HomeMy WebLinkAboutC17-204 Digon Systems LLCAGREEMENT FOR SOFTWARE LICENSE
AND SUPPORT AND HOSTING SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
DIGON SYSTEMS, LLC
THIS AGREEMENT C'Agreernent") is effective as of 06/15/2017 by and between
DIGON Systems, LLC, a Colorado limited liability company (hereinafter "Vendor" or "Contractor") and Eagle
County, Colorado, a body corporate and politic (hereinafter "County").
1133 INFA f.9
WHEREAS, County desires to purchase the license and semi-annual support and hosting of the BUILDER software
for the condition assessment and maintenance program of Eagle County owned facilities (the "Project"); and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the Services as defined below in section 1 hereof and is authorized by the US Army
Carps of Engineers Construction Engineering Research Laboratory (CERL) to license BUILDER to non -Federal
clients; and
WHEREAS, Vendor is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the Software and Services defined below in sections 2 and 3 hereof, and
WHEREAS, this Agreement shall govern the relationship between Vendor and County in connection with the
Services.
INCORPORATION OF DOCUMENTS
The fallowing documents are attached hereto and, by this reference, incorporated into this Agreement:
Exhibit A Statement of Work and Fees
Exhibit B Insurance Certificate
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NOW, THEREFORE, in consideration of the foregoing and the fallowing promises Vendor and County agree as
follows:
nefinitinnc
1.1 "Authorized Persons" means the Vendor's employees, contractors, subcontractors or other agents who need
to access the County Data to enable the Vendor to perforin the services required.
1.2 "Services" means 1) the granting of access to and use of the BUILDER asset management software product
("BUILDER"), as further defined in Exhibit A; and 2) the provision of semi-annual support and hosting for the
BUILDER asset management software as further defined in the Scope of Work set forth in Exhibit A.
1.3 "Maintenance Services" means software maintenance and support and hosting services as provided in the
Statement of Work and Fees, which is attached hereto as Exhibit A, and incorporated herein by this reference.
C17-204
1.4 "Data Breach" means the unauthorized access by a non -Authorized Person(s) that results in the use,
disclosure or theft of County Data.
1.5 "County" means Eagle County Government
1.6 "County Data" means all data created or in arty 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 or was shared with the County by another law enforcement agency, whether such data or
output is stared on the County's hardware, the Vendor's hardware or exists in any system awned, maintained or
otherwise controlled by the County or by the Vendor.
1.7 "County Identified Contact' means the person or persons designated inwriting by the County to receive
security incident or breach notification.
1.8 "Security Incident" means the potentially unauthorized access by non -authorized persons to personal data
or non-public data the Vendor believes could reasonably result in the use, disclosure or theft of a County Data
within the possession or control of the Vendor. A security incident may or may not turn into a data breach.
1.9 "Software" means the BUILDER asset management software product, which will be hosted within the
Amazon AWS server environment and utilized by the County for the condition assessment and maintenance
program of Eagle County awned facilities, as further defined in Exhibit A hereto.
1.10 "Staternent of Work" means the written statement in a solicitation docurment or contract that describes the
County's service needs and expectations, attached hereto as FxhibitA.
1.11 "Updates" are arty small to large change in code or software functionality. Updates can remedy bugs or
provide greater functionality. All updates are included in the license fee.
1.12 "Vendor" means DIGON Systems and its employees, subcontractors, agents and affiliates who are
providing the services agreed to under the contract
2. Grant of License.
2.1 Vendor hereby grants to County the right to use BUILDER and its associated software components, media,
printed materials, and "online' or electronic documentation. The County is required to pay license fees based on the
square footage of building inventory uploaded to BUILDER. The annual agency -wide license fee includes all
security updates and software upgrades. The right to use BUILDER is not limited to number of users or site
locations. Vendor hereby represents and warrants to County that it is authorized by the US Army Carps of Engineers
Construction Engineering Research Laboratory (CERL) to license BUILDER to non -Federal clients for its use as set
forth in this Agreement.
