HomeMy WebLinkAboutbocc.con.059.248/30/2021 CDD
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 15013130.576500
Procurement Method:
Type:
Contract Start Date
Contract End Date
Contract Type
Retainage
If this is a new contractor, please enter the New Vendor information into Munis for workflow approval.
Contact Information:
Department
County Representative Dan Fellin County Representative
Phone (970) 920-5331
Provide a brief description of the Contract or Change Order:
Contract Value Summary:
$ 86,123.90
$ -
$ -
$ 86,123.90
Sheriff - Jail
Sole Source Contract to provide the Pitkin County Sheriff's Office with hardware and software appications. This
term includes implementation of the prouct and services. At the expiration of the initial term, the contract may be
extended for five (5) additional terms of one (1) year by the express written consent of both parties. 4Sight Labs
will invoice $43,125.00 annually for the continued services.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
Contract Total
No
Custody Protect
4Sight Labs, Inc.
$ 86,123.90
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$ -
$ -
$ -
$ 86,123.90
Sole Source
Services/Maintenance
2/12/2024
2/11/2025
New Contract
059.24
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
Rev 2023.12.15 CDD
1
PITKIN COUNTY
SOLE SOURCE PROCUREMENT
JUSTIFICATION REQUEST
TO: County Manager
DATE: January 12, 2024
FROM: Dan Fellin, Detention Division Chief Proposed Contractor: 4Sight Labs, Inc. Product/Service: Custody Protect
Estimated expenditure for the above Product/Service: $ 86,123.90
This form is required in documenting a Sole Source exception from an otherwise competitive bidding process
when sufficient competition does not exist, a single vendor represents a clear and best value to Pitkin County, or other factors are present that preclude other vendors from being able to provide the product(s), service(s), and/or construction. This purchase is clearly and legitimately limited to a Single or Sole Source. (Examples: original manufacturer, no regional distributor, standardization etc):
Explain:
Custody Protect is a sole source product, manufactured, sold and distributed exclusively by 4Sight Labs
Inc. No division of 4Sight Labs Inc., nor any other company, makes a similar or competing product. This
product must be purchased directly by institutions from 4Sight Labs Inc. There are no agents or dealers
authorized to represent this product.
Additionally, competition is precluded by the existence of provisional patents and proprietary software
and hardware. There is no other modular, wireless, mobile platform designed to monitor the health and
safety of people in police custody and alert to health crises. There is only one price for Custody Protect
because of exclusive distribution or marketing rights.
Rev 2023.12.15 CDD
2
The undersigned requests that Pitkin County waive other procurement requirements and recognize this transaction as a sole source exception to the Pitkin County Procurement Code. Department Representative Department Director
!#COUNTY REPRESENTATIVE#! Date !#SECTION LEADER#! Date
County Manager Reason for Denial:
________________________________________
!#COUNTY MANAGER SOLE#! Date
Jan-15-2024
Dan Fellin
Detention Division Chief
Rich Englehart
Deputy County Manager
Jan-17-2024
Contract # 059.24 Revision: 2023.12.15 CDD
1
PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT, made Feburary 12, 2024 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 4Sight Labs, Inc., 633 Alvarado St., San Fransisco, CA 94114 (hereinafter called
the “Contractor”) to perform the following work: Custody Protect (“Project”).
I. Term of Contract: The term of this Contract is from Feburary 12, 2024 to Feburary 11,
2025. At the expiration of the initial term, the contract may be extended for five (5)
additional terms of one (1) year by the express written consent of both parties.
II. Contractor’s Obligations. Contractor shall provide the Pitkin County Sheriff’s
Department with hardware and software applications as described in Attachment “A”
which includes administrative support for up to six (6) months after the go-live date.
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
Eighty-Six Thousand One Hundre Twenty-Three dollars and Ninety cents ($86,123.90)
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 # 059.24 Revision: 2023.12.15 CDD
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. Dan Fellin, Detentions Division Chief will manage the
project as the County’s Representative. 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 # 059.24 Revision: 2023.12.15 CDD
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 # 059.24 Revision: 2023.12.15 CDD
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 # 059.24 Revision: 2023.12.15 CDD
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
h. ☐ Pollution Liability
Contract # 059.24 Revision: 2023.12.15 CDD
6
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 # 059.24 Revision: 2023.12.15 CDD
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 # 059.24 Revision: 2023.12.15 CDD
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: Dan Fellin
530 E. Main St
Aspen, CO 81611
Email: dan.fellin@pitkinsheriff.com
with copies to: Pitkin County Attorney’s Office
530 E. Main St., Suite #301
Aspen, Colorado 81611 Email: Attorney@pitkincounty.com To Contractor:
4Sight Labs, Inc.
633 Alvarado St. San Fransisco, CA 94114 Phone: (415) 577-5600 Email: john@4sightlabs.com
Contract # 059.24 Revision: 2023.12.15 CDD
9
IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein above.
