HomeMy WebLinkAboutbocc.con.161.248/30/2021 CDD
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 10013131.531500
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 Brad Flanagan County Representative
Phone (970) 920-5310
Provide a brief description of the Contract or Change Order:
Contract Value Summary:
$ 45,400.00
$ -
$ -
$ 45,400.00
161.24
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
No
Prepared Assist Communications Services
Invictus Apps, Inc.
$ 45,400.00
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$ -
$ -
$ -
$ 45,400.00
Sole Source
Services/Maintenance
3/15/2024
3/14/2025
New Contract
Dispatch
Contract for Live Assist Software Services for the Dispatch Center.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
Contract Total
Rev 2023.12.15 CDD
1
PITKIN COUNTY
SOLE SOURCE PROCUREMENT
JUSTIFICATION REQUEST
TO: County Manager
DATE: September 24, 2024
FROM: Brad Flanagan, Emergency Operations Manager Proposed Contractor: Invictus Apps, Inc. Product/Service: Prepared Assist Communications Service
Estimated expenditure for the above Product/Service: $ 50,000.00
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:
1. Prepared Live Assist was the only product available that combined the following critical features:
• Real-time transcription of voice communications, allowing for accurate records and improving the
efficiency of call handling.
• Multi-language translation services, enable dispatchers and first responders to communicate
effectively with non-English-speaking individuals in emergency situations.
• Video communication capabilities, allowing callers to share live video streams with dispatchers, which
enhances situational awareness and improves decision-making in real time.
• Non-emergent phone texting, a feature that allows the public to communicate with dispatch centers for
less critical issues, reducing call volume and improving resource management.
2. Lack of Comparable Solutions: At the time of the procurement process, no other vendor offered a
solution that provided all these services within a single platform. Other products on the market either
lacked integration between features or did not offer all of the required functionalities (i.e., transcription,
translation, video, and texting).
3. Operational Necessity: The integration of transcription, translation, video, and text in one platform was
essential to our operational needs. Having separate systems for each function would have resulted in
inefficiencies, higher costs, and increased training requirements for our staff.
4. Cost Efficiency: Procuring separate solutions for each needed functionality (transcription, translation,
video, and texting) would have led to higher overall costs due to licensing, maintenance, and system
integration fees. The Prepared Live Assist platform provided a cost-effective, all-in-one solution.
Rev 2023.12.15 CDD
2
Rev 2023.12.15 CDD
3
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
Emergency Operations Manager
Sep-24-2024
Bradley Flanagan Brett Loeb
Sep-24-2024
9-1-1 Commander PCSO
Oct-01-2024
Rich Englehart
Deputy County Manager
Contract # 161.24 Revision: 2023.12.15 CDD
1
PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT, made March 15, 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 Invictus Apps, Inc., 575 Lexington Ave. 14th Floor, New York, NY 10022
(hereinafter called the “Contractor”) to perform the following work: Prepared Assist
Communications Service (“Project”).
I. Term of Contract: The term of this Contract is from March 15, 2024 to March 14, 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 Prepared assist communication
software services as described in Attachment “A”. In preforming the work, Contractor
will meet each of the County requirements for the project.
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
Fourty-Five ThousandFour Hundred dollars and 45400 cents ($45,400.00) for all
services rendered. By contract or amendment, the County and Contractor may
reallocate the budget among project tasks if the total budget amount remains
unchanged. Contractor shall invoice for the project monthly based on hours worked,
with payment expected within thirty (30) days of invoice. Any payment by the County
may be offset by any amount the Contractor owes the County for any reason.
IV. County’s Exclusive Ownership of Work Product. Drawings, specifications,
guidelines and other documents prepared by Contractor in connection with this
Contract shall be the property of the County. However, Contractor shall have the right
to utilize such documents in the course of its marketing, professional presentations, and
for other business purposes. Contractor assigns to County the copyrights to all work
prepared, developed, or created pursuant to this Contract, including the right to: 1)
reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4)
perform the works publicly; and 5) to display the work publicly. Contractor shall have
Contract # 161.24 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. Brad Flanagan, Emergency Operations Manager will manage
the project as the County’s Representative. In the event that Brad Flanagan is not
available, Brett Loeb, 911 Division Chief shall assume the County Representative’s
duties. The services provided and products delivered by the Contractor under this
Contract will be subject to review by the County’s Representatives, or a designee, for
compliance with Contractor’s obligations prior to final payment.