2.2 Limitation of Use. County acknowledges and agrees that County will not reverse engineer, decompile, or
disassemble BUILDER, except and only to the extent that such activity is expressly permitted in writing by Vendor, and
by applicable law notwithstanding this limitation. Any third parties given access to BUILDER must also comply with the
Agreement. County must comply with all applicable laws regarding the use of BUILDER.
2.3 Ownership. Title, copyright, intellectual property rights and distribution rights of BUILDER remain
exclusively with the original authors at the Army Carps of Engineers, Construction, Engineering and Research
Laboratory (ERDC-CERL). Intellectual property rights include the function, look and feel of BUILDER This
Agreement constitutes a license for use only and is not in any way a transfer of ownership rights of BUILDER
3. Services or Work. Vendor agrees to diligently provide all services, labor, personnel and materials
necessary to perform and complete the services or work described in Exhibit A ("Services" or "Work") which is
attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
3.1 Support. Vendor will provide email and phone support for users of BUILDER during the hours of 8:00 AM
and 5:00 PM Mountain Time for the term of this Agreement. Arry defect found with the software will be scheduled
for inclusion in a future release. Site outage support is available 2417 with escalation phone service.
3.2 Hosting Environment. BUILDER will be hosted within the Amazon AWS server envirorunent. Reasonable
steps have been made within the application to protect unauthorized access to the data and 2417 monitoring of the
server environment is in place. All data is backed up to a separate data center and the uptime is 99.99% outside of
scheduled maintenance. All scheduled maintenance and software updates are performed after 10:00 PM Eastern
Time.
3.3 Vendor agrees to furnish the Services in accordance with the schedule established in Exhibit A. If no
completion date is specified in Exhibit A, then Vendor agrees to furnish the Services in a timely and expeditious
manner consistent with the applicable standard of care. By signing below Vendor represents that it has the expertise
and personnel necessary to properly and timely perforin the Services.
3.4 In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the
terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail.
4. County's Representatives. The Facility Management Department's designee shall be Vendor's contact(s)
with respect to this Agreement and performance of the Services.
5. Term of the Agreement. This Agreement shall conunence upon the date first written above, and subject to
the provisions of section 17 hereof, shall continue for one (1) year. Thereafter, this Agreement shall be
automatically renewed for successive periods of 12 months (each a "Renewal Term"), unless either party notifies the
other party of termination, in writing, at least sixty (60) days before the end of the initial Term or any Renewal
Term.
6. Fees.
6.1 For the Services provided during the initial Term and arty Renewal Term, County shall be responsible for
and shall pay to Vendor the fees as further described in Exhibit A, subject to the terms and conditions contained in
this Agreement. Compensation under this Agreement shall not exceed four thousand dollars ($4,000) for the
License Fee the first year and three thousand four hundred dollars ($3,400) the following years for the
License Renewal and Semi -Annual Support and Hosting Costs. Payment for Services provided in accordance
with the terms and conditions of this Agreement shall be due and payable thirty (30) business days after receipt of a
properly submitted and accurate invoice from Vendor.
6.2 Fees for Services and Maintenance Services for any Renewal Term may be: (a) increased no more than
three percent (3%) on an annualized per -user basis. Vendor shall provide County with notice of such increases in
fees no later than 60 days prior to the expiration of the then current Tenn or Renewal Tenn.
6.3 No Suspension of Services. Vendor shall not suspend any part of the Services where: (a) County is
reasonably disputing any amount due to Vendor; or, (6) any unpaid but undisputed amount due to Vendor is less
than ninety (90) business days in arrears.
6.4 County will not withhold any taxes from monies paid to the Vendor hereunder and Vendor agrees to be
solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the
terms of this Agreement.
6.5 Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations
under this Agreement after, nor shall any payments be made to Vendor in respect of any period after December 31
of arty year, without an appropriation therefor by County in accordance with a budget adopted by the Board of
County Conunissioners 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,
S ec. 20).