4SIGHT LABS, Inc. ________________________________________________
!#VENDOR SIGNATURE#! Date
PITKIN COUNTY, COLORADO RECOMMENDED FOR APPROVAL:
_________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date
COUNTY MANAGER APPROVAL: ________________________________________________
!#COUNTY MANAGER#! Date
Dan Fellin
Jan-15-2024
Detention Division Chief
CEO
John DeFalco
Jan-16-2024
Deputy County Manager
Rich Englehart
Jan-17-2024
Pitkin County, CO-Jail
Pitkin County Sheriff's Office
530 East Main Street
Aspen, CO 81611
United States
Dan Fellin
dan.fellin@pitkinsheriff.com
970-920-5331
Reference: 20230809-144102245
Quote created: August 9, 2023
Quote expires: October 31, 2023
Quote created by: Lena Heaney
lena@4sightlabs.com
Comments from Lena
Jail & Patrol:
4Sight Labs is pleased to submit this quote for deploying Custody Protect for the Pitkin County, CO-Jail Custody
Protect is a combination of ruggedized biosensors, mobile apps, control dashboards, analytics reports and cloud
services that continuously monitors people from the moment of their arrest, through transport, processing, and
detention.
Products & Services
Item Quantity Unit Price Total
*JAIL*0 $0.00 $0.00
Sensors 25 $750.00 $18,750.00
18-Unit Charging Dock 2 $150.00 $300.00
Locking-Wrist Bands 25 $87.50 $2,187.50
Item Quantity Unit Price Total
Keys 10 $25.50 $255.00
LoRaWAN Gateway 2 $752.50 $1,505.00
Sensor Manager Handhelds 2 $500.00 $1,000.00
ID Card Printer 1 $6,970.00 $6,970.00
On-site Training Day 1 $1,250.00 $1,250.00
On-site installation 1 $5,000.00 $5,000.00
Single Sign-On 20 $93.75 / year $1,875.00 / year
LoRaWAN Licensing 20 $187.50 / year $3,750.00 / year
Custody Protect Licensing and Cloud
Services
20 $1,875.00
/ year
$37,500.00 / year
*PATROL*0 $0.00 $0.00
Verity Sense 30 $87.50 $2,625.00
USB Charging Docks 1 $210.00 $210.00
Patrol Disposable Wrist Band 90 $4.96 $446.40
On-site Training Day 2 $1,250.00 $2,500.00
Annual subtotal $43,125.00
One-time subtotal $42,998.90
Total $86,123.90
for 3 years
for 3 years
for 3 years
Purchase terms
Annual Billing and Payment:
Upon full implementation, Company will pay to 4Sight Labs a payment comprising of $86,123.90.
4Sight Labs will invoice the Total Annual Fees in the amount of $43,125.00 for each subsequent year on the
Effective Date anniversary and Company shall pay such invoices, in accordance with the Agreement.
Scope of Support Services: 4Sight Labs will provide Implementation Services to support the Customer to use the Services in
accordance with the Documentation. Specifically, 4Sight Labs will be responsible for the following:
a. Support of administrative staff for up to six (6) months after the go-live date to measure compliance improvements and
provide additional virtual training as needed.
Implementation Services: 4Sight Labs will provide Implementation Services to the Company however, Company agrees that
4Sight Labs's ability to perform the Implementation Services is dependent on Company providing 4Sight Labs certain
information and access in a prompt manner with time being of the essence. Company agrees that it will provide prompt
responses to any inquiry made by the Company in connection with this Ordering Document and provide the following:
Installation of secure mounts for iPad monitors
Installation of power outlets if necessary for iPads
Firewall policies to allow 4Sight Labs hardware MAC addresses, service endpoints and ports
Extract of JMS inmate data and transfer to 4Sight Labs SFTP server for JMS integration
Provide representative(s) to coordinate and represent the Company for all operational and IT issues.
Provide feedback on the Services features and usability (at Company’s sole discretion).
Verify Wi-Fi and adequate network provisioning for Services operation.
All control stations and storage devices intended for use in conjunction with the Services must comply with the
minimum platform and network infrastructure specifications as outlined by 4Sight Labs.
Designate one or more staff that 4Sight Labs can train (train-the-trainer) to serve as a resource for the Company’s staff.
Ensure staff attend scheduled training sessions so that 4Sight Labs's staff can efficiently train Company’s employees.
Provide access to the facility for 4Sight Labs staff sufficient to carry out initial training and support.
Deliverables: Company will receive the following deliverables during or upon the completion of Implementation Services unless
specified otherwise in the Ordering Document:
Written assessment of existing observation practices and compliance at facilities, highlighting areas of possible
improvement and opportunities for cost and/or time savings with respect to the implementation of 4Sight Labs
Purchaser configuration preferences collected and loaded into the Licensed Software
Access to the Licensed Software after implementation
On-site setup of Hardware if applicable
Phone number(s) for Purchaser support
Review of reports
Transition from Implementation Services to Purchaser Success Manager and Support contacts for ongoing support
needs
By execution below, the undersigned agree to be bound by this Ordering Document, and the MSA, as may also be
amended or substituted from time to time upon mutual Agreement.
