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HomeMy WebLinkAboutTVHS19-002 Electricbaby IncAGREEMENT FOR SERVICES BETWEEN THE VALLEY HOME STORE, LLC AND ELECTRICBABY INCORPORATED THIS AGREEMENT (“Agreement”) is effective as of the ________________by and between Electricbaby Incorporated a Colorado Corporation (hereinafter “Contractor”) and The Valley Home Store, LLC a Colorado limited liability company (hereinafter “VHS”). RECITALS WHEREAS, the VHS requires consulting, mapping, installation and testing for applicant management of its homeownership program as further described in Exhibit A (the "Services").; 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 paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and VHS in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and VHS agree as follows: 1. Services or Work. Contractor 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. a. Contractor agrees to furnish the Services no later than December 31, 2019 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. i. Contractor will ensure that its personnel and agents will, whenever on VHS premises, obey all reasonable instructions and directions issued by VHS and comply with all applicable safety and security regulations. ii. If Contractor must access VHS’s internal network, to perform any duties under this agreement, Contractor shall use a secure connection and comply with Eagle County’s Third Party Remote Access Policy provided as of the execution date of this Agreement. iii. If Contractor requires use of VHS’s data, it shall only use such data for the purpose of fulfilling its duties under this Agreement and for VHS’s sole benefit, and will not share such data with or disclose it to any Third Party without the prior written consent of VHS or as otherwise required by law. By way of illustration and not of limitation, Contractor will not use such data for Contractor’s own benefit and, in particular, will not engage in “data mining” of data or communications, whether through automated or human means, except as specifically and expressly required by law or authorized in writing by VHS. DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 3/19/2019 2 VHS General Services Final 5/14 iv. Contractor will provide access to data only to Contractor personnel who need to access the data to fulfill Contractor’s obligations under this Agreement. Contractor will ensure that, prior to being granted access to the data, Contractor personnel who perform work under this Agreement have all undergone and passed criminal background screenings; have successfully completed annual instruction of a nature sufficient to enable them to effectively comply with all data protection provisions of this Agreement; and possess all qualifications appropriate to the nature of Contractor’s duties and the sensitivity of the data they will be handling. b. 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. 2. VHS’s Representative. The Valley Home Store’s designee shall be Contractor’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through 12 months after the effective date. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by VHS for such additional services in accordance with VHS’ internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that VHS has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by VHS for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. VHS shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $25,200. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by VHS. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as VHS may request. b. If, at any time during the term or after termination or expiration of this Agreement, VHS reasonably determines that any payment made by VHS to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from VHS, Contractor shall forthwith return such payment(s) to VHS. Upon termination or expiration of this Agreement, unexpended funds advanced by VHS, if any, shall forthwith be returned to VHS. DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 3 VHS General Services Final 5/14 c. VHS will not withhold any taxes from monies paid to the Contractor hereunder and Contractor 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. Subcontractors. Contractor acknowledges that VHS has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without VHS’s prior written consent, which may be withheld in VHS’s sole discretion. VHS 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 VHS has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by VHS and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward VHS. VHS shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor’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. 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. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include VHS, 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. Contractor’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to VHS separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 4 VHS General Services Final 5/14 iv. The parties hereto understand and agree that VHS 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 VHS, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. v. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless VHS, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which VHS may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse VHS for reasonable attorney fees and costs, legal and other expenses incurred by VHS in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against VHS to the extent that VHS is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. Unless otherwise specified, all work performed by Contractor pursuant to this Agreement and all deliverables developed or prepared by Contractor (the "Work Product") are the property of VHS. Unless otherwise specified, Contractor retains the commercial rights to products and intellectual property developed by Contractor for VHS. Contractor holds commercial rights to products and intellectual property previously developed by Contractor. Unless otherwise specified, if Contractor incorporates preexisting Contractor products into deliverables prepared for VHS, Contractor retains sole commercial rights to the preexisting portions. Contractor will notify and seek approval of VHS prior to using any preexisting products for which exclusive rights are retained. 10. Delivery and Acceptance. Upon set up of the Service, VHS will test and evaluate same to ensure that it conforms, in the VHS’s reasonable judgment, to the specifications outlined in Exhibit A. If the Service does not conform, VHS will notify Contractor in writing within sixty (60) days. Contractor will, at its expense, repair or replace the nonconforming product within fifteen (15) days after receipt of the VHS’s notice of deficiency. The foregoing procedure will be repeated until VHS accepts or finally rejects the product, in whole or part, in its sole discretion. In the event that the Service does not perform to VHS’s satisfaction, VHS reserves the right to repudiate acceptance. In the event that VHS finally rejects the Service, or repudiates acceptance of it, Contractor will refund to VHS all fees paid, if any, by VHS with respect to the Service. 11. 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 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. VHS: The Valley Home Store 25 Mill Loft St, Suite 200 Edwards, CO 81632 Attention: Kim Williams DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 5 VHS General Services Final 5/14 Email: kim.williams@eaglecounty.us Phone: (970) 328-8773 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 CONTRACTOR: Electricbaby Incorporated P.O. Box 94 Frisco, CO 80433 Email: franklin@electricbaby.com Phone: 206-734-4371 12. Termination. VHS may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide VHS with all documents as defined in paragraph 9 hereof, in such format as VHS shall direct and shall return all VHS owned materials and documents. VHS shall pay Contractor for Services satisfactorily performed to the date of termination. 13. Venue, Jurisdiction and Applicable Law. Any 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. 14. 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 following 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. 15. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 6 VHS General Services Final 5/14 c. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given VHS written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that VHS has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Contractor 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. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of VHS. 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 VHS and Contractor except that of independent contractor. Contractor shall have no authority to bind VHS. h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. i. 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. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the VHS. Any attempt to assign this Agreement without such consent shall be void. k. 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 any third party. l. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge, no employee of the VHS has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 7 VHS General Services Final 5/14 has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 16. Prohibitions on Contracts. a. As used in this Section 16, the term undocumented individual will refer to those individuals from foreign countries not legally in the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the contract for services. b. If Contractor obtains actual knowledge that a subcontractor performing work under the contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and VHS within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subparagraph (i) of the paragraph 14(b) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. c. If Contractor violates these prohibitions, VHS may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to VHS. d. VHS may notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and VHS terminates the Agreement for such breach. [Rest of page intentionally left blank] DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 8 VHS General Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY By: _____________________________ Jeanne McQueeney, Chair CONTRACTOR: By:________________________________ Print Name:_________________________ Title: ______________________________ DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 Franklin Joyce President 9 VHS General Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES 1. Description of Services Contractor will create an online form application for VHS managed housing programs that allows applicants to submit an application for deed restricted housing by uploading required documentation. Contractor will perform