VI. Termination Prior to Expiration of Contract Term. The County has the right to
terminate this Contract, with or without cause, by giving written notice to the
Contractor of such termination and specifying the effective date thereof. Such notice
shall be given at least ten (10) days before the effective date of such termination. In
such event all finished or unfinished documents, data, studies and reports prepared by
the Contractor pursuant to this Contract shall become the County’s property. Contractor
shall be entitled to receive compensation in accordance with the Contract for any
satisfactory work completed pursuant to the terms of this Contract prior to the date of
termination. Notwithstanding the above, Contractor shall not be relieved of liability to
the County for damages sustained by the County by virtue of any breach of the Contract
by the Contractor.
VII. Independent Contractor Status.
A. The parties to this Contract intend that the relationship between them contemplated
by the Contract is that of independent contractor. Contractor, and any agent,
employee, or servant of Contractor shall not be deemed to be an employee, agent,
or servant of Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin County under
this Contract. Contractor may choose to work for other individuals or entities
during the term of this Contract, provided that the basic services and deliverable
products required under this Contract are submitted in the manner and on the
schedule defined under this Contract.
C. Contractor warrants that all work produced will conform to all applicable industry
standard of care, skill and diligence in the performance of Contractor’s obligations
under this Contract.
D. Contractor shall not attempt to oversee or supervise the work or actions of any
Pitkin County employee, servant or agent in the course of completing work under
this Contract.
E. Contractor is not entitled to any Workers’ Compensation benefits through Pitkin
County and is responsible for payment of any federal, state, FICA and other income
taxes.
Contract # 161.24 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 # 161.24 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 # 161.24 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 # 161.24 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 # 161.24 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 # 161.24 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: Brad Flanagan
43 Sage Way
Aspen, CO 81611 Email: brad.flanagan@pitkin911.org
with copies to: Pitkin County Attorney’s Office
530 E. Main St., Suite #301
Aspen, Colorado 81611 Email: Attorney@pitkincounty.com To Contractor:
Invictus Apps, Inc.
575 Lexington Ave. 14th Floor New York, NY 10022 Phone: ( ) - Email: madeline@prepared911.com
Contract # 161.24 Revision: 2023.12.15 CDD
9
IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein above.
INVICTUS APPS, Inc. ________________________________________________
!#VENDOR SIGNATURE#! Date
PITKIN COUNTY, COLORADO RECOMMENDED FOR APPROVAL:
_________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date
COUNTY MANAGER APPROVAL: ________________________________________________
!#COUNTY MANAGER#! Date
Sep-24-2024
Emergency Operations Manager
Bradley Flanagan
Madeline Mariuzza
Head of Customer Success
Oct-01-2024
Deputy County Manager
Rich Englehart
Oct-01-2024
Version 5.0
Invictus Apps, Inc. • 575 Lexington Ave., 14th Floor, New York, NY 10022 • www.prepared911.com
SALES REPRESENTATIVE
Invictus Apps, Inc. Use Only
Luke Waldhart
SALES REPRESENTATIVE EMAIL
Invictus Apps, Inc. Use Only
luke.waldhart@prepared911.com
ORDER FORM SENT
Invictus Apps, Inc. Use Only
2024-03-07
ORDER FORM EXPIRATION DATE
Invictus Apps, Inc. Use Only
2024-04-06
Subscription Order for the
Prepared Assist Communications Service
This is an order for a subscription to the Prepared Communications Service by the client identified below (the
“Client”) made to Invictus Apps, Inc. (“Invictus”), a Delaware corporation having an office at 575 Lexington Ave.,
14th Floor, New York, NY 10022.
