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HomeMy WebLinkAboutC15-495 Seamless DocsSEAMLESSDOCS LICENSE AGREEMENT This Agreement is by and between Bizodo Inc. d /b /a Seamless Docs, a New York Corporation authorized to do business in Colorado ( "Seamless" or "SeamlessDocs ") and Eagle County, Colorado, a body corporate and politic ("County" or "Licensee "). This Agreement is effective as of the l day of December, 2015 (the "Effective Date "). This License Agreement is subject to the following terms and conditions. 1. LICENSE; LICENSEEOBLIGATIONS 1.1 LicenseGrant Subject to the terms and conditions of this License Agreement (the "Agreement"), including without limitation the payment of any required license fees, SeamlessDocs grants to Licensee a nonexclusive, non - transferable license to use, for the purposes of the Licensee's internal professional use only: (i) SeamlessDocs designated softwarein object code form only, whether accessed remotely via SeamlessDocs' Internet site (the "Site ") or otherwise; (ii) any associated access data, such as a password or passphrase; and (iii) all related documentation (collectively referred to as the "Licensed Property "). The Licensed Property includes access to SeamlessDocs proprietary on line form development tools and data collection product as outlined in the Proposal which is attached hereto and incorporated herein as Exhibit A. 1.2 Restrictions on Use Licensee acknowledges that the Licensed Property and its structure, organization, content, and source code constitute valuable intellectual property and /or trade secrets of SeamlessDocs and its licensors and suppliers. Licensee shall not provide Licensee's password to, or otherwise provide access to the Licensed Property to, any other third party, or sublicense, rent, or lease the Licensed Property to any third party. Licensee shall not, and shall not permit any third party to: (i) modify, adapt, alter, translate, or create derivative works from the Licensed Property; (ii) merge the Licensed Property with other software, whether online or otherwise; (iii) sub - license, distribute, sell, provide for service bureau use, lease, rent, loan, or otherwise transferthe Licensed Property to any third party; (Iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Licensed Property; (v) remove or alter any notices in the Licensed Property. Without limiting the foregoing, the restrictions on use of the Licensed Property shall apply to any Licensed Property supplied to SeamlessDocs by itsthird partysuppliers and contractors. 1.3 Acknowledgements, Warranties, and Indemnity Licensee acknowledges and agrees that although the Site may include legal related information, no recommendations are being made by SeamlessDocs regarding Licensee's decisions related to any agreements, forms or related advice. Nothing on the Site or otherwise provided by SeamlessDocs constitutes, and Licensee should not consider anything on the Site or provided via SeamlessDocs to be, investment, accounting, tax, or legal advice. For any such advice, please contact Licensee's own financial advisors, accountants or attorneys regarding Licensee's individual circumstances and needs. LICENSEE FURTHER REPRESENTS AND WARRANTS THAT: (1) LICENSEE SHALL .NOT HOLD OUT SEAMLESSDOCS AS AN "INVESTMENT ADVISER," AS SUCH TERM IS DEFINED IN THE U.S. INVESTMENT ADVISERS ACT OF 1940 OR ANY OTHER APPLICABLE FEDERAL, STATE, LOCAL, OR TRIBAL LAW OR REGULATION ( "ADVISERS ACTS"), (2) SeamlessDocs has full right and authority to perform its obligations under this Agreement; (3) the Licensed Property shall perform substantially as described in the Proposal which is attached as Exhibit A; (4) the Licensed Property shall remain at all times In compliance with generally applicable federal laws and regulations and SeamlessDocs shall perform its obligations under this Agreement in accordance with applicable laws and regulations; (S) the services shall be performed using sound, professional practices and In a competent and professional manner by knowledgeable, trained, and qualified personnel; (6) no portion of the Licensed Property contains any "back door", "time bomb ", "trojan horse", "worm ", "drop dead device", virus" or other computer software routines or hardware components designed to: (a) permit access or use of either the Licensed Property or County's computer systems by SeamlessDocs or a third party not authorized by this Agreement; (b) disable, damage, or erase the Licensed Property or County Data; or (c) perform any other such actions; (7) the Licensed Property and the design thereof shall not contain preprogrammed preventative routines or similar devices that prevent County from exercising the rights set forth in this Agreement or from utilizing the Licensed Property for the purpose for which it was designed; and (8) SeamlessDocs' arrangements with its subcontractors and agents who provide services to SeamlessDocs in connection with the performance of SeamlessDoc's obligations hereunder shall be in compliance with the terms and conditions of this Agreement. SeamlessDocs further represents and warrants to County that it is the owner of all right, title and interest in and to the Licensed Property and related applications, and that the use of the Licensed Property as contemplated herein does not infringe on any copyright or on any United States patent, or any other intellectual property right of any third party, and that as of the date of this Agreement, no third party has asserted a claim of any such infringement against SeamlessDocs. In the event any infringement claim is made, SeamlessDocs agrees to immediately notify County in writing of such claim. 1.4. Indemnification of Licensee SeamlessDocs shall indemnify Licensee, and any of its officers, agents and employees against all claims, liabilities, losses, damages and costs, including reasonable attorneys fees, reasonably incurred in the defense of any claim brought against Licensee by third parties (i) arising directly or indirectly out of the performance or nonperformance of this Agreement or misconduct or negligence by SeamlessDocs or any of its subcontractors, or(ii) allegingthat use of the Licensed Property by Licensee or its authorized users infringes or misappropriates any United States patent; a copyright; or trade secret rights, so long as Licensee promptly notifies SeamlessDocs in writing of any such claim and SeamlessDocs is permitted to control fully the defense and any settlement of such claim as long as such settlement shall not include a financial obligation on or admission of liability by Licensee. SeamlessDocs may settle any claim of infringement or misappropriation on a basis requiring SeamlessDocs to substitute for the Licensed Property alternative substantially equivalent non infringing programs. This indemnification shall not apply to claims by third parties against County to the extent that County is liable to such third party for such claims without regard to the involvement of SeamlessDocs or to the extent that damages result from the negligence of County's officers, agents and employees. This paragraph shall survive expiration or termination hereof. 1.5 Fees In consideration for SeamlessDocs's performance under this Agreement, Licensee agrees to pay $4,950 upon receipt of an invoice from SeamlessDocs for the right to access and use the Licensed Property and be granted a thirty (30) day money back guarantee (defined below). County is a tax exempt entity and all amounts payable under this Agreement by County shall exclude all applicable sales, use, and other taxes, and all applicable export and import fees, customs dutles, and similar charges. SeamlessDocs shall be responsible for payment of all federal and state taxes on monies paid to SeamlessDocs under this Agreement. 