7. Subcontractors. Vendor acknowledges that County has entered into this Agreement in reliance upon the
particular reputation and expertise of Vendor. Vendor shall not enter into any subcontractor agreements for the
performance of any of the Services or additional services without County's prior written consent, which may be
withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all
personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom
County has an objection, in its reasonable discretion, shall be assigned to the Project. Vendor shall require each
subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be
bound to Vendor by the terms of this Agreement, and to assume toward Vendor all the obligations and
responsibilities which Vendor, by this Agreement, assumes toward County. County shall have the right (but not the
obligation) to enforce the provisions of this Agreement against any subcontractor hired by Vendor and Vendor shall
cooperate in such process. The Vendor shall be responsible for the acts and ornissions of its agents, employees and
subcontractors.
8. Insurance. Vendor agrees to provide and maintain at Vendor's sole cost and expense, the following
insurance coverage with limits of liability not less than those stated below:
8.1 Types of Insurance.
Workers' Compensation insurance as required by law.
ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily
injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles.
iii. Corrunercial General Liability coverage to include premises and operations, personal/advertising
injury, productslcornpleted operations, broad form property damage with limits of liability not less than $1,000,000
per occurrence and $1,000,000 aggregate limits.
8.2 Other Requirements.
i. The automobile and corrunercial 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 B.
ii. Vendor's certificates of insurance shall include subcontractors, if arty as additional insureds under
its policies or Vendor shall furnish to County separate certificates and endorsements for each subcontractor.
4
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. Vendor is not entitled to workers' compensation benefits except as provided by the Vendor,
nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Vendor or
some other entity. The Vendor is obligated to pay all federal and state income tax on any moneys paid pursuant to
this Agreement.
9. Indemnification. The Vendor shall indemnify and hold harmless County, and any of its officers, agents and
employees against arty losses, claims, damages or liabilities for which County may became subject to insofar as arty
such lasses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon arty
performance or nonperformance by Vendor or arty of its subcontractors hereunder; and Vendor shall reimburse
County for reasonable attorney fees and casts, legal and other expenses incurred by County in connection with
investigating or defending arty such lass, claim, damage, liability or action. This indemnification shall not apply to
claims by third parties against the County to the extent that County is liable to such third party for such claims
without regard to the involvement of the Vendor. This paragraph shall survive expiration or termination hereof.
10. Data Ownership. Vendor acknowledges and agrees that County awns all rights, title and interest in the
County Data. The Vendor shall not access County user accounts or County Data, except (1) in the course of data
center operations, (2) in response to service or technical issues, (3) for proactive service and problem resolution as
required by the express terms of this contract or (4) at the County's written request
11. Data Protection. Protection of County Data shall be an integral part of the business activities of the Vendor
to ensure there is no inappropriate or unauthorized use of County information at arty time. To this end, the Vendor
shall safeguard the confidentiality, integrity and availability of County information and comply with the fallowing
conditions:
11.1 The Vendor shall implement and maintain conunercially reasonable and appropriate administrative,
technical and organizational security measures to safeguard against unauthorized access, disclosure or theft of
County Data. Such security measures shall be in accordance with recognized industry practice.
11.2 All data obtained by the Vendor in the performance of this contract shall become and remain the property
of the County.
11.3 All County Data shall be encrypted in transit and at rest with controlled access, with the level of protection
and encryption identified for County upon request Unless otherwise stipulated, the Vendor is responsible for
encryption of the County Data.
11.4 At no time shall any data or processes — that either belong to or are intended for the use of a County or its
officers, agents or employees — be copied, disclosed or retained by the Vendor or arty party related to the Vendor
for subsequent use in arty transaction that does not include the County.
11.5 The Vendor shall not use arty information collected in connection with the service issued from this proposal
for any purpose other than fulfilling this Agreement.
11.6 The Vendor agrees to keep confidential all County Data, and agrees not to sell, assign, distribute, or
disclose arty such confidential information to any other person or entity without seeking written permission from the
County.