Signature
Signature Date
Printed name
Questions? Contact me
Lena Heaney
lena@4sightlabs.com
4Sight Labs
633 Alvarado Street
San Francisco, CA 94114
MASTER SERVICES AGREEMENT
This Master Services Agreement (“MSA”) is entered into
effective as of _________ (“Effective Date”), and made by
and between 4Sight Labs, Inc., (“4Sight”)
and the
Pitkin County Sheriff's Office
(“Company”or
“Customer”). 4Sight and Company shall be
collectively referred to as the “Parties” or individually
as a “Party”. Company has elected to purchase
services from 4Sight, described in an Ordering
Document (defined below) referencing this MSA,
Company agrees by executing such Ordering
Document, Company agrees to the terms and
conditions of this MSA as well as any related exhibits
or schedules.
Section 1. DEFINITIONS. In addition to those
definitions contained in any applicable Ordering
Document, the following terms shall have the
meanings set forth below:
1.1 “Affiliate” means, with respect to any entity, any
other entity that, directly or indirectly through one or
more intermediaries, controls, is controlled by, or is
under common control with, such entity.
1.2 “Monitoring Package” which includes but is
not limited to bands, sensors, charging docks and
related supplies described in the applicable Ordering
Document.
1.3 “Monitored Individual” means the individual
whom is banded with monitoring device under the care
and supervision of Company.
1.4 “Documentation” means in digital, printed, or
other form, the technical, user and reference manuals,
notes, instructions and summaries, technical release
notes, specification and any other supporting
documentation related to the Licensed Software.
1.5 “Licensed Software” means the control station,
software and related service and support described in the
Ordering Document. Licensed Software shall
include Documentation.
1.6 “Ordering Document” means a mutually
agreed upon document containing mutual collaboration,
and other information applicable to the Services
(defined below), attached hereto and incorporated herein
by reference.
Section 2. SERVICES.
2.1 Description of Services. 4Sight will
provide the Monitoring Package and Licensed Software
(collectively herein after the “Services”) as described
herein and as set forth in each Ordering Document
attached hereto and as agreed upon by the Parties.
During the Term of this MSA, the Parties may agree on
additional Ordering Documents, and 4Sight shall provide
Company with such Services, if applicable, as set
forth in such additional Ordering Document. Each
party hereby agrees that by referencing
6735516v.4
this MSA each Ordering Document will be understood as
implicitly incorporating by reference the terms herein,
including definitions, even if the Ordering Document does
not expressly do so.
2.2 License Grant. Subject to the terms of this MSA, during
the Term, 4Sight grants the Company a nonexclusive, non-
assignable license to use the Services at its facilities.
Company may not (a) use the Licensed Software for any
purpose, at any location or in any manner not specifically
authorized by this MSA, (b) create or recreate the source
code for the Licensed Software, or re-engineer, reverse
engineer, decompile, copy or disassemble the Services, (c)
modify, adapt, translate or create derivative works based
upon the Services, (d) refer to or otherwise use the Services
as part of any effort to develop a program having any
functional attributes, visual expressions or other features
similar to those of the Services to compete with 4Sight, or
(e) remove, erase or tamper with any copyright or other
proprietary notice printed or stamped on, affixed to, or
encoded or recorded in the Services or Documentation or
fail to preserve all copyright and other proprietary notices.
No right or license shall be implied other than the rights and
licenses expressly granted in this MSA. 4Sight shall retain all
ownership rights, title, and interest in the Services, subject
only to the rights and licenses granted herein. Company
may make copies of the Documentation for use and
distribution in accordance with the terms of this MSA.
2.3 Subcontractors. 4Sight may engage
subcontractors to assist with the performance of the
Services.
2.4 Acceptable Use. Company and its users may use
the Services only in accordance with the Documentation.
Each time material modifications are made to the Services,
4Sight will make available to Company electronic updates
to the Documentation. If Company continues to use the
Services and makes no objections to the changes in the
Documentation within ten (10) days of posting all changes
and updates shall be deemed accepted. Company is
responsible for all acts and omissions of its users in
connection with the Services who do not comply with the
terms set forth in said Documentation. During the Term,
4Sight will provide Support Services for the Licensed
Software. 4Sight may in its sole discretion discontinue,
modify, or replace the Licensed Software.
Section 3. COMPENSATION.