1.6 Annual Maintenance Fee In addition to the consideration amounts set forth in paragraph 1.5 of this Agreement, Licensee hereby agrees to pay SeamlessDocs an Annual Maintenance Fee for each yearthis contract is effect. The Annual Maintenance Fee shall be calculated asfollows: five percent (5 %) of the amounts set forth in paragraph 1.5 of this Agreement to be paid upon the anniversary of the second year of this Agreement and everya nn iversarythereafter while the Agreement is in effect. 2. TERM OFAGREEMENTANDTERMINA71ON The term of this Agreement shall begin on the Effective Date and shall be for a period of one year subject to the thirty (30) day money back guarantee. The Licensee shall have thirty (30) days from the Effective Date to cancel the agreement with no penalty and all sums paid by Licensee to SeamlessDocs shall be returned to Licensee within thirty (30) days of the notice of cancellation ( "money back guarantee "). The Agreement shall remain in full force and effect for a period of one (1) year subject to early termination as set forth herein. The term of this Agreement may be extended for additional one year periods upon ninety (90) days' notice from either party of their desire to maintain the Agreement in full force and effect. The parties agree that in no event may the annual fees or prices set forth in the proposal increase by more than three percent (3 %) in any year. Either Party may terminate this Agreement in the event of a breach of any term or condition of this Agreement by the other Party upon thirty (30) days prior written notice (which may be provided via e-mail to the e-mail address of such noticed Party which is not cured within such notice period (provided that such breach is reasonably curable),In addition, the Parties may terminate this Agreement upon ninety (90) days written notice without cause and without penalty therefor, or immediately if a Party becomes insolvent, commits an act of bankruptcy or is subject to a proceeding in bankruptcy. Should the Parties terminate this Agreement for any of the foregoing reasons, Licensee shall immediately cease use of the Licensed Property and all materials or County Data stored with SeamlessDocs shall be immediately (i) returned to Licensee in both csv file format and pdf format; and (ii) shall be destroyed with proof of destruction provided to Licensee within thirty (30) days, unless otherwise agreed in writing. Notwithstanding the foregoing SeamiessDocs shall maintain audit log of any electronic signature for a period of seven (7) years from the date of the signature and shall make such audit log available to licensee upon request. 3. UPGRADES AND ENHANCEMENTS TO LICENSED PROPERTY During the term of this Agreement, SeamlessDocs may provide or make available to Licensee certain upgrades, bug fixes and the like which it makes generally available, at no additional charge (to the extent generally provided at no additional charge). Licensee agrees that SeamlessDocs may provide any of the foregoing by means of making download available on its Internetsite. In addition to upgrades and enhancements, updates are made weekly at Seamless Docs sole expense to fix any bugs and implement software optimizations. ALT Litii rirLL' 7Ti lJ SeamlessDocs represents and warrants that the Proposal and the statements set forth therein are true and accurate as of the date of this Agreement and SeamlessDocs shall comply with the terms of this Agreement and the Proposal during the Term of this Agreement and any extension hereto. SeamlessDocs shall make commercially best efforts at its sole cost and expense to promptly modify or replace any Licensed Property which the parties mutually agree, fails when properly installed, to conform substantially to the functional specifications set forth in the applicable product user documentation and in accordance with the standards established by "Vendor Rating" as identified on the Functional Requirement Worksheet which is attached hereto and incorporated herein as Exhibit B. Alternatively, SeamlessDocs may at its option refund the license fee(s) paid by or behalf of the Licensee or a ratable share of the license or access fee(s) paid under this Agreement, with the amount to be refunded in eithercase being proportionate to the remaining license period. In such event, SeamlessDocs shall return and destroy the County Data as set forth In paragraph 8.9 hereof. SeamlessDocs does not warrant that operation of the Licensed Propertywill be uninterrupted orerrorfree. OTHER THAN THE WARRANTITES SET FORTH IN THIS AGREEMENT AND IN THIS SECTION 4, SEAMLESSDOCS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE LICENSED PROPERTY THE WARRANTY SET FORTH IN THIS SECTION 4 DOES NOT APPLY WITH RESPECT TO ANY DEFECT, FAILURE OR NON- CONFORMITY OF THE LICENSED PROPERTY RESULTING FROM IMPROPER INSTALLATION, NEGLECT, ACCIDENT, UNREASONABLE USE, OR SERVICING OR MODIFICATION OF THE LICENSED PROPERTY BY ANYONE OTHER THAN SEAMLESSDOCS OR AN ORGANIZATION CERTIFIED BY SEAMLESSDOCS. THIS DISCLAIMER OF WARRANTIES SHALL SURVIVE AND CONTINUE TO APPLY AFTER TERMINATION AND /OR EXPIRATION OF THIS AGREEMENT. FURTHERMORE, THE LICENSED PRODUCTS ARE INTENDED FOR USE ONLY BY RESIDENTS OF THE UNITED STATES AND IN NO EVENT DOES SEAMLESSDOCS REPRESENT OR WARRANT THAT THE LICENSED PRODUCTS OR PRACTICES RELATED THERETO, INCLUDING PRIVACY POLICIES AND PRACTICES, COMPLY WITH THE LAWS OF ANY FOREIGN JURISDICTION OR THAT THE ELECTRONIC SIGNATURE EFFECTED WITH THE LICENSED PRODUCT IS ENFORCEABLE UNDER THE LAW OF SUCH FOREIGN JURISDICTION. SEAMLESSDOCS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORALOR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE OF USINGTHE ON-DEMAND SERVICES IN A PARTICULAR COUNTRY AND /OR FOR A PARTICULAR LICENSED PRODUCT OR COMPONENT THEREOF. 5. LIMITATION ON DAMAGES EXCEPT AS TO INDEMNITY FOR CLAIMS OF INFRINGEMENT SET FORTH IN 1.4, IN NO EVENT SHALL SEAMLESSDOCS' LIABILITY TO THE LICENSEE OR ANY OTHER PARTY ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH ANY LICENSED PROPERTY OR FAILURE TO COMPLY WITH THIS AGREEMENT EXCEED THE LIMITS OF INSURANCE CARRIED BY SEAMLESSDOCS WHICH INSURANCE SHALL BE IN AT LEAST THE MINIMUM AMOUNTS SET FORTH IN SECTION 13 HEREOF. SEAMLESSDOCS SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES ARISING UNDER THIS AGREEMENT. THIS LIMITATION OF DAMAGES SHALL SURVIVE AND CONTINUE TO APPLY AFTER TERMINATION AND /OR EXPIRATION OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL SEAMLESSDOCS BE RESPONSIBLE FOR, OR HAVE ANY LIABILITY WITH RESPECT TO, ANY CLAIMS BROUGHT BY LICENSEE OR OTHER PERSON WITH RESPECT TO THE ENFORCEABILITY OF ANY ELECTRONIC SIGNATURE EFFECTED PURSUANT TO THE LICENSED PRODUCTS OR ANY AUTHENTICATION OF ANY SUCH ELECTRONIC SIGNATURE. 6. ASSIGNMENT Except in the case of a transfer of all or substantially all of its asset, merger or other sale of such party's business, neither Party may assign ortransfer any of its rights or obligations underthis Agreement without the written consent ofthe other Party. 