12. Data Location. The Vendor shall provide its services to the County and its end users solely from data
centers in the U.S. Storage of County Data at rest shall be located solely in data centers in the U.S. The Vendor
shall not allow its personnel or Vendors to store County Data on portable devices, including personal computers,
except for devices that are used and kept only at its U.S. data centers. The Vendor shall permit its personnel and
Vendors to access County Data remotely only as required to fulfill this agreement
12.1 Third party data locations: If the Vendor contracts with a third party for data -center or server storage,
Vendor must promptly provide written notice to County regarding identity of said third party. Vendor acknowledges
and agrees that Vendor will maintain all responsibilities for County Data and all Vendor agrees to ensure that all
obligations, restrictions and conditions contained in this Agreement with respect to County Data also apply to said
third party.
13. Security Incident or Data Breach Notification. The Vendor shall inform the County of any security
incident or data breach.
13.1 Incident Response: The Vendor may need to communicate with outside parties regarding a security
incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as
mutually agreed upon, defined by law or contained in the contract. Discussing security incidents with the County
should be handled on an urgent as -needed basis, as part of Vendor corrirnunication and mitigation processes as
mutually agreed upon, defined by law or contained in the contract.
13.2 Security Incident Reporting Requirements: The Vendor shall report a security incident to the appropriate
County identified contact irrunediately.
13.3 Breach Reporting Requirements: If the Vendor has actual knowledge of a confirmed data breach that
affects the security of any County content that is subject to applicable data breach notification law, the Vendor shall
(1) promptly notify the appropriate County identified contact within 24 hours or sooner, unless shorter time is
required by applicable law, and (2) take corrirnercially reasonable measures to address the data breach in a timely
manner. In the case of a data breach originating from the County's responsibilities, the Vendor will work with the
County to identify and resolve the Breach, but the County will be responsible for any remediation steps as required
by law.
14. Breach Responsibilities.
14.1 The Vendor, unless stipulated otherwise, shall immediately notify the appropriate County identified contact
by telephone and email in accordance with the agreed upon security plan or security procedures if it reasonably
believes there has been a security incident.
14.2 In the case of a Breach originating from the County, the Vendor will provide assistance to the County for
identification and resolution, but the County will have sole responsibility for arty remediation actions necessary as a
result of the Breach.
14.3 The Vendor, unless stipulated otherwise, shall promptly notify the appropriate County identified contact
within 24 hours or sooner by telephone and email, unless shorter time is required by applicable law, if it confirms
that there is, or reasonably believes that there has been a data breach. The Vendor shall (1) cooperate with the
County as reasonably requested by the County to investigate and resolve the data breach, (2) promptly implement
necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach,
including any post -incident review of events and actions taken to make changes in business practices in providing
the services, if necessary.
14.4 Unless otherwise stipulated, if a data breach is a direct result of the Vendor's breach of its contract
obligation to encrypt personal data or otherwise prevent its release, the Vendor shall bear the costs associated with
(1) the investigation and resolution of the data 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 a 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; all [(1) through (5)] subject to this contract's Iimitation of liability.
15. Notification of Legal Requests. The Vendor shall contact the County upon receipt of arty electronic
discovery, litigation holds, discovery searches and expert testimonies related to the County's Data under this
contract, or which in arty way might reasonably require access to the data of the County. The Vendor shall not
respond to subpoenas, service of process and other legal requests related to the County without first notifying the
County, unless prohibited by law from providing such notice.
16. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally
delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx
or other comparable courier service, charges 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 for the transmission, or (v) when transmitted via e-mailwith
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.
Eagle County, Colorado
Attention: Ron Siebert
590 Broadway
POB 850
Eagle, CO 81631
Telephone: 970-328-8881
Facsimile: 970-328-8782
E -Mail: ron.siebert@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
Vendor:
DIGCN Systems, LLC
420 S. Howes Street
Suite B-300
Fort Collins, CO 80521
Telephone: 1-800-895-9345
E -Mail: chris@digonsysLems.com
17. Termination.
17.1 County may terminate this Agreement, in whole or in part, at arty time and for arty reason, with or without
cause, and without penalty therefor with thirty (3 0) calendar days' prior written notice to the Vendor.