consulting, mapping, installation and testing for the creation of an online HomeKeeper Application for VHS. Contractor also agrees to create Online Forms with SalesForce Configuration and Testing Phase, Required Document Management, and a Two-Step Authentication System, to be used in conjunction with the online application. a. Online Forms with SalesForce Configuration and Testing Phase: Contractor will configure custom objects, workflows, process builders and e-mail templates for this implementation. i. Eligibility Questionnaire: Contractor will create an eligibility questionnaire, which will function to determine an applicant’s eligibility in the housing programs managed by VHS without having to review a buyer’s application. An applicant will input information and the inputted information will populate into Salesforce, creating a new contact and mapping the questions into a custom object called Eligibility. Once in Salesforce, VHS specific custom formula fields calculate eligibility and either emails to applicant a success email with links to the full application form or emails to applicant a non-eligible email with detailed explanations for each requirement that the applicant did not meet and as applicable, references to alternative resources. a) The Eligibility Questionnaire FormAssembly form that maps to a custom object in SalesForce. b) The Eligibility Questionnaire is also embedded into VHS's website with a single line of HTML for an iframe. ii. Full Application: Contractor will create and customize a full application with adaptive fields specific to VHS’s needs to create a Service File for each applicant. Contractor will map back applicant information into Salesforce. Features of application are: a) Automated creation of up to 34 objects and mapping of up to 282 fields for each application in Salesforce b) Pre-populating all fields for testing c) Editable HTML support text on each page d) Populates a number of select boxes automatically so that the applicant does not have to make changes to each one e) Shows / hides Employment or School fields based on age f) Clean school selection and field mapping g) Propagates the Race and Ethnicity of the primary applicant to all other applicant household members h) Google f onts i) Can optionally create contacts for all applicant household members by changing a single default field value j) Can accept an existing SalesForce Account IDBuild a pre-fill connector to populate a form with data from existing Service Files in Homekeeper/Salesforce. k) Insert “Save My Progress” buttons on each page of the online application. l) All processes will be encapsulated to not interfere with HomeKeeper or existing VHS functionality. DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 10 VHS General Services Final 5/14 m) Forms include enhancements for error notifications, improved validation, casing proper names, formatting phone number / currency / date fields and email verification. iii. Testing Phase: Forms and processes of this nature require testing by Contractor and VHS. VHS should anticipate 2-3 weeks for testing and reviewing. b. Required Document Management: Contractor will embed in the full application the Required Documents for applicant. i. Create stages for Required Documents in review and Required Documents approved. a. Applicants can submit multiple files for each Required Document. b. Google Team Drive folder automatically created for each new service file. c. Mass document edit tool provided to VHS to review / approve / decline documents for each Service File with notification to applicant to view declined documents and comments from staff. c. Two -Step Authentication System: Contractor will create a two-step authentication system for the Online Application and Required Documents email originating from SalesForce to applicant that includes the security that is Contact specific with 64 bit encryption. i. Applicants may access the application via custom links in Salesforce generated email. a) Applicants that are not found in the system do not have a service file and are redirected to the pre application questionnaire. b) Applicants (who have remained applicants and have not purchased a unit) with existing service files will be able to supplement their required documents over time. ii. SMS will be initiated automatically when online application page is accessed through the email link. If authentication page is not accessed via email link then email authentication and SMS authentication will be required. iii. Two - Step Authentication features: ● Unique 64 bit encrypted ID for each contact ● Update encrypted id for single contact or all contacts ● Temporary maintenance redirect ● Invalid ID redirect ● Session expiration after period of inactivity ● Site usage logging - Most recent visit and number of visits (at least 10 minutes apart) ● Help requests logged as Cases at authentication and in Site ● Staff access to Site without usage logging ● Twilio utilized for SMS delivery 2. Cost Tables – Labor The project plan below includes tasks, corresponding labor category codes, and estimated labor hours. If work is completed in less time than estimated, VHS reserves the right to request Contractor to configure additional workflows, custom code, forms and emails to facilitate VHS’s application processing at additional billable hours. VHS may request additional customizations (within the original scoped hours). VHS is not obligated to use the full scoped hours if the objectives are met before