7. TERMS OF USE AND PRIVACY POLICY This Agreement shall supersede and control over any terms of use or other privacy policy that may be implemented by SeamlessDocs. The parties agree that the Master Services Agreement, disclaimers on SeamlessDocs webslte or other policies do not apply to County and its users. & SECURITY AND CONFIDENTIALITY 8.1 Data Ownership County owns all rights, title and interest in the forms and reports and County Data created through SeamlessDocs. "County Data" means all data created or in any way originating with the County, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the County, whether such data or output is stored on the County's hardware, SeamlessDoc's hardware or exists in any system owned, maintained or otherwise controlled bythe County or by Seamless Docs. 8.2 Data Protection Protection of County Data shall be an integral part of the business activities of SeamlessDocs to ensure there is no inappropriate or unauthorized use of the County Data or Personal Information at anytime. To this end, SeamlessDocs shall safeguard the confidentiality, integrity and availability of County Data or Personal Information and comply with the Standard of Care set forth in paragraph 8.3 or as otherwise set forth in this Agreement. SeamlessDocs shall not take any action to intentionally erase any County Data during any period of service suspension. 8.3 Standard of Care Licensee acknowledges and agrees that, in the course of its engagement with SeamlessDocs, SeamlessDocs may receive orgain accessto its County Data and Personal Information. SeamlessDocs will use "best efforts" to comply with the terms and conditions set forth below in its collection, receipt, access, transmission, storage, disposal, use and disclosure of such County Data and Personal Information. SeamlessDocs agrees to use "best efforts" to: (I) keep and maintain all County Data and Personal Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure; (ii) use and disclose County Data and Personal Information solely and exclusively for the purposes for which the County Data and Personal Information, or access to it, is provided pursuant to the terms and conditions of this Agreement, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available County Data and Personal Information for SeamlessDocs' own purposes orforthe benefitof anyone other than Licensee, in each case, without Licensee's prior written consent; and (iii) not, directly or indirectly, disclose County Data and Personal Information to any person other than SeamlessDocs' authorized employees and persons including any subcontractors, agents, outsourcers or auditors, without the express written consent from Licensee unless, and to the extent required by Government Authorities or as otherwise, to the extent expressly required by applicable law, in which case, SeamlessDocs shall notify Licensee before such disclosure. (iv) SeamlessDocs represents and warrants that its subontractors, outsourcer and employees shall comply with the terms and conditions of this Agreement including those related to security of County Data and Personal Information. 8.4 Security Assurances Notwithstanding anything herein to the contrary, Seamless Does shall use its best efforts to: (a) ensure that the software and Site is developed and deployed using secure coding practices and business processes in a manner that minimizes security flaws in the Licensed Property. SeamlessDocs will notify County In the event that SeamlessDocs makes a material change in those practices and processes. (b) SeamlessDocs will maintain and enforce safety and security procedures with respect to its access and maintenance of County Data and Personal Information (1) that are at least equal to industry standards for such types of locations, (ii) that are in accordance with reasonable County security requirements, and (iii) that provide reasonable appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of County Data and Personal Information accessible by Seamless Docs under this Agreement. Seamless Docs will not be responsible for the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of County Data or Personal information by County or its service providers. (c) All County Data and Personal Information must be stored in a secure environment that protects the County Data and Personal Information from unauthorized access, modification, theft, misuse, and destruction whether it resides in a repository or while in transit over networks. (d) All County Data and Personal Information shall be stored in the United States at all times. (e) The third party host will be storing County Data and Personal Information under this Agreement is Amazon Web Services. SeamlessDocs shall provide County with at least thirty (30) days' prior written notice of a change of the third party host of the data, unless an emergency requires otherwise. (f) SeamlessDocs shall notify County within twenty-four (24) hours of any breach of security (whether physical, data, or network) that results in the unauthorized access to County Data and Personal information. (g) SeamlessDocs shall notify County within seventy-two (72) hours of any dispute between SeamlessDocs and its third party host. (h) During the term of this Agreement, County may, but is not obligated to, perform remote security penetration audits of SeamlessDocs hosting environment as it relates to the receipt, maintenance, use, or retention of County Data and Personal Information. County agrees to give SeamlessDocs seven (7) days prior notice of any such audit. Such audits are limited to no more than once every six (6) months, unless either party is made aware of a security incident involving the software, Site or hosting environment. The security penetration audit may include, but not be limited to, the use of third party commercially available software security testing tools. If, based on the security penetration audit, County determines the software or Site to be insecure, then within seven (7) days of written notice of such non - secure status to SeamlessDocs, both parties shall meet and diligently work toward a reasonable solution to resolve the insecure status. If, as a result, SeamlessDocs is required to correct the insecure status, then Seamless Docs, at its cost and expense, shall use Its commercially reasonable best efforts to remedy the security flaws by modifying or replacing the software or hosting environment within thirty (30) days (the "Security Remedy Period "). Upon receipt of revised software and notice from SeamlessDocs that the security flaws have been remedied prior to the end of the Security Remedy Period, the software shall be again subject to a security audit at Seamless Docs expense. Notwithstanding any provision of the Proposal to the contrary, if the software, services or hosting environment is determined to be insecure and remains insecure at the end of the Security Remedy Period, County shall be deemed to have not accepted the software and services under the terms of this Agreement unless Licensee, in its sole discretion, otherwise expressly agrees in writing to accept the software and services notwithstanding that it is deemed to be insecure in accordance with this paragraph. With respect to this Agreement, Seamless Docs agrees to comply with all reasonable recommendations that result from such inspections, tests, and audits with reasonable timeframes. SeamlessDocs agrees to only use County Data and Personal Information for its intended use under this Agreement and not to "mine" any of the County Data or Personal Information for any purpose. 8.5 Information Security SeamlessDocs' collection, access, use, storage, disposal and disclosure of County Data and Personal Information does and will comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations and directives. SeamlessDocs agrees to use "best efforts" to implement administrative, physical and technical safeguards to protect County Data and Personal Information that are no less rigorous than accepted industry practices, and shall use "best efforts" to ensure that all such safeguards, including the manner in which County Data and Personal Information Is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Agreement. If, in the course of its engagement with Licensee, SeamlessDocs has access to or will collect, access, use, store, process, dispose of or disclose credit, debit or other payment cardholder information, SeamlessDocs shall at all times remain in compliance with the Payment Card Industry Data Security Standard (hereinafter "PCI DSS ") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DS$. 