3.1 Payment.
Company shall pay 4Sight fees as per the Ordering
Document for Services. After the Initial Term, 4Sight may
increase the Total Annual Fees, no more than once every
twelve (12) months, based upon the percentage increase in
the Consumer Price Index for all Urban Consumers, U.S. City
Average, All Items (“CPI”), as published by the United States
Department of Labor, Bureau of Labor Statistics. The
6735516v.4
percentage increase in the CPI shall be measured over the
period since the commencement of the Agreement (in the
case of the first increase) or since the effective date of the
last price increase (in the case of any subsequent price
increase). In no event shall the increase in any, one-year
exceed five percent (5%). 4Sight shall notify Company in
writing of any price increase at least ninety (90) days prior
to the effective date of the increase.
3.2 Invoices. Unless otherwise set forth in the
applicable Ordering Document, the associated payment
shall be made within thirty (30) days after Company’s
receipt of invoice accompanied by all supporting
documentation.
Section 4. RELATIONSHIP BETWEEN THE PARTIES.
4.1 4Sight is a non-exclusive independent contractor.
Nothing in this MSA shall be construed to create a
partnership, joint venture or other similar relationship
between the Parties. 4Sight shall be solely responsible for
all tax returns and payments required to be filed with or
made to any federal, state or local tax authority with
respect to 4Sight’ performance of Services and receipt of
payments under this MSA.
4.2 During the Term of this MSA and for a period of
one (1) year following its termination or expiration,
Company represents and warrants that it will not hire,
employ or contract directly or indirectly any employee of
4Sight, who became known to Company in connection with
the performance of this MSA without the prior written
approval of 4Sight; provided however, this provision shall
not prohibit the hiring of any person that responds to
general solicitations not specifically directed at employees
of 4Sight.
Section 5. CONFIDENTIAL INFORMATION.
5.1 Definition. “Confidential Information” means any
information disclosed by either Party to the other, whether
disclosed verbally, in writing, or by inspection of tangible
objects. Confidential Information includes, but is not
limited to, all product designs, capabilities, specifications,
drawings, program code, work designs, models, technology,
know-how, documentation, components, software (in
various stages of development), test and development
boards, hardware reference code and platforms,
architectures, agreement terms, financial and pricing
information, business and marketing plans, actual and
potential customers and suppliers, the Services, Ordering
Document, marketing plans, data, and other terms relating
to the Services, including the terms of this MSA and other
similar information that is proprietary to either Party.
Confidential Information shall not include any information
that: (a) was in lawful possession prior to the disclosure, as
clearly and convincingly corroborated by written records,
and had not been obtained by either directly or indirectly
from either Party; (b) is lawfully disclosed by a third party
without actual, implied or intended restriction on
disclosure through the chain of possession, or (c) is
independently developed by a Party without use of or
access to the Confidential Information, as clearly and
convincingly corroborated by written records. Confidential
Information obligations in accordance to Section 5 of this
MSA shall survive any termination of this MSA for five (5)
year after the effective date of termination.
5.2 Requirements. The Parties agree that it shall not
use or disclose in any way, other than as needed under this
MSA, Confidential Information to any third parties. The
Parties will disclose Confidential Information only to its
Personnel having a need-to-know for the performance of
the Services under this MSA. The foregoing prohibition on
disclosure of Confidential Information shall not apply to the
extent certain Confidential Information is required to be
disclosed by either Party as a matter of law or by order of a
court and/or to potential and actual acquirers, investors,
underwriters and lenders, subject to non-use and non-
disclosure requirements substantially the same as set forth
herein. Upon termination of this MSA, a Party may deliver
to the other Party instructions to destroy all materials,
documents and other media (whether maintained
electronically or otherwise) containing Confidential
Information, together with all copies thereof in whatever
form, and shall certify in writing the completion of such
return or destruction, as the case may be. If it is infeasible
to return or destroy Confidential Information, due to
regulatory or compliance purposes, protections are
extended to such Confidential Information, in accordance
with the confidentiality provisions in this MSA.
5.3 Disclosure to Public and Non-public. Neither party
shall use the other party’s name or trademarks in any
advertising, website, press release or other form of public
disclosure without the prior written approval of the
appropriate officer of the other party. Company agrees
that 4Sight may make lawful references to Company in its
marketing activities.
Section 6. INTELLECTUAL PROPERTY. Each Party
shall own and retain all rights, title and interest in and to its
intellectual property, and nothing in this MSA or an
Ordering Document shall be deemed to grant any license or
rights to the other Party.
Section 7. REPRESENTATIONS AND
WARRANTIES.
7.1 4Sight hereby represents and warrants that: (a)
the Licensed Software will be performed in a competent
and professional manner and the Licensed Software will
meet the specifications in the applicable Documentation.
Customer shall notify 4Sight in writing of any breach of this
warranty within thirty (30) days after completion of the
Service. 4Sight’s sole obligation to Customer, and
Customer’s exclusive remedy, for breach of this warranty is
re-install the Licensed Services.
6735516v.4
7.2 Company acknowledges that 4Sight does not
represent, warrant, or otherwise promise that Company’s
use of the Services is a substitute for Company’s or its users’
existing protocols and compliance procedures.