then. Product Product Hours Customization Hours DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 11 VHS General Services Final 5/14 Online Forms and SalesForce Configuration 40 25 Required Documents 45 55 Two -step Authentication 20 25 Total hours 105 105 Total costs $12,600 $12,600 TOTAL: 210 Hours, $25,200 Contractor will perform the work shown in the following tables Online Forms and Salesforce Configuration Tasks Hours Price Discovery Phase 2 $360.00 Paper Application 3 $960.00 Service File configuration 2 $1,440.00 Intake / Pre-eligibility form 6 $600.00 Full Homeownership Application 14 $840.00 Email Verification 1 $600.00 Workflows, Email Alerts and Email Templates 3 $720.00 Testing 3 $1,200.00 Project Management 6 $1,200.00 Total 40 $4,800 Required Documents Tasks Hours Price Discovery phase (Standard Req Docs, messaging, branding, etc.) 3 $360.00 Configure Email/SMS authentication to look up applicant Contacts on existing Service Files actively in application process 4 $480.00 Creation of custom objects and fields 3 $360.00 Service File configuration and page layouts 2 $240.00 Code installation for Required Docs 4 $480.00 Code installation for Document Mass Editor 4 $480.00 Standard Req Docs Process Builder 3 $360.00 Insert Header / Footer code 2 $240.00 DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 12 VHS General Services Final 5/14 Email templates for applicant action requested notifications 1 $120.00 Messaging: Under review, process completion 2 $240.00 Configuration of Case logging, staff assignment and notifications 3 $360.00 Testing 4 $480.00 User acceptance testing 4 $480.00 Deployment 2 $240.00 Project management 4 $480.00 Total 45 $5,400.00 Required Documents Customization Tasks Hours Price Inclusion of application links and completion tracking into Required Documents 6 $720.00 Include application completion in progress tracking 3 $360.00 Redirects to Application 2 $240.00 Email templates for portal invitation, application submission, application completion 3 $360.00 Extension request / appeal process 3 $360.00 Tracking reports 2 $240.00 Testing 3 $360.00 User Acceptance Testing 3 $360.00 Project management 2 $240.00 Training 4 $480.00 Total 25 $3,000.00 Online Form Customizations Tasks Hours Price Prefill-Connectors for Full Application 18 $2,160.00 Save my Progress and Final Application Submission functionally coded for forms 2 $240.00 Conditional redirects to Application and Portal 2 $240.00 Testing 3 $360.00 Total 25 $3,000.00 DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 13 VHS General Services Final 5/14 Two-step Authentication Tasks Hours Price Install code 3 $360.00 Configure Twilio 2 $240.00 Set up Sites 2 $240.00 Create Custom Settings 2 $240.00 Create custom fields on Contacts and update layouts 3 $360.00 Email templates and workflow 2 $240.00 SMS templates and workflow 2 $240.00 Testing 3 $360.00 Deploy to Production 1 $120.00 Total 20 $2,400.00 Two-step Authentication Customization Tasks Hours Price Re-code to send SMS if page is loaded via email link 8 $960.00 Re-code to first authenticate via email and then authenticate via SMS 8 $960.00 Update test code 2 $240.00 Testing 2 $240.00 Deploy to Production 1 $120.00 User Acceptance Testing 2 $240.00 Project Management 2 $240.00 Total 25 $3,000.00 Subscription Service Costs VHS is responsible for obtaining FormAssembly and Twilio services and providing credentials to Contractor. FormAssembly $224/month - 20% = $179.20/month Twilio $0.0075 per SMS 3. Period of Performance Installation and configuration time: ● 4-6 weeks discovery / configuration General Online forms ● 3-4 weeks installation / configuration for portal ● 1-2 weeks user acceptance testing ● 1-2 weeks document deliverable received by VHS DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 14 VHS General Services Final 5/14 Total time: 9-14 weeks 4. Final Hand off and Documentation Deliverable Contractor will meet with VHS and Eagle County IT personnel in order to facilitate knowledge transference to include the following: • Working knowledge of overall solution. Contractor will review how all the components and key integration points fit and function together, the online form system functions and usage, as well as a high level review of the salesforce.com custom code design and location. • Authentication credential information related to all systems and integration points in order that relevant passwords could be successfully updated by Eagle County IT upon conclusion of contract. • Contractor will prepare technical documentation deliverable that will include documentation outlining o 1) flowchart and / or wireframe documentation of overall solution design o 2) narrative describing what the application is intended to do and key aspects of how over solution functions o 3) the main integration points and related authentication mechanisms and o 4) details concerning location and intent of custom codes within any of the solution platforms. DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 15 VHS General Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD Hiscox Inc. 520 Madison Avenue 32nd Floor New York, NY 10022 A 03/01/2019 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 Electricbaby, Inc. PO Box 94 Frisco, CO 80443 Eagle County Government POB 850, 500 Broadway Eagle CO 81631 X X X UDC-1779010-CGL-18 07/15/2018 07/15/2019N 1,000,000 100,000 5,000 2,000,000 1,000,000 S/T Gen. Agg DocuSign Envelope ID: A821ED9F-2BA7-40BC-924C-D74C07669068