8.6 Personal Information "Personal Information" means information provided to SeamlessDocs by or at the direction of Licensee, or to which access was provided to SeamlessDocs by or at the direction of Licensee, in the course of the parties' performances underthis Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government - issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers). Licensee's business contact information is not by itself deemed to be Personal Information. 8.7 Confidentiality Each Party receiving Confidential Information (a " recelving Party ") hereunder shall (a) hold the Confidential Information in strict confidence, (b) exercise the highest degree of care in safeguarding the Confidential Information against any and all loss, theft or other inadvertent disclosure, and (c) take such steps as are necessary to ensure and maintain such confidentiality. Each receiving Party shall comply with all provisions of the export control laws of the United States and other relevant countries as such laws currently exist and as they may be amended from time to time, with respect to any export of any Confidential Information. Each receiving Party shall not disclose, transfer or in any way divulge, directly or indirectly, any of the Confidential Information, under any circumstances or by any means, to any third party without the prior written consent of the other party (the "disclosing Party"). Other than as is necessary for the performance of its obligations under this Agreement, the receiving Party shall not copy, transmit, reproduce, summarize, quote or make any commercial use whatsoever of any of the Confidential Information without the prior written consent of the other Party. The Confidential Information shall remain the exclusive property of the disclosing Party, and upon the termination or expiration of this Agreement, or at any time requested by the disclosing Party, the receiving Party shall promptly return to the disclosing Party (or certify the destruction as set forth in this Agreement) all of the Confidential Information that is in the control or possession of the receiving Party. Confidential Information means (a) any technical, financial, marketing or distribution or other technical or business information or trade secrets of the disclosing Party, including without limitation any and all ideas, concepts, techniques, processes, methods, systems, designs, cost data, computer programs, formulas, developmental or experimental work, work in progress, customers and suppliers, business plans and partners, branding and other business information, and (b) any information the disclosing party has received from others, including any County Data and Personal Information, which SeamlessDocs shall treat as confidential or proprietary, or which is disclosed under circumstances that would indicate to a reasonable person that the information ought to be treated as confidential by receiving Party. Notwithstanding the foregoing, Confidential Information does not include any information that (i) is or becomes readily available in public records or documents, other than as a result of a violation of the receiving party's obligations hereunder, (ii) is required to be disclosed pursuant to an applicable law, rule, regulation, it being understood that County is a governmental entity subject to the Colorado Open Records Act, subpoena or order of a court of competent jurisdiction, provided that the receiving Party immediately notifies the disclosing Party in order that it may take such action as necessary to protect its interests or (iii) is developed by the receiving Party independently without access to any Confidential Information of the disclosing Party. 8.8 Breach responsibilities (a) Upon identification of a data breach, SeamlessDocs shall (1) cooperate with County as reasonably requested by the County to investigate and resolve the breach, (2) promptly implement necessary remedial measures, as necessary, and (3) document responsive actions taken related to the breach, including any post - incident review of events and actions taken to make changes in business practices in providing the services, if necessary. (b) Unless otherwise stipulated, if a data breach is a direct result of SeamlessDoes breach of Its contract obligation to encrypt County Data and Personal Information or otherwise prevent its release, SeamiessDocs shall bear the costs associated with (1) the investigation and resolution of the breach; (2) notifications to individuals, regulators, or others required by state law; (3) a credit monitoring service required by state (or federal) law; (4) a website or toll -free number and call center for affected individuals required by state law; (5) complete all corrective actions as reasonably determined by vendor based on root cause. The foregoing items (1) one through (5) five are subject to limitations of liability identified in section 5. 8.9 Treatment of Data Upon Termination SeamiessDocs shall implement an orderly and immediate return of County Data and Personal Information in cvs file and pdf formats or such other mutually agreeable format and shall provide for the secure disposal of County Data and Personal Information within thirty (30) days with proof of such disposal to be provided to County. SeamlessDocs shall not take any action to intentionally erase any County Data and Personal Information for a period of sixty (60) days after the effective date of termination. Seamless Docs shall securely dispose of all County Data and Personal information in all of its forms, such as disk, CD /DVD, backup tape and paper, when requested by the County. County Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology approved methods. Notwithstanding the foregoingSeamlessDocs shall maintain an audit log of any electronic signature fora period of seven (7) years from the date of the signature and shall make such audit log available to licensee upon request. 8.10 Access to Security Logs And Reports Seamless Docs shall provide reports to the County upon request. Logs and reports shall include user access, user access IP address, user access history and security logs for all County Data and Personal Information related to this Agreement. 8.11 Export of Data County shall have the ability to export data In piecemeal or in its entirety at its discretion without interference from SeamiessDocs. 8.12 Business Continuity and Disaster Recovery SeamiessDocs is responsible for maintaining a backup of data for an orderly and timely recovery of such County Data in the event that services are interrupted. County Data should be recoverable within 24 hours. Additionally, SeamiessDocs shall store back up of County Data in an offsite "hardened" facility no less than weekly maintaining security of the County Data. 9. MISCELLANEOUS 9.1 Governing Law This Agreement shall be construed in accordance with the laws of the state of the Licensee, without regard to any conflict of law provisions. Any dispute arising under this Agreement shall be resolved exclusively by the state and federal courts of the address listed as the primary address of the Licensee. 9.2 Modification None oftheterms and conditions contained herein may be added to, modified, superseded or otherwise altered except byan instrument executed and delivered by each of Licensee and SeamiessDocs. 