7.3 Company acknowledges and agrees that (i) timely
performance by 4Sight of its obligations under this MSA and
any Ordering Document is subject to the timely provision of
information and support by Company as outlined in this
MSA; (ii) that the use of the Services pursuant to this MSA
and Documentation are only a tool to facilitate the
Company’s provision of care and services to a Monitored
Individual under its supervision and is only functional if the
Company’s users input information, appropriately maintain
the Monitoring Package and apply the device in accordance
with the training and Documentation; (iii) that the Services
and license of the Licensed Software are only useful if such
are used in strict accordance with the Documentation; (iv)
that Company is solely responsible for all decisions, actions
and omissions in any way related to Monitored Individual
under its supervision, including but not limited to: proper
assessment, monitoring, treatment and care; observation,
qualification and actions of their respective employees,
user or other persons; the acts and omissions of its
employees, user or other persons; compliance with all
applicable laws; any liability related to individual under
Company’s supervision, including but not limited to visitors,
employees, vendors, agents or other persons in the
facilities of the Company; (v) Company represents and
warrants that all persons given access to the Services shall
be properly trained in the use and prohibited uses of the
Services; and (vi) Company is liable for, and shall indemnify
4Sight, its officers, directors, employees and agents against
breaches of this MSA, or of misuse or failure to use the
Services, by Company’s employees, officers, directors,
vendors, contractors and agents, and that of its affiliates.
7.4 Minimal Requirements. Company shall
provide, configure, and maintain all hardware, software,
and other minimum requirements set forth in the
applicable Ordering Document, including a stable Internet
connection, necessary to use the Services. Company shall
maintain, at Company’s sole expense, such equipment and
software as 4Sight may reasonably require for 4Sight to
remotely access the equipment.
7.5 Third-Party Software. 4SIGHT MAKES NO WARRANTY
WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, AND
WHATEVER WARRANTY MAY APPLY TO ANY THIRD-PARTY
SOFTWARE PRODUCT, IF ANY, IS ONLY AS IS EXPRESSLY
STATED BY THE THIRD-PARTY OWNER OR LICENSOR OF THE
THIRD-PARTY SOFTWARE. 4SIGHT EXPRESSLY DISCLAIMS
ALL WARRANTIES FOR THE THIRD-PARTY SOFTWARE,
WHETHER EXPRESSED OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT
AND FITNESS FOR A PARTICULAR PURPOSE.
7.6 Exclusions. 4Sight’s warranty obligations and other
obligations under this MSA with respect to the Services are
expressly conditioned upon Customer’s proper use of the
Services and do not include: (i) Problems that result from
(a) accident, negligence, neglect, abuse, misuse, computer
viruses or use other than ordinary use or use in violation of
an applicable license; (b) abnormal electrical power, air
conditioning, or humidity controls that cause a computer
failure; (c) modifications, repairs or attempted
maintenance made to the Services by anyone other than a
representative of 4Sight or its authorized agents and (d)
damage during shipment; (ii) Problems relating to or caused
by any hardware, network, software or hardware that was
not supplied by 4Sight or hardware or software that does
not meet the Minimum Requirements; (iii) Problems
relating to or caused by changes in, or modifications to, the
operating characteristics of any computer hardware or
operating system for which the Services is procured; or (iv)
hardware with altered, modified or removed serial
numbers.
Section 8. DISCLAIMER OF WARRANTIES.
8.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN, 4SIGHT
PROVIDES ALL SERVICES, SOFTWARE, PLATFORM AND
PRODUCTS “AS IS” WITH NO WARRANTY OF ANY KIND.
4SIGHT MAKES NO WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND
4SIGHT SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND ANY WARRANTIES ARISING FROM A
COURSE OF PERFORMANCE OR TRADE USAGE, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO
ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS
GIVEN BY 4SIGHT, ITS EMPLOYEES, OR AGENTS WILL
INCREASE THE SCOPE OF THE ABOVE WARRANTY OR
CREATE ANY NEW OR ADDITIONAL WARRANTIES.
COMPANY WILL NOT HAVE THE RIGHT TO MAKE OR PASS
ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF
4SIGHT TO ANY THIRD PARTY. To the extent that 4Sight
may not, as a matter of applicable law, disclaim an implied
warranty, the scope and duration of such warranty will be
limited to the minimum permitted under such law.
Section 9. INSURANCE. Each Party shall carry
commercial general liability and automobile liability
insurance and, if applicable, worker’s compensation
insurance as required by law, together with employer’s
liability insurance coverage and professional errors and
omissions liability insurance coverage. All policies shall be
written by reputable insurance companies with a best’s
policyholder rating of not less than A VII. Such insurance
shall not be cancelled or materially reduced during the
Term.
Section 10. INDEMNITY; LIMITATION OF LIABILITY.