17.2 Either party may terminate this Agreement in the event that the other party commits a material breach of this
Agreement and fails to cure such material breach within twenty (20) days after receiving written notice of the same.
17.3 In the event of a termination of this Agreement, the Vendor shall implement (1) an orderly return of County
Data in a format to be determined by County in its sole discretion and at a time agreed to by the parties; and (2) the
subsequent secure disposal of County Data.
17.4 In the event of a termination of this Agreement, County will cease use of the Services, except as needed for
the orderly return of County Data.
17.5 During any period of service suspension, the Vendor shall not take any action to intentionally erase any
County Data.
17.6 In the event of termination of any services or agreement in entirety, the Vendor shall not take any action to
intentionally erase arty County Data for a period of 60 days after the effective date of termination. After such
period, the Vendor shall have no obligation to maintain or provide arty County Data and shall thereafter, unless
legally prohibited. After the 60 day period, unless otherwise agreed upon by Vendor and County in writing, Vendor
will securely dispose all County Data in its systems or otherwise in its possession or under its control.
17.7 The County shall be entitled to any post -termination technical assistance generally made available with
respect to the Services.
17.8 The Vendor shall securely dispose of all requested data in all of its forms, such as disk, CD/ DVD, backup
tape and paper, when requested by the County. Data shall be permanently deleted and shall not be recoverable,
according to National Institute of Standards and Technology (NIST) -approved methods. Certificates of destruction
shall be provided to the County.
18. Export of Data. The County shall have the ability to export data in piecemeal or in entirety at its discretion
without interference from the Vendor. This includes the ability for the County to export data to/from other Vendors
or service providers in a CSV format or other mutually agreeable format.
19. Venue, Jurisdiction and Applicable Law. Arry and all claims, disputes or controversies related to this
Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the
sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be
governed by the laws of the State of Colorado.
20. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same
instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the fallowing
two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or
facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized
signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of
electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121.
21. Other Contract Requirements and Vendor Representations.
21.1 Vendor has familiarized itself with the nature and extent of the Services to be provided hereunder and the
Project, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in arty
manner affect cast, progress, or performance of the Services.
21.2 Vendor will make, or cause to be trade, examinations, investigations, and tests as he deems necessary for
the performance of the Services.
21.3 To the extent passible, Vendor has correlated the results of such observations, examinations, investigations,
tests, reports, and data with the terns and conditions of this Agreement.
21.4 To the extent passible, Vendor has given County written notice of all conflicts, errors„ or discrepancies.
21.5 Vendor agrees to work in an expeditious manner, within the sound exercise of its judgment and
professional standards, in the performance of this Agreement. Time is of the essence with respect to this
Agreement.
21.6 This Agreement constitutes an agreement for performance of the Services by Vendor as an independent
Contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a
relationship of employer-employee, master -servant, partnership, joint venture or any other relationship between
County and Vendor except that of independent Vendor. Vendor shall have no authority to bind County.
21.7 Vendor represents and warrants that at all times in the perforrmance of the Services, Vendor shall cormply
with any and all applicable laws, codes, rules and regulations.
21.8 This Agreement contains the entire agreement between the parties with respect to the subject matter hereof
and supersedes all other agreements or understanding between the parties with respect thereto.
21.9 Either party shall not assign any portion of this Agreement without the prior written consent of the other
party. Any attempt to assign this Agreement without such consent shall be void.
21.10 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations
hereunder are reserved solely for the parties, and not to arty third party.
21.11 No failure or delay by either party in the exercise of arty right hereunder shall constitute a waiver thereof.
No waiver of any breach shall be deemed a waiver of arty preceding or succeeding breach.
21.12 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity
or enforceability of any other provision hereof.