9.3 Waiver A waiver by either party of anyterm or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition in the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations, and agreements contained in this Agreement shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation oragreement of either party. 9.4 Enforceability The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision of this Agreement. 9.5 Severability Should any valid federal or state law, or final determination of any administrative agency or court of competent jurisdiction affect any provision of this Agreement, the provision or provisions so affected shall, to the fullest extent possible, be automatically deemed amended to give fullest effect possible to the original intent of the affected provision (and if not capable of being so amended, only the provisions so affected shall be automatically void) and this Agreement, as so amended, shall continue in full force and effect. 9.6 Force Majeure Neither party shall be liable for any (allure or delay in performance under this Agreement to the extent due to any contingency, delay, failure or cause of, any nature beyond the reasonable control of such party, including unavailability of telecommunications network or the Internet, fire, explosion, earthquake, storm or other weather, unavailability of necessary utilities or raw materials, strike or other labor difficulties, war or terrorist attack, insurrection, riot, acts of God, proclamation, ordinance or Instructions of government or other public authority, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement). 9.7 Survival The provisions contained herein which would by their nature survive the termination or expiration of this Agreement shall so survive. 9.8 Entire Agreement This Agreement, together with the cover page and any exhibits attached hereto or thereto, contains the entire understanding of the parties hereto relating to the subject matter hereof, superseding any previous oral or written agreements, understandings or representations and cannot be changed or terminated orally. 9.9 Construction Each party has had an opportunity to negotiate fully the terms of this Agreement and to consult with counsel with respect thereto. Accordingly, any rule of construction seeking to resolve any ambiguities against the drafting party shall not be _applicable in the interpretation ofth is Agreement. 9.10 Headings Paragraph titles are for convenien ce only a nd shall not affectthe interpretation of any paragraph of this Agreement. 9.11 Third Party Providers SeamlessDocs may from time to time utilize third party integration services or software. Licensee may from time to time request that SeamlessDocs Integrate with a third party service or software provider. integration may be performed on a case by case basis and at no time does SeamlessDocs claim to have any Intellectual property right or direct or indirect proprietary relationship with any third party service or software provider. The parties hereby agree that Integration may require third party cooperation. SeamlessDocs can neither warrant nor guarantee any service or software Integration by or with any third party service or software provider when integration Is being done at the request of Licensee. Integration Is entirely subject to the cooperation of the third party service or software provider. SeamlessDocs shall use its commercially reasonable efforts to accommodate Licensee's Integration requests. However, SeamlessDocs hereby provides no guarantees or assurances that Integration with Licensee's requested third party service or software providers is possible or fits within the defined scope of services. In scenarios where SeamlessDocs cannot integrate with Licensee's requested third party service or software providers, SeamlessDocs shall use its best efforts to provide an alternative solution. In those scenarios, SeamlessDocs shall only charge for h ours worked atthe discounted rate of $125.00 per hour. If for any reason, the third party service or software provider changes its application programming interface (hereinafter "API ") or integration settings and SeamlessDocs performs additional customization work, SeamlessDocs shall charge Licensee a discounted rate of $125.00 per hour. in addition, where a third party service or software provider closes off its API or discontinues an integration with SeamlessDocs, SeamlessDocs will use best efforts to modify the solution to accommodate anychanges. 9.12 TABOR Notwithstanding anything to the contrary contained In this Agreement, County shall have no obligations under this Agreement after, nor shad any payments be made to SeamlessDocs in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget law (C.R.S. 29 -1 -101 et.seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 10. MAINTENANCE, SUPPORT AND PROFESSIONAL SERVICES SeamlessDocs shall provide maintenance and support to Licensee as set forth In Exhibit A. Additional professional services are available at an additional cost at the rates set forth in Exhibit A. Prior to the performance of any professional services, the parties shall agree in writing on the scope of such services which shall be performed at the rates set forth in Exhibit A. 11. UPiIMECOMMITMENT SeamlessDocs will maintain a 99.9 percent uptime guarantee. 12. NOTICE Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number forthe transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Scott tingle 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970 -328 -3581 Facsimile: 970 - 328 -3594 E -Mail: scottlingle @eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970- 328 -8685 Facsimile: 970 -328 -8699 E -Mail: atty @eaglecounty.us SeamlessDocs: Bizodod Inc. dba Seamless Docs 30 Vandam St. New York, NY 10013 Telephone: 855.77SEAMEE5S Facsimile: NA E -Mail info @seamlessdocs.com 13 INSURANCE SeamlessDocs agrees to provide and maintain at SeamlessDoc's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. I. Workers` Compensation insurance as required by law. n. Commercial General Liability coverage to include premises and operations, personal /advertising injury, products /completed operations, broad form property damage with limits of liability not lessthan $1,000,000 per occurrence and $1,000,000 aggregate limits. Iii. Professional liability (Errors and Omissions) including Cyber Liability with prior acts coverage for all deliverables, Licensed Property or services and additional services required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less tha ,000,000 per claim and $3,000,000 in the aggregate. The insurance shall provide coverage for (1) liability arising from theft, disseminat aftrid/or use of confidential information, Personal Information and County Data stored ortransmitted in electronic form; (G) Network Security Liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to Licensed Property, software or services including, denial of access or services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to County or a third person's computer, computer system, network orsimilar computer related property and the data, software and programs thereon. iv. Crime Coverage shall include employee dishonesty, forgery or alteration and computer fraud. If SeamlessDocs is physically located on County premises, third party fidelity coverage extension shall apply. The policy shall include coverage for all directors, officers and employees of SeamlessDocs. The policy shall include coverage for extended theft and mysterious disappearance. The policy shall not contain a condition requiring an arrest orconversion. Limits shall be a minimum of $1,000,000 per loss. b. Other Requirements. I. The commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional Insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit C. ii. SeamiessDoc's certificates of insurance shall include subcontractors, if any as additional insureds under its policies or SeamlessDoc's shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. V. SeamlessDocs is not entitled to workers' compensation benefits except as provided by SeamlessDocs, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by SeamlessDocs or some other entity. SeamlessDocs is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. COUNTY OF EAGLE, STATE OF COLORADO, By and Throughj7OU TY MA`1G { By: Arent McFall, Cou ty Manager Bizodo Inc. d /b /a Seamless Docs Its:Walsh Costigan, Senior Government Associate EXHIBIT A PROPOSAL SeamlessGov Proposal The Future of Government Forms Exclusive . Proposal This proposal, and any attachments or links, is for the intended recipient(s) only, may contain information that is privileged, confidential and/or proprietary and subject to important terms and conditions available at seamlessdocs.com. If you are not the intended recipient, please disregard this proposal. 