10.1 Indemnification of Company. 4Sight shall fully
indemnify, defend and hold harmless Company, its
6735516v.4
affiliates, and their officers, directors, employees, agents,
successors and assigns (“Company Indemnitees”) from and
against any and all third party claims, damages, liabilities,
losses, and expenses (including any and all reasonable
attorney fees, expenses and costs) incurred by or asserted
against any Company Indemnitee due to: (a) any gross
negligence acts or willful misconduct of 4Sight; and (b)
violations of applicable laws by 4Sight. In the event of a
Company Indemnitees, or if 4Sight reasonably believes the
Services owned by 4Sight may infringe or misappropriate
the rights of a third party, 4Sight may, in its sole discretion,
and at no cost to Company Indemnitees, (a) modify
Services owned by 4Sight so that it no longer infringes or
misappropriates, (b) obtain a license for Company
Indemnitees’ continued use of the Services owned by 4Sight
in accordance with this MSA and any applicable Ordering
Document, or (c) terminate this MSA upon thirty (30) days’
prior written notice and refund to Company Indemnitees
any prepaid fees covering the remainder of the term after
the effective date of termination.
10.2 Indemnification of 4Sight. To the extent
permitted by applicable law, Company shall fully indemnify,
defend and hold harmless 4Sight, its affiliates, and their
officers, directors, employees, agents, successors and
assigns (“4Sight Indemnitees”) from and against any and all
third party claims, damages, liabilities, losses, and expenses
(including any and all reasonable attorney fees, expenses
and costs) incurred by or asserted against any 4Sight
Indemnitee of whatever kind or nature due to (a) the use of
the Service, including use in any manner not otherwise
permitted in this Agreement; (b) care and experience of
Monitored Individual under Company’s supervision
including but not limited to: the proper assessment,
treatment, monitoring and care of Monitored Individual;
the supervision, qualification and actions of their respective
caregivers, Company’s employees, professionals or other
persons; (c) the acts and omissions of Company’s employee,
supervisors, agent, or representatives; (d) misuse of the
Services or any component thereof; (e) any material breach
under this MSA, or (f) a claim related to the gross negligence
or willful misconduct of Company, its employees, or agents.
10.3 Indemnification Procedures. If any claim or
action is asserted that would entitle a Party to
indemnification pursuant to this Section 10 (a
“Proceeding”), the Party who seeks indemnification will
give written notice thereof to the other Party (the
“Indemnitor”) promptly (and in any event within fifteen
(15) calendar days after the service of the citation or
summons); provided, however, that the failure of the Party
seeking indemnification to give timely notice hereunder will
not affect rights to indemnification hereunder, except to
the extent that Indemnitor demonstrates actual damage
caused by such failure. Indemnitor may elect to direct the
defense or settlement of any such Proceeding by giving
written notice to the Party seeking indemnification, which
election will be effective immediately upon receipt by the
Party seeking indemnification of such written notice of
election. The Indemnitor will have the right to employ
counsel reasonably acceptable to the Party seeking
indemnification to defend any such Proceeding, or to
compromise, settle or otherwise dispose of the same, if the
Indemnitor deems it advisable to do so, all at the expense
of the Indemnitor; provided that the Indemnitor will not
settle, or consent to any entry of judgment in, any
Proceeding without obtaining either: (a) an unconditional
release of the Party seeking indemnification (and its
Affiliates and each of their respective officers, directors,
employees and agents) from all liability with respect to all
claims underlying such Proceeding; or (b) the prior written
consent of the Party seeking indemnification. The Parties
will fully cooperate with each other in any such Proceeding
and will make available to each other any books or records
useful for the defense of any such Proceeding.
10.4 LIMITS OF LIABILITY OF 4SIGHT.
10.4.1 NEITHER PARTY SHALL BE LIABLE TO
THE OTHER PARTY (OR TO ANY PERSON OR ENTITY
CLAIMING THROUGH THE OTHER PARTY) FOR LOST PROFITS
OR FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL
OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY
MANNER CONNECTED WITH THE MSA OR THE SUBJECT
MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION
(WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY
OR OTHERWISE), AND REGARDLESS OF WHETHER OR NOT
SUCH PARTY HAS BEEN INFORMED OF, OR OTHERWISE
MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH
DAMAGES. 4SIGHT SHALL NO LIABILITY TO COMPANY (OR
TO ANY PERSON OR ENTITY CLAIMING THROUGH THE
COMPANY) FOR ANY PERSONAL INJURY CLAIM BY
MONITRED INDIVIDUAL.
10.4.2 EACH PARTY’S AGGREGATE, MAXIMUM
LIABILITY TO THE OTHER ARISING FROM OR RELATING TO
THIS MSA, OUTSIDE OF ANY CONFIDENTIALITY
OBLIGATIONS CONTAINED HEREIN, REGARDLESS OF THE
FORM OF ACTION (WHETHER IN CONTRACT, TORT, BREACH
OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE
FEES ACTUALLY PAID OR DUE TO 4SIGHT BY OR FROM
COMPANY WITH RESPECT TO THE SIX (6) MONTH PERIOD
PRECEDING THE DATE ON WHICH THE CLAIM ARISES.