21.13 The signatories to this Agreement aver to their knowledge no employee of the County has any personal or
beneficial interest whatsoever in the Services or Property described in this Agreement. The Vendor has no beneficial
interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and
Vendor shall not employ any person having such known interests.
21.14 The Vendor, if a natural person eighteen (18) years of age or alder, hereby swears and affirms under
penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal
law, (ii) to the extent applicable shall comply with C.R. S. 24-76.5-103 prior to the effective date of this Agreement.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF COLORADO, By and
Through Its COUNTY MANAGER
Bryan R. Treu, Interim County Manager
DIGO ' I.L O m
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By:
Print Name: Christopher Nolin
Title: Vice President
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EXHIBIT A
STATEMENT OF WORK AND FEES
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I G%'o N
SYSTEMS
digonsystems.com V 800.895.9345 TRUSTED BUILDER, ROOFER AND R
License Cost & Invoicing
Usage Pricing
The cost of BUILDER is based on square foot of building inventory uploaded to BUILDER.
Any license upgrade fees will be pro -rated based on previous tier purchase. All code upgrades are included with a
current license.
Invoices
Regular hosting and support invoices are sent every 6 months. License renewal invoices sent annually after the first
year of license purchase date. Tier upgrade invoices will be provided one month following the identification of
additional square footage license tier requirement. Invoices are payable net 30 through a check or a credit card.
Support
The Company will provide email and phone support for users of BUILDER during the hours of 8:00 AM and 5:00 PM
Mountain Time for the term of this Agreement. Any defect found with the software will be scheduled for inclusion in a
future release. Site outage support is available 24/7 with escalation phone service.
Hosting Environment
BUILDER will be hosted within the Amazon AWS server environment. Reasonable steps have been made within the
application to protect unauthorized access to the data and 24/7 monitoring of the server environment is in place. All
data is backed up to a separate data center and the uptime is 99.99/0 outside of scheduled maintenance. All scheduled
maintenance and software updates are performed after 10:00 PM Eastern Time.
Initial Term
The term of this Agreement shall be from the date of execution of this Agreement, and extending for a period of 12
months, unless terminated as provided herein, or extended by amendment.
STANDARD
PREMIUM
SUPERIOR
EXPANSION
BLOCKS
MAXIMUM ASSETS SERVICED
1M
2.5M
10M
1OMSF
(GROSS SQUARE FEET)
increments
LICENSE FEE
$4,000
$8,000
$16,000
$5,000
LICENSE RENEWAL
$1,000
$2,000
$4,000
$2,000
SEMI-ANNUAL SUPPORT AND
$1,200
$2,400
$3,200
$1,000
HOSTING COST
Any license upgrade fees will be pro -rated based on previous tier purchase. All code upgrades are included with a
current license.
Invoices
Regular hosting and support invoices are sent every 6 months. License renewal invoices sent annually after the first
year of license purchase date. Tier upgrade invoices will be provided one month following the identification of
additional square footage license tier requirement. Invoices are payable net 30 through a check or a credit card.
Support
The Company will provide email and phone support for users of BUILDER during the hours of 8:00 AM and 5:00 PM
Mountain Time for the term of this Agreement. Any defect found with the software will be scheduled for inclusion in a
future release. Site outage support is available 24/7 with escalation phone service.
Hosting Environment
BUILDER will be hosted within the Amazon AWS server environment. Reasonable steps have been made within the
application to protect unauthorized access to the data and 24/7 monitoring of the server environment is in place. All
data is backed up to a separate data center and the uptime is 99.99/0 outside of scheduled maintenance. All scheduled
maintenance and software updates are performed after 10:00 PM Eastern Time.
Initial Term
The term of this Agreement shall be from the date of execution of this Agreement, and extending for a period of 12
months, unless terminated as provided herein, or extended by amendment.
Marketing
The Company is granted permission to include the Client in marketing materials as a BUILDER user. Any case studies
or details of the Client's use of BUILDER must be approved in writing by the Client.