113 1 U C =� Prepared for: Amanda Bay ' i . • • M Prepared Date: Expiration Date: Eagle County, Co Walsh Costigan October 1, 2015 October 31, 2015 Overview Comprehensive Farms Engine and eSignature Platform Dedicated to Government Solutions XL ©ac> art. Si T c� Seam lessDocs, the parent to SeamlessGov, was founded to help governments become more efficient and effective organizations by streamlining the entire form process, from creation to storage. The platform turns simple forms into smart automated business processes. Our form specialists work with your government to help you use ourtechnologyto "seamlessly" become paperless. SeamlessGov exclusively works with the governments (federal, state, local). We specialize in solving paperless & efficiency initiatives across all departments and for any forms process. We are also proud members of the government accelerator Code for America whose mission is to empowercivic innovation. Whether you want to convert existing paper forms, create new .web forms or surveys, or easily electronically sign documents, the SeamlessDocs platform will be the solution for your organization. C 0 D Efilt- AMER"ICA United States of SeamlessD►ocs Over 150 local governments in 38 States. We don't like to brag, but it is important for our prospective governments to understand our dedication to governments, and their forms. The more governments we work with, the more we learn about their forms and their existing processes. In addition, the feedback that we get from each of our current governments helps us develop the product into a perfect solution for our current and future governments. We look forward for the opportunity to work with your agency and help you become more efficient with smarter online forms, Seamless Benefits By 2020, 1 in 3 Government transactions will be digital. Online Forms Complete, eSign, pay, and submit ANY type of form from theweb,tablet,orsmartphone. Cost Effective . Reduce amount of fundsthat are budgeted to wasteful paper operating expenses: Going Green Eliminates the dependence on paper both for your citizens & staff. Service Constituents will receive a higher level of service withfast & tra ns pa re nt service. Creating Forms A drag & drop form builder, al lowing you to build forms & surveys to easily collect data. Efficiency From creation of forms to storage & management, we automate the entire process. Security Increased level of security for completing & submittingforms with secure tracking system. Productivity Staff will spend less time completing wasteful paperwork tasks like data entry &scanning. Account Management Included in every SeamlessDocs Account is an unlimited amount of hands on training & support to ensure that your users get the most out of your investment. Dedicated SuccessTearn Every SeamlessDocs subscription comes with your very own dedicated success team. That success team includes your account manager, a team of support reps, as well as our product specialists. Your account manager will provide you with white glove concierge service that includes the training you need, answers to any questions you may have, and consulting for your automating your forms. Our success team guarantees a response time within 30 minutes for any inquiries or requests and we stand bythat. Training Our current government clients tell us that the platform is so easy to use that they don't need training! Regardless, we want to make sure that anyone who wants to use SeamlessDocs has the proper guidance and support to successfully use the tool. Because of this, training is provided an unlimited number of times throughout the subscription. Training can be provided via 30 minute or 1 hour screen share intervals where the account manager will walk the user through the platform and field any questions. In additionto the initial basic training that is conducted during onboarding, training sessions can be scheduled at will by any user duringthe duration of the subscription. Support Support is the backbone of our Success Team. Each account manager is there to support all users to ensure they get the most out of the platform and that we maximize value for staff and citizens. Ongoing support throughout the entire subscription is unlimited. Support is provided via Chat, Phone & Email, as well as a Community Center where you can post questions. We also make software updates weeklyto fix any bugs and implement software optimizations at no additional cost to our customer. Here is a table with more information on support. Account Management (cont'd) SeamiessDocs University A large part of the support and training that we provide is included in our proprietary education platform called Seamless University. Seamless University provides any SeamlessDocs user with in depth instructions on how to use most features within the platform. It includes how -to videos, step by step instructions with screenshots, and quizzes to fully certify a user as a Sea mlessDoc Pro! The SeamlessDocs University comes free of charge with all subscriptions and is the perfect way to being your training with the SeamlessDocs platform. It can even be used as a resource to answer questions if you'd rather not call, chat or email your account manager. Feel free to check out the manual at Ittp: / /universitV.seamlessdocs.com /. EMIMM Training Certification LCIBaY W] FAah. S@fi?'t>'t Yci -xc sktv°l.t3i 5'aC4d 30 il,e;tltPe.Ci (an g you,cwn paw tarp}crsrsah suet. Pricing Proposal: 1 Year Annual Subscription The following shows the licensing fees for this agreement as well as the specifics to usage limits for your custom account. # of Submissions Unlimited INCLUDED # of eSignatures Unlimited INCLUDED #of Backend Users Up to 5 INCLUDED # of Wizard's Unlimited INCLUDED Included with your SeamlessDocs Package are the following professional services. Onboarding begins with an implementation call with your Success Director. Dedicated Account ManagementTeam 1 Success Manager INCLUDED Virtual Training Sessions I Up to 3 INCLUDED Full Time Support Chat, Email,Phone INCLUDED Payment Terms Agreement Term: 1Year Effective Date: Payment is due upfront for the annual subscription. 