Name of Client:Pitkin County Regional Emergency Dispatch Center
Client Address: 43 Sage Way
Aspen, CO 81611
Client Phone Number: 9707781004
Client E-Mail: brad.flanagan@pitkin911.org
Document Ref: GGAZ9-VXFIM-EUYWQ-QLFWS Page 1 of 7
Version 5.0
Client Contact: Brad Flanagan
The Prepared™ Communications Service is a proprietary security and communications service of Invictus pursuant to
which Invictus generally makes available the capability to initiate, receive, manage, analyze, and synthesize
multimedia information provided by a Caller or a Caller’s mobile device.
Software Products
Name Price
Prepared Assist – Unlimited
80,000 to 100,000 Calls/Year
$75,400.00
Prepared OnScene
Up to 50 First Responders
$9,000.00
Year 1 Total $84,400.00
Billing Schedule
Billing Schedule Amount Due
Year 1
Billed at Effective Date
-$30,000 discount on Prepared Assist Unlimited
-$9,000 discount on Prepared OnScene
$45,400.00
Year 2
Billed 12 Months after Effective Date
+$9,000 on Prepared Onscene
-$30,000 discount on Prepared Assist Unlimited
$54,400.00
Document Ref: GGAZ9-VXFIM-EUYWQ-QLFWS Page 2 of 7
Version 5.0
Year 3
Billed 24 Months after Effective Date
+$9,000 on Prepared Onscene
-10% discount on Prepared Assist Unlimited and
Prepared OnScene
$75,960.00
Year 4
Billed 36 Months after Effective Date
+$9,000 on Prepared Onscene
$84,400.00
Year 5
Billed 48 Months after Effective Date
+$9,000 on Prepared Onscene
$84,400.00
Effective Date:Date that Client signs the Subscription Order for the Prepared Assist Communications Service.
Initial Term: The Initial Term is the 12 month period commencing on the Effective Date.
Payment Terms:
Payment for Service is due on the Effective Date and the start date of
each Renewal Period and shall be paid in full within 30 day of the due
date (Net 30). Except year 1, 110 days of the due date (Net110).
The following terms and conditions are incorporated by reference herein: (1) the Standard Terms and Conditions for
the Prepared™ Communications Service (the “Standard Terms”), attached hereto as Appendix A, which are also set
forth at https://www.prepared911.com/prepared-live-terms-and-conditions, together with all Schedules attached to or
referenced anywhere below, and (2) any Special Terms if applicable, attached hereto as Appendix B.
This document constitutes the “Order” for purposes of the Standard Terms and any Special Terms. Client wishes to
subscribe to and use the Prepared™ Communications Service as set forth on this Order below and subject to the
terms and conditions provided in the Standard Terms. This Order is subject to Invictus’ approval.
Capitalized terms used in this Order and not otherwise defined will have the meanings ascribed to them in the
Standard Terms or the other Appendices.
Document Ref: GGAZ9-VXFIM-EUYWQ-QLFWS Page 3 of 7
Version 5.0
This Order, together with the Standard Terms and these other Appendices hereto and the Schedules attached to
and/or referenced in any of the foregoing, contain the entire agreement and understanding of the parties with respect
to the subject matter hereof (the “Agreement”) and shall supersede and merge all prior and contemporaneous
communications, agreements, understandings, undertakings and obligations with respect to the subject matter hereof,
whether oral or written, unless the parties have entered into a separate definitive written agreement with respect to the
subject matter hereof which has been signed by the authorized representative(s) of each party. No modification of the
Agreement, including this Order or any Appendix hereto, shall be binding on either Party unless it is in writing and
signed by both Parties. Notwithstanding the foregoing, the Agreement does not supersede any Non-Disclosure
Agreement or Confidentiality Agreement, if any, entered into by the parties, which shall continue to be in full force and
effect.
By signing and returning this Order, the undersigned Client accepts and agrees to the terms and conditions of this
Order and the additional terms and conditions set forth in each of the Appendices to this Order and the Schedules to
this Order to the Appendices, if any, each as specified below which shall be incorporated herein by reference:
a. Appendix A – Standard Terms and Conditions for the Prepared™ Communications Service (see
https://www.prepared911.com/prepared-live-terms-and-conditions).
b. Appendix B – Special Terms
Each of Client and Invictus Apps, Inc., intending to be legally bound, hereby confirms its agreement to the terms and
conditions of this Order and the Agreement and have caused this Agreement to be executed by their duly authorized
officers as of the Effective Date set forth above.
I, the undersigned, warrant that I am authorized to sign this Order on behalf of
Client.
CLIENT:____________________________
By:____________________________
Name, Title:________________________________________________________
Date:____________________________
Pitkin County Regional Emer
Brad Flanagan Emergency Communications
Training Officer
2024-03-15
INVICTUS APPS, INC.
By:____________________________
Name, Title:________________________________________________________
Daniel Cho Head of Sales
2024 03 15
Document Ref: GGAZ9-VXFIM-EUYWQ-QLFWS Page 4 of 7
Version 5.0
Date:____________________________ 2024-03-15
Document Ref: GGAZ9-VXFIM-EUYWQ-QLFWS Page 5 of 7
Version 5.0
Appendix A – Standard Terms and Conditions for the
Prepared™ Communications Service
Corresponding Version of Terms and Conditions: Version 5.0
[https://www.prepared911.com/prepared-live-terms-and-condition]
Document Ref: GGAZ9-VXFIM-EUYWQ-QLFWS Page 6 of 7
Version 5.0
Appendix B – Special Terms
[None]
Document Ref: GGAZ9-VXFIM-EUYWQ-QLFWS Page 7 of 7
Signature Certificate
Reference number: GGAZ9-VXFIM-EUYWQ-QLFWS
Document completed by all parties on:
15 Mar 2024 19:33:45 UTC
Page 1 of 1
Signer Timestamp Signature
Brad Flanagan
Email: brad.flanagan@pitkin911.org
Recipient Verification:
Sent:15 Mar 2024 18:03:01 UTC
Viewed:15 Mar 2024 18:06:25 UTC
Signed:15 Mar 2024 18:24:24 UTC
✔Email verified 15 Mar 2024 18:06:25 UTC
IP address: 24.9.42.167
Location: Parachute, United States
Danny Cho
Email: danny@prepared911.com
Recipient Verification:
Sent:15 Mar 2024 18:03:01 UTC
Viewed:15 Mar 2024 19:32:50 UTC
Signed:15 Mar 2024 19:33:45 UTC
✔Email verified 15 Mar 2024 19:32:50 UTC
IP address: 172.58.89.31
Location: San Francisco, United States
Signed with PandaDoc
PandaDoc is a document workflow and certified eSignature
solution trusted by 50,000+ companies worldwide.
Page 1 of 1
Prepared
575 Lexington Ave Fl 14
New York, NY 10022
www.prepared911.com
INVOICE
BILL TO
Pitkin County Regional Emergency Dispatch Center
43 Sage Way
Aspen, CO 81611
INVOICE 1208
DATE 03/21/2024
DUE DATE 07/01/2024
ACTIVITY DESCRIPTION
Prepared Assist Unlimited Subscription Period: 3/15/24 - 3/14/25
Up to 100,000 Calls/Year
Prepared OnScene Subscription Period: 3/15/24 - 3/14/25
Up to 50 Sworn
Year 1 Discounts:
- Assist Unlimited: $75,400.00 List Price, $30,000.00 Discount
- OnScene: $9,000.00 List Price, $9,000.00 Discount.
-------------------------------------------------------------
Payment is accepted via Wire or ACH:
Account Number: 739451928318686
Routing Number: 121145349
Recipient / Beneficiary Info:
Invictus Apps, Inc.