10.4.3 Without limiting any other provision of
this MSA, 4Sight may immediately cease or refrain
providing services provided for under this MSA in any
geographic area if in 4Sight’ individual determination, the
implementation or provision of services is or might be in
violation of applicable laws, rules, or regulations.
Section 11. TERM AND TERMINATION.
11.1 Term. This MSA shall be effective from Company’s
acceptance of this MSA and shall continue until the
expiration or termination of all Ordering Documents
(“Term”).
6735516v.4
11.2 Termination For Cause. This MSA may be
terminated by either Party in the event the other Party
materially breaches this MSA and fails to cure such breach
within thirty (30) days of the receipt of notice of the alleged
breach. In addition, 4Sight shall have the right to terminate
this MSA upon ten (10) days prior written notice in the
event that Company fails to pay 4Sight in accordance with
Section 3 above or Company’s use of the Service in any
manner not otherwise permitted in this Agreement.
11.3 Termination for Convenience. 4Sight may
terminate, this Agreement or Ordering Document in whole
or in part, at any time upon thirty (30) days written notice,
for any reason, when the 4Sight determines that such
termination is in its best interests.
11.4 Immediate Termination. This MSA may be
terminated immediately upon written notice by either
party to the other party upon the occurrence of any of the
following events: (a) the filing by or on behalf of either party
of any voluntary or involuntary petition in bankruptcy,
dissolution or liquidation; or (b) the assignment of fifty
percent (50%) or more of the assets of either party for the
benefit of its creditors.
11.5 Consequences of Termination. Upon termination
of this MSA, Company agrees that it shall be responsible for
payment of Services in accordance with Section 3 of this
MSA subsequent to the effective date of termination if the
related Services were rendered during the Term.
Outstanding payment obligations in accordance to Sections
3 and Confidential Information obligations in accordance to
Section 5 of this MSA shall survive any termination of this
MSA.
Section 12. GENERAL.
12.1 Law. This MSA shall be governed by and
construed in accordance with the laws of the State of
Delaware. In the event any provision of this MSA is declared
to be unenforceable the remaining provisions shall
continue in full force and effect.
12.2 Arbitration. Any controversy, claim or dispute
arising out of or relating to this MSA or the breach thereof
shall be exclusively settled by confidential binding
arbitration in accordance with the commercial rules of the
American Arbitration Association (“AAA”) then in effect.
There shall be a single qualified arbitrator mutually chosen
by the Parties in accordance with the selection and
appointment procedures of the AAA. The fees charged by
the AAA and costs of the arbitrator (e.g., compensation,
travel, etc.) related to the arbitration shall be borne equally
by the Parties. All such arbitration proceedings, including
without limitation the fact of an arbitration, shall be
conducted on a confidential basis and shall be deemed to
be Confidential Information.
12.2 Entire Agreement. This MSA, and applicable
Ordering Document incorporated by reference contain the
full and complete understanding and agreement between
the Parties relating to the subject matter hereof and
supersede all prior and contemporary understandings and
agreements, whether oral or written, relating such subject
matter hereof. Paragraph titles or captions contained
herein are inserted only as a matter of convenience and for
reference.
12.3 Amendments/Changes. Any modification or
amendment to this MSA shall be effective only if in writing
and signed by both Parties. Any change to an Ordering
Document shall be documented in a written amendment
mutually agreed upon and executed by the Parties (an
“Amendment”).
12.4 Cooperative Purchasing Clause. Any member, current
or future, within the state/commonwealth shall be allowed
to participate in this agreement during the life of the
contract.
While this clause in no way commits any agency to purchase
from state or commonwealth/county/city/government
entity’s awarded contractor, nor does it guarantee any
additional orders will result, it does allow state or
commonwealth/county/city/government entity to make
use of terms and conditions (provided said agreement
satisfied their own procurement guidelines) and purchase
directly from the awarded contractor. All purchases made
by other state or commonwealth/county/city/government
entity shall be understood to be transactions between that
state or commonwealth/county/city/government entity
and the awarded vendor; the originating state or
commonwealth/county/city/government entity shall not
be responsible for any such purchases.
12.5 Notice. All notices required or permitted under
the MSA or Ordering Document shall be in writing and
delivered by any method providing for proof of delivery.
Any notice shall be deemed to have been given on the date
of receipt. Notices to 4Sight and Company shall be delivered
to the following addresses:
4Sight, Inc. Company
633 Alvarado Street Address
San Francisco, CA 94114
Attn: John Defalco Attn:
Email: john@4sightlabs.com Email:
12.6 Assignment. This MSA shall be binding upon and
inure to the benefit of the Parties hereto, their heirs, legal
representatives, successors and permitted assigns. Neither
Party may assign its rights and obligations under this MSA
without the prior written consent of the other Party.