I G%'o N
SYSTEMS
digonsystems.com V 800.895.9345 TRUSTED BUILDER, ROOFER AND RAILER EXPERTS.
IMMOO18"Ns:3
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13
.4`o►zn� CERTIFICATE OF LIABILITY INSURANCE
DATE;MMIDDNYYY�
5/24/2017
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 holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions 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 endorsement(s).
PRODUCER
CONTACT
NAME: Crystal van Eekhout
Colorado Insurance Advisors LLC
PHONE(970j204-0044 we No: (970)282-8848
ADDRESS: bizservice@ciadvs. corn
323 West Drake Road
#104
INSURERS AFFORDNG COVERAGE NAIC 9
INSURER A:Auto-Owners Insurance Co 18988
Fort Collins CO 80526
INSURER B:Owners Insurance Cornpany 32700
INSURED
INSURER c :Farmin ton Casualty CornpanV 41483
Digon Systems LLC
INSURER D:
420 S Howes St # B300
INSURER E:
INSURER F:
Fort Collins CO 80521-2871
COVERAGES CERTIFICATE NUMBER:2016-17-18 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. NOTWTHSTANDING 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 SHOWI+I MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADDLSUBR
POLICY NUMBER
POLICY EFF
MWDDIYYYY
POLICY EXP
MMiDDIYYYYI
LIMITS
X COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE $ 1,000,000
A
CLAMS -MADE Ex -1 OCCUR
DAMAGE IQ MEN I EU
PREMISES Ea occurrence $ 300,ODD
MED EXP (Anyone ersw) $ 10,ODD
g
74073110
2/2/2017
2/2/2018
PERSONAL & ADV INJURY $
GEN'L AGG R EGAT E LIMIT APPLIES PER:
GENEMAL AGGREGATE $ 1,000,ODD
POLICY ❑ PRO-
JECT ❑ LOC
Iq
PRODUCTS - CDMPfDPAGG $ 1,000,000
PremisesR7perations $
OTHER:
AUTOMOBILE LIABILITY
COMBINED SINGLO LIMIT $
Ea accident 1 ,DDD, DDD
BODILY INJURY (Per person) $
B
X ANY AUTO
ALLOrED SCHEDULED
AUTOS AUTOS
g
5056677400
1/6/2017
1/6/2018
BDDILYNJURY (Per accident) $
PROPERTY DAMAGE $
Per accident
NDN -OWNED
H IR ED AUTOS AUTOS
BF PrdCD s WB1436 $
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE $
AGGREGATE $
EXCESS LIAB
CLAMS -MADE
DED I I RETENTION
3
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
gPER OTH-
STATUTE ER
C
ANY PROPRIETORIPARTNEMEXECUTIVE
OFFICERRAEMBER EXCLUDED?
(Mandatory in NH)
NIA
082FO68651
11/19/2016
11/19/2017
E.L. EACH ACCIDENT $ 1 DDD DDD
E.L. DISEASE - EA EMPLOYE $ 1 DDD DDD
K yes, describe under
DESCRIPTION DF OPERATIONS below
E.L. DISEASE - POLICY LM IT $ 1 DDD DDD
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES {ACO RD 101. Additional Remarks Schedule, may be attached if more space is repuiredl
Eagle County, its associated or affiliated entities, its successors and assigns, elected officials,
employees, agents and volunteers are listed as an Additional Insured with respect to their interest in
the ongoing operations of the named insured under the General Liability, as required by written contract
and listed as an Additional Insured with respect to the Auto Liability, as required by written contract.
CERTIFICATE HOLDER CANCELLATION
Eagle County, Colorado
ATTN: Ron Siebert
500 Broadway
Eagle, CO 81631
AC0RD 25 (201410 1)
I N S025 (2o14o1)
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
Josh Fyhrie/CVE EXHIBIT
Q 1988-2014 AC0RQC0RPORATI0 B
The AC0RD name and Iogo are registered marks of ACO RQ