10 E 38th St, Fl 9
New York, US, NY, 10016
-------------------------------------------------------------
If Wire or ACH is not available, mail checks to:
Prepared
575 Lexington Ave, Fl 14
New York, NY 10022
SUBTOTAL 45,400.00
TAX 0.00
TOTAL 45,400.00
BALANCE DUE $45,400.00
Certificate Of Completion
Envelope Id: 87426D16E81C4ABC8C446878A654321A Status: Completed
Subject: Invictus Apps, Inc. | Pitkin County Contract 161.24 for Review and Signature
Source Envelope:
Document Pages: 22 Signatures: 6 Envelope Originator:
Certificate Pages: 6 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
9/24/2024 2:28:18 PM
Holder: Pitkin County Procurement
Procurement@PitkinCounty.com
Location: DocuSign
Signer Events Signature Timestamp
Bradley Flanagan
brad.flanagan@pitkin911.org
Emergency Operations Manager
Pitkin County Regional Emergency Dispatch Center
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 50.226.82.242
Sent: 9/24/2024 2:33:43 PM
Viewed: 9/24/2024 2:35:14 PM
Signed: 9/24/2024 2:35:22 PM
Electronic Record and Signature Disclosure:
Accepted: 11/12/2021 6:13:25 PM
ID: 33cfe66c-db7f-4494-86ce-fd2b075e7dc6
Company Name: Pitkin County, Colorado
Bradley Flanagan
brad.flanagan@pitkin911.org
Emergency Operations Manager
Pitkin County Regional Emergency Dispatch Center
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 50.226.82.242
Sent: 9/24/2024 2:35:24 PM
Resent: 9/24/2024 2:51:44 PM
Viewed: 9/24/2024 2:53:22 PM
Signed: 9/24/2024 2:53:39 PM
Electronic Record and Signature Disclosure:
Accepted: 11/12/2021 6:13:25 PM
ID: 33cfe66c-db7f-4494-86ce-fd2b075e7dc6
Company Name: Pitkin County, Colorado
Brett Loeb
brett.loeb@pitkin911.org
9-1-1 Commander PCSO
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 50.226.82.242
Sent: 9/24/2024 2:53:42 PM
Viewed: 9/24/2024 3:08:28 PM
Signed: 9/24/2024 3:08:39 PM
Electronic Record and Signature Disclosure:
Accepted: 9/24/2024 3:08:28 PM
ID: 13b373d4-b46b-4fdb-b8e4-0e3d655de980
Company Name: Pitkin County, Colorado
Madeline Mariuzza
madeline@prepared911.com
Head of Customer Success
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 47.230.129.173
Sent: 9/24/2024 2:53:41 PM
Viewed: 9/24/2024 3:36:40 PM
Signed: 10/1/2024 12:17:26 PM
Signer Events Signature Timestamp
Electronic Record and Signature Disclosure:
Accepted: 9/24/2024 3:36:40 PM
ID: 5064aa01-840f-496c-b851-68e78b7d958c
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: 172.103.36.129
Sent: 10/1/2024 12:17:28 PM
Viewed: 10/1/2024 12:42:15 PM
Signed: 10/1/2024 12:42:39 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: 10/1/2024 12:42:41 PM
Resent: 10/1/2024 12:42:51 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: 10/1/2024 12:42:43 PM
Viewed: 10/1/2024 2:04:01 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Brad Flanagan
brad.flanagan@pitkin911.org
Emergency Operations Manager
Pitkin County Regional Emergency Dispatch Center
Security Level: Email, Account Authentication
(None)
Sent: 10/1/2024 12:42:44 PM
Electronic Record and Signature Disclosure:
Accepted: 11/12/2021 6:13:25 PM
ID: 33cfe66c-db7f-4494-86ce-fd2b075e7dc6
Company Name: Pitkin County, Colorado
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/24/2024 2:33:43 PM
Envelope Updated Security Checked 9/24/2024 2:51:35 PM
Certified Delivered Security Checked 10/1/2024 12:42:15 PM
Signing Complete Security Checked 10/1/2024 12:42:39 PM
Completed Security Checked 10/1/2024 12:42:44 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
you with 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 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: Bradley Flanagan, Bradley Flanagan, Brett Loeb, Madeline Mariuzza, Brad Flanagan
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.