5% maintenance fee iswaived for multi year deal. 10% discount for multi-year agreements, paid upfront. Annual Base Subscription Fees: $4,950 *Total Additional Services Fees: $0 Total Subscription Fees, $4,950 Total Proposal: $4,950 *See additional pages for add on costs Upgrades & Add -ons Payment Services (annual) (optional) $2,500 Start collecting payments directly from your form submissions. Set up an integration between your payment gateway. Use any payment provider or we will help you find onel SeamlessPay (Per Transaction) 396 Transaction Fee + $0.30 convenience' The easiest way to to collect payments on your forms with absolutely ZERO cost to your government. All of the fees get passed to the endconstituent. Private Labeling nnuafi � ( ) (optional) $1500 Rather than going to a U RL like governmentseamlessdocs .com /f /formname you will have a private labeled address, like docs.government /formname. Additional Users (annual) (optional) $500 Add additional admin or group users to your account. This includes the ability to set permissions on what certain users see once logged in. Citizen Portal (annual) (optional) $8,500 A way for your end citizens to login to SeamlessDocs and view the status of their form submission. This includes the ability to save and continue the process of filling out forms. Active Directory Integration (optional) $2,500 Full integration with your existing Active Directory account to make signing in and using SeamlessDocs even easier than it alreadyis. Form Center (one time) I (optional) $2,500 The Success Team will fully setup a public or private webpage that contains all of your desired Seamlessdoc Forms in an easy to use interface. See anytown.seamlessdocs.com. Database Integration (annual) i (optional) Inquire We can set up integrations with any 3rd party database which includes both the PDF and /or a CSV file automatically be synced to your database. Upgrades & Add- OnS(page2) SeamlessDocs API (annual) (optional) $10,000 Access to the SeamlessDocs API which includes UNLIMITED calls and support. More information regarding the API can be accessed at developers.seamlessdocs.com for all API documentation. Public Records Portal (annual) (optional) $2,500 TheSeamlessDocs Public Records Portal is a citizen facing solution builtto solvethe Records Request process. Citizens can search previous requests,submit newrequests, orseestatusof existing requests. On-site Training (optional) $2,000 In depth, hands -on training from a SeamlessDocs Expert for you and your team at your business.1 full day of training with all of your users. We will even buy lunch for the whole crew Professional Services Professional Paperless Conversion (optional) $150 /hour The SeamlessDocs Success Team will fully setup your SeamlessDocs and prepare them for implementation. This includes from conversion, consultation, and setup. Developer Consulting 1 (optional) $254 /hour The SeamlessDocs Development Team uses their form expertise to work with your organization and help customize the technical structure of the systems that manage your form process. I Automation Consulting (optional) $150 /hour The SeamlessDocs Success Team uses their form expertise to work with your organization and help customize the steps to automate the entire form process to maximize efficiency.form process. Order Form 1 year 3 years EMJY (Ouo� 6FwefnwjYJ G()O &OOLOILAJaX.1 C- 0'o � -r- CO 911 (P 3 Arnoodo, a (301Y I +-I nV 0 i C-C S 6) f r1j \7C ( -OUnj�/ - US F15 years and Bizodo Inc. dba SearnlessDocs ("SeamlessDocs") with an address of 30 Vandarn St. NY, NY 10013. Eagle County Representative: Signature Signer Name Signer Title Executed Date OtherNotes SearnlessGov Representative: Signature Signer Name Signer Title Executed Date Frequently Asked Questions Are SeamlessDocs simply tillable IRMO Nopel SeamlessDocs allow any form to be filled out, eSigned, and submitted electronically. We then automate the workflow of that form in multiple ways. Email notifications, a backend form management system, as well as existing database integrations. Where ismy data stored? We host all data with Amazon Web Servers (AWS); a world class server provider. We take privacy and security seriously. Our security officers have made sure that we have state of the art architecture to make sure that we can comply with any State or Federal certifications. How do 1 replace existingPDFs on my website? Your SeamlessDocs will have a unique URL link. Simply create a new hyperlink and place it on your website. Once someone clicks on that URL link they will instantly see your form and have the ability to fill it out, eSign (if necessary), and submit it. No download or sign up needed. Can attachmentsbe submitted aiongwith SeamlessDocs? How do I convert my existingpaperforms? Extremelysimple1 Login toyouraccountandclick on Upload. Choosefrom anyexistingformatand in seconds we give you a simple U RL Link so you can now access your cloud SeamlessDoc. In a matterofsecondsyou canget paperless. What type of forms can I use? Any form that you have, whether it is a .pdf, .doc, .docx, .xIs, xlsx can be turned into a new cloud SeamlessDoc. Our technology will automatically detect the fields in any form you have and allow you to customize the form with eSignatures and field validation. You can also create forms from scratch with ourform builder. Can we accept payment integration? Yep Regardless of what payment gateway you currently use, we can integrate your SeamlessDocs to allow for instant payment. If you don't currently support online payments we can set you up with our authorized government online payment provider to make the process more Seamless! We allow anyone to upload and attach supporting documentation to any form. Once they click submit, you will instantly have access to the files they upload. For example, they can upload a copy of their photo ID, or voided check by taking a picture on their cell phone. SAFEHARBOR &S. DEPARTIAINT OF COMMIRCE EXHIBIT B FUNCTIONAL REQUIREMENTS WORKSHEET Electronic Form - Eagle County Functional Requirements Electronic Form - Eagle County Functional Requirements 1 Customize text and logo on signature requested email 2. sender on emalls that go out for completed, signature requested etc... -------- -- - Can insert dynamic fields in subject One of email (Example 'Here is the signed copy Itorn Seamless Government' would become: Signed copy of "Open Burn Permit Ifrom "Signer I's name" on "date signed" - Seen ado: We use gm all with em all ,threading turned on, all emailswith the same subject line end up grouping together 3 google thinks its an email chain on I particular subject.) 10ption to send completed document attached in an email as a PDF out to all 4ksigners I Option to allow signers down the vmddlow chain can edit fields from previous (Example: Submitter routes form to Manager, Manager notices an error on r d would like to fix the error) — ----------- Conditional fields on web form (Example: If you select the checkbox in field 5, then 6;field 6-10 shows up for you to enter, othervAse signer not seefields6-10) 7 Attachments included with form as I PDF -------- - - -- Woptionto download entire package (form, attachments and signing history) In I PDF !Reminders and re-routing - Perform and signer you can establish a reminder ,workflow. (Example: Signer I submits form, Signer 2 has 24 hours to sign form !before they receive a reminder email, if form is not signed within 3 days form is 9: routed to another defined person to replaced signer 2) Signer In the workflow defines who another signer should be with a free form text 10, held. Example signer 2 (an employee) fills out email address of signer 3) Signer In the workflow defines who another signer should be with a drop down list ,created by user who built form Example signer 2(an employee) selects signer 3 11 i from a pre defined drop down list) Out of office mode: Can temporarily change form to forward to another signer if intended signer is unavailable. Add dates for which form should be forwarded to 12 temporary signer. Can define per form if a copy of completed form should be sent to additional 134 individuals groupform is sent town p signing - multiple people have the option to be the signer If f 14, emal group. ----- ----------- 15, Administrators can re-route document if signer is unavailable 16 Print form at any point in the signing process to be handled outside of the system. I] 4 4'� 4 41, Unfortunately, as part of eSIgnature legality, once a document is signed, signers can not change the document. A signer can argue that they were not aware of what they were signing, or that Ahe document they signed has changed. I A manager could deny a signature and :give reason which would allow the 0 1 person to resubmit. 