Notwithstanding the foregoing, this MSA may be assigned
by either Party to an entity which is an affiliate or subsidiary
who is a successor in interest in connection with a merger,
acquisition or consolidation, or to the purchaser in
6735516v.4
connection with the sale of all or substantially all of its
assets. Any assignment or transfer of this Agreement in
violation of this provision shall be null and void and of no
force or effect.
12.7 No Waiver; No Modification. The failure of either
Party to enforce, at any time or for any period of time, the
provisions hereof, or the failure of either Party to exercise
any option herein, shall not be construed as a waiver of such
provision or option and shall in no way affect that Party’s
right to enforce such provisions or exercise such option.
12.8 Severability. In the event any provision of this
MSA is determined to be invalid or unenforceable by ruling
of an arbitrator or court of competent jurisdiction, the
remainder of this MSA (and each of the remaining terms
and conditions contained herein) shall remain in full force
and effect.
12.9 Force Majeure. Except with respect to failure to
pay any amount due under this MSA, neither party shall be
deemed to have breached this MSA if its delay or its failure
to perform all or any part of its obligation hereunder result
from flood, earthquake, fire, or other acts of God, or war,
tropical weather event, blizzard, strikes, slowdowns, labor
unrest, riot, civil commotion, the public enemy, power
failure, computer processing or data transmission delays or
difficulties, delays or difficulties in obtaining supplies,
materials, or delays or difficulties relating to the
performance of services provided by others, or other
circumstances beyond reasonable control, or by reason of a
judgment, ruling, or order of any court, agency, or
competent jurisdiction, or change of law or regulation
occurring subsequent to the signing of this MSA.
12.10 Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be an
original, but all of which together shall constitute one and
the same instrument. The Parties agree to accept and be
bound by facsimile, email or PDF transmitted copies of this
Agreement and its counterparts including facsimile, email
or PDF signatures of the Parties.
6735516v.4
IN WITNESS WHEREFORE, the Parties have executed this Agreement as of the Effective Date set forth above, with each Entity
executing this Agreement on behalf of itself only, in its individual capacity.
4SIGHT LABS, INC. CUSTOMER
By: By:
Name: Name:
Title: Title:
Certificate Of Completion
Envelope Id: 9745C911933D46FBA60405D02C95622F Status: Completed
Subject: 4 Sight Labs, Inc. | Pitkin County Contract 059.24 for Review and Signature
Source Envelope:
Document Pages: 23 Signatures: 5 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: 76.25.143.56
Record Tracking
Status: Original
1/12/2024 10:34:24 AM
Holder: Pitkin County Procurement
Procurement@PitkinCounty.com
Location: DocuSign
Signer Events Signature Timestamp
Dan Fellin
dan.fellin@pitkinsheriff.com
Detention Division Chief
Self
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 75.70.180.22
Sent: 1/12/2024 2:15:10 PM
Resent: 1/12/2024 2:17:27 PM
Viewed: 1/15/2024 9:58:50 AM
Signed: 1/15/2024 10:00:50 AM
Electronic Record and Signature Disclosure:
Accepted: 1/15/2024 9:58:50 AM
ID: bb950513-9f2c-469e-a8a1-df8950a0d354
Company Name: Pitkin County, Colorado
John DeFalco
john@4sightlabs.com
CEO
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 157.131.200.73
Sent: 1/15/2024 10:00:51 AM
Viewed: 1/15/2024 10:03:34 AM
Signed: 1/16/2024 10:04:22 PM
Electronic Record and Signature Disclosure:
Accepted: 1/15/2024 10:03:34 AM
ID: de8103dd-1a9e-4251-afd7-507f97b0fe70
Company Name: Pitkin County, Colorado
Rich Englehart
rich.englehart@pitkincounty.com
Deputy County Manager
Pitkin County
Signing Group: County Manager Group
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 65.38.144.66
Sent: 1/16/2024 10:04:23 PM
Viewed: 1/17/2024 12:29:47 PM
Signed: 1/17/2024 12:30:11 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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
Pitkin County Procurement
procurement@pitkincounty.com
Procurement Specialist
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 1/17/2024 12:30:13 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Accounts Payable
AP@pitkincounty.com
Accounts Payable
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 1/17/2024 12:30:14 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 1/12/2024 2:15:10 PM
Envelope Updated Security Checked 1/12/2024 2:17:26 PM
Certified Delivered Security Checked 1/17/2024 12:29:47 PM
Signing Complete Security Checked 1/17/2024 12:30:11 PM
Completed Security Checked 1/17/2024 12:30:14 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide
you with certain written notices or disclosures. Described below are the terms and conditions for
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print it, 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,
acknowledgments, 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: 3/20/2020 3:28:13 PM
Parties agreed to: Dan Fellin, John DeFalco
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 Helpdesk@provelocity.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 Helpdesk@provelocity.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 Helpdesk@provelocity.com and in the body of such a request, you
must state your e-mail, full name, Postal Address, telephone number, and account
number.