3 '9 Months. Included for no additional Cost. 315 3�addtkne One later 4,$ 4 _kTA M-1-In re is a way to send to other signers if ieone is out of town, for example, by setting up email forwarding. There's a way to have it forwarded by date ugh. I'm sure we can add something if 4 :! Or included With conditionals. 4 'Similar to 24. The functionality is there, 41but not quite in the terms written here 41 16a Electronic Form - Eagle County Functional Requirements Can scan form back into the system at any point to continue signing process - ------------ - - 17iDownload csv or xml fie of all fields that have been captured on a farm 'Mass download of all completed forms as individual PDFs (with attachments 1Inckjdedin same PDF asfdtm). Can sort by form type and only download those 18iforms. — --------- - When using a PDF with fields, capture signer 1's email address but not an the form ra itself. ple: Joe 0 Public clicks on a link to NI out a form (made from a PDF fifth ovedayed fields), form does not ask for his email address, we want to Igr somehow capture his email address before he completes the document to submit. [Welifonn: display different event Imes submitter can choose from allow them to 2D add to their Google calendar the event time they chose. --- — ---- – ------ – --- 21 Unfim Red # of form s/ wizards that can be created and used 22�Unfimfted#iof signers allowed --------- -- 23` Users can be limited to see only forms they've been given rights to. Users that have rights to a specific for can see status of where the for is in the 24, workflow. 25j User can export fist data from for fields as csv and or excel Integration with jooi�le drive. Compelled documents would be saved automatically 26 to designated folder der In google drive, defined by user or administrator. 27; 2 step authenication available for users. 1 AN forms torn filling out, submission, storage and retrieval Is over an HTTPS 28 ! encrypted connection, – --l– --- --- ---1------. 1- —1111 ----- -- ----------- ------- 2M Vendor complies with Pit regulations Vendor complies with HIPPA Forms can be synced with Laserfiche our electronic document manaaement system Process payments through vendor. Pass fee's onto customer. User able to reverse 3V payment and fee If needed. 32': Signing experience is compatible on mobile devices such as nos, andriod etc... °Signer can create account after submitting a form to access the form they submitted 33 and completed form. 34 For can be created from PDF and system auto detects fields. 'Ability to create a web based for from scratch by adding pre-defined fields to a 'This is possible with either scan and upload or eFax. eFaxing the form back )into the system is a paid add on. On pii we automatically create a barcode : coversheet that associates with the 2�submission. 4 4 4 !This is possible for an additional cost of 2i$2500. 4� 41 We have the architecture set up but ;requires a dedicated AWS server. Price! range , ige depending on bandwidth used. Wo 2 ',use Amazon. 2 $5,001 I;You can use SeamlessPay which is ours I which is Included for free, or any other ;payment gateway, which would be an 41 ,addon for $5,000/year 4 -------- This is an addon we have, called Citizen Portal. Unlimited citizen accounts for $8,5001year. This Includes checking ,status of submissions, populating new iforms with previous Information, save 4;and continue abilities, and more. 4 35 i blank canvas. 4 36! Can copy forms and create a new for from the copy. 4 Me would have to understand use case :better. Web Form signatures cannot be 37 Webforms can be setup with a signature worklow just like PDF forms. 2 5g compliant. 38, Unfimlted number of signature fields and workflow steps can be added to aforin. 4 ------------- ------ Can upload new PDF to existing for without having to add fields all over again. Scenario: Rates change from 2014 to 2015, need to update document but all fields are in the same place. OR realized a typo In form, fixed In the PDF now need to fix 39', on the eform. 4 'Currently building out, and will be called "parallel signers". Approximately 9 Vlikirk1low can be configured to send to multiple signers at the same lime. Example: months, and will be included at no 40 Signer 1 is finished, for is then emailed out to signer 2 and 3. 3'additional cost when released 'in #40, once signer 2 and 3 sign the form, workflow can be built so it can be routed 41 to additional signers 3 included in parallel signers FA Electronic Form - Eagle County Functional Requirements Q1 1 LDAP integration - List all options available How long will documents and history be kept for? Is that number regardless of being a current client or not. Can documents and history be destroyed per client requests if partnership ends. 3 We use AuthO for LDAP, AD integration. I 21$50DO. 41 For a minimum of 3 !Yes, documents and data can be delete, : on request but Audit Logs of documents 4 !cannot. EXHIBIT C INSURANCE CERTIFICATE AC R °a CERTIFICATE OF LIABILITY INSURANCE °A� °D`Y'n� L----- 12/09/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holier is an ADDITIONAL INSURED, the policy(lies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and renditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endarsement(s). PRODDER CONTA NAME: Founder Shield PHONE Exti, 6468541058 115 a 23rd street as wL )I@foundershield.com New York, NY 10010 INSURER(SI AFFORDING COVERAGE I NANC If INSURED Bizodo, Inc. DBA Searnlessdocs 214 W 29th Street, Floor 5 Manhattan NY 10001 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR Y EFF LTR TYPE OFINSURANCE POLICY NUMBER Dt fDDiYYPOLICY EXP .,.._�,...��. _.... LIMITS A X COMMERCIAL GENERAL LIABILITY X I 105BARV1763 16/14/2015 6114/2016 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES Ea.court W1 _ __..., 1 000 Q00 -ME IXP An ane rson $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENLAGGREGATE LIMIT APPLIES PER., GENERAL AGGREGATE $ 2,000,000 POLICY 0 JECT LOC PRODUCTS - COMPIOP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY 10 58A RV1763 6/14/2015 6/14/2016 COMBHJEDSINGLE LIMIT Ea . 0de .�.�.. $ 1 ,�0 o ANY AUTO BODILY INJURY (Per person) $ X003NED SCHEDULED AUTOS BODILY INJURY (Per accident) $ NON -OWNED X HIRED AUTOS X AUTOS PROPERTY DAMAGE $ $ A t X UMBRELLA LIAB � BUR X 10 SBA RV1763 /2015 6/14/2016 EACH OCCURRENCE $ $12,000,000 EXCESS LIAB _CLAIMS -MADE j16/14 i AGGREGATE $ $2,000,000 DED I RETENTION$ i $ A WORKERS COMPENSATION IOWECAK9795 6/24/2015 6/24/2016 PER 1 OR 7ATUTE AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERiEXECUTIVE E.L EACH ACCIDENT $ 1,000,000 OFFICERIMEMBEREXCLUDEO? F-] (Mandatory in NH) N/A E.LDISEASE - EAEMPLOY $ 1,000,000 describe U DE S6 RIPTION OF OPERATIONS below € E.LDISEASE - POLICY LIMIT $ 1,000,000 B E &O /Cyber ESD01123982 j 6124/15 6 6/24/16 $1M occurrence /$3M aggregate DESCRIPTION OF OPERATIONS / LOCATIONS l VEHICLES (ACORD 1Q1, Additional Remarks Schedide, maybe attached if mole space is mgWmd) The certificate holder is listed as an additional insured. t_FRTIFI[:QTF Hni nF:A ralkir r-I I ATInN Eagle County, Colorado Amanda Bay 500 Broadway Eagle CO 81631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i r 0 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD