HomeMy WebLinkAbout20102277.tiff RESOLUTION
RE: APPROVE SUBSCRIPTION AGREEMENT FOR PORTFOLIO ACCOUNTING
MANAGEMENT SERVICE AND AUTHORIZE CHAIR TO SIGN-TRACKER,A DIVISION
OF C2, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Subscription Agreement for Portfolio
Accounting Management Service between the County of Weld, State of Colorado, by and through
the Board of County Commissioners of Weld County, on behalf of the Treasurer's Office, and
Tracker, a division of C2, LLC, commencing July 1, 2009,with further terms and conditions being as
stated in said agreement, and
WHEREAS, after review,the Board deems it advisable to approve said agreement, a copy of
which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Subscription Agreement for Portfolio Accounting Management Service
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Treasurer's Office, and Tracker, a division of
C2, LLC, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 27th day of September, A.D., 2010, nunc pro tunc July 1, 2009.
BOARD OF COUNTY COMMISSIONERS
�....�„` LD COU OLORADO
ATTEST:
,• a �, Dou las ademac er, C it
Weld County Clerk to r 4i`?1
rbara Kirkmeyer, P o-Tem
Deputy Cler f: the Boa :C
Sean P. Con y
APP ED A RM:
. Garcia
aunty Attorney
David E. Long
Date of signature: �� /oe/0
CG R L2 ���L'5 2010-2277
- - t O TR0025
Memo
From: John Lefebvre
To: BOCC
Date: September 24, 2010
Subject: Tracker Contract
What is Tracker
Tracker is an online software package that the Treasurer's office uses to calculate our
blended monthly interest and track all GASB requirements for the auditors on our
investments.
Why Tracker
Tracker is about one third the cost of our prior program known as Evare.
We know of no other software that can deliver this required information at, or below, this
price point.
We have been successfully using Tracker for the past year and like the program.
The Treasurer's office requests that the BOCC renew this contract.
Tracker
A DIVISION OF C2,LLC TRACKER SUBSCRIPTION AGREEMENT
This Agreement("Agreement")is entered into and effective as of: maintain the security and integrity of the Service and the Customer Data:
(iii)provide telephone and online standard support to Customer's Users,at
July 1, 2009 ("Effective Date") no additional charge,(iv)use commercially reasonable efforts to make the
Service generally available 24 hours a day,7 days a week,except for:
by and between Tracker,a division of C2,LLC,('Tracker")a downtime caused by circumstances beyond Tracker's reasonable control,
North Carolina Corporation,having its principal place of business at 50I including acts of God.acts of government,flood fire.earthquakes,civil
Northwest Drive,Davidson,NC 28036;and unrest,acts of terror,strikes or other labor problems not involving
Tracker employees,computer or telecommunications failures or delays
BOARD OF COUNTY COMMISSIONERS OF involving hardware or software not within Tracker's possession or
WELD COUNTY ("Customer") on behalf of reasonable control,and network intrusions or denial of service attacks,
JOHN LEFEBVRE,Weld County Treasurer but only to the extent unavailability results notwithstanding the exercise by
PO Box 458 Tracker of reasonable care and due diligence to avoid or mitigate the same
in anticipation of or in response to such causes.,
Greeley, CO 80632-0758
3.2 Customer Responsibilities. Customer is
For good and valuable consideration.the receipt and sufficiency of which is responsible for all activities that occur under Customer account.
hereby acknowledged,the parties agree as follows: Customer shall: (i)have sole responsibility for the accuracy.quality.
integrity,legality,reliability.and appropriateness of all Customer Data:
1. Definitions. (ii)use commercially reasonable efforts to prevent unauthorized access
to,or use of.the Service,and notify Tracker promptly of any such
'Customer Data" means all electronic data or information unauthorized use;and(iii)comply with all applicable local,state,and
submitted by Customer to the Service. federal laws in using the Service.
'Service"means the online,web-based portfolio accounting
3.3 Use Guidelines. Customer shall use the Service
management service provided by Tracker via http://www.tracker.us.carn
and/or other designated websites. solely for its internal business purposes as contemplated by this
Agreement and shall not: (i)license,sublicense,sell,resell,rent,lease,
"Users"means Customer's employees who are authorized to use the transfer,assign,distribute,time share or otherwise commercially
Service and have been supplied user identifications and passwords by exploit or make the Service available to any third party(ii)interfere
Customer(or by Tracker at Customer's request). with or disrupt the integrity or performance of the Service or the data
2. Service. contained therein;or(iii)attempt to gain unauthorized access to the
Service or its related systems or networks.
2.1 Provision of Service. Tracker shall make the Service
available to Customer pursuant to the terms and conditions set forth in 3.4 Third-Party Providers. Certain third-party
this Agreement. During the term of this Agreement.the functionality of the providers,some of which may be listed on pages within Tracker's
Service will not be materially decreased from that available as of the website,offer products and services related to the Service,including
Effective Date. implementation,customization and other consulting services related to
customers'use of the Service and applications that work in conjunction
2.2 Users. User subscription is for named Users and may be with the Service. Tracker does not warrant any such third-party
reassigned from time to time to new Users replacing former Users who providers or any of their products or services. Any exchange of data or
have terminated employment or other prior relationship with Customer, other interaction between Customer and a third-party provider,and any
changed job status or function,or otherwise no longer requires ongoing purchase by Customer of any product or service offered by such third-
use of the Service. party provider,is solely between Customer and such third-party
provider.
3.0 Use of the Service.
3.1 Tracker Responsibilities. Tracker shall:(i)not use,
edit or disclose to any party other than Customer the Customer Data:(ii)
Page 1 of 3
2010-2277
Tracker
A DIVISION OF C2,LLC TRACKER SUBSCRIPTION AGREEMENT
4.0 Fees,invoicing &Payment. 5.3 Restrictions. Customer shall not(i)modify,copy or
create derivative works based on the Service or Tracker Technology;
4.1 Fees. Tracker will provide the above services to the (ii)create Internet"links"to or from the Service,or"frame"or
WELD COUNTY for: "mirror"any content forming part of the Service.;or(iii)disassemble,
reverse engineer,or decompile the Service or Tracker Technology,or
Annual Subscription Fee: $2,340.00 annually;195.00 per month access it in order to(A)build a competitive product or service,(B)build
for three(3)Users. a product or service using similar ideas,features,functions or graphics
of the Service,or(C)copy any ideas,features,functions or graphics of
Additional User(s): $95.00 per month. the Service.
Additional Tracker Modules: 5.4 Customer Data. As between Tracker and Customer,all
Customer Data is owned exclusively by Customer.
Charts&Graphs: $600.00 annually;NOT ACTIVATED
Economic Indicators: $300.00 annually;NOT ACTIVATED 5.5 Suggestions. Tracker shall have a royalty-free,
Automatic Market Pricing: $B00.00 annually;NOT ACTIVATED worldwide,perpetual license to use or incorporate into the Service any
suggestions,ideas,enhancement requests,feedback,recommendations
Portfolio Set Up and Training Fee: Subject to the execution of this or other information provided by Customer or its Users relating to the
document,a one time fee in the amount of$895.00. operation of the Service.
4.2 Invoicing 8c Payment. Fees for the Service will be 6.0 Warranties& Disclaimers.
invoiced annually in advance;charges are due net 10 days from the invoice
date. 6.1 Warranties. Each party represents and warrants that it
has the legal power to enter into this Agreement. Tracker represents
4.3 Suspension of Service. If Customer's account is 30 and warrants that(i)it will provide the Service in a manner consistent
days or more overdue,Tracker reserves the right to suspend the Service with general industry standards reasonably applicable to the provision
provided to Customer.without liability to Customer.until such amounts are thereof;(ii)it owns or otherwise has sufficient rights to the Service and
paid in full. the Tracker Technology to grant the rights and licenses granted herein;
and(iii)the Service and Tracker Technology do not infringe any
5.0 Proprietary Rights. intellectual property rights of any third party.
5.1 Reservation of Rights. Customer acknowledges that in 6.2 Disclaimer. TRACKER MAKES N0 WARRANTY OF ANY KIND,
providing the Service,Tracker utilizes(i)the Tracker name,the Tracker IMPLIED,STATUTORY.OR OTHERWISE. TRACKER HEREBY SPECIFICALLY
logo.the Tracker domain name,the product and service names associated DISCLAIMS ALL IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED
with the Service,and other trademarks and service marks;(ii)certain BY APPLICABLE LAW.
audio and visual information,documents,software and other works of
authorship;and(iii)other technology,software,hardware,products, 7. Indemnification,
processes,algorithms,user interfaces,know-how and other trade secrets.
techniques.designs,inventions and other tangible or intangible technical 7.1 Indemnification by Tracker.Subject to this
material or information(collectively,"Tracker Technology")and that the Agreement. Tracker shall defend,indemnify and hold Customer
Tracker Technology is covered by intellectual property rights owned or harmless against any loss or damage(including reasonable attorneys'
licensed by Tracker(collectively,"Tracker IP Rights").Other than as fees)incurred in connection with claims,demands,suits.or proceedings
expressly set forth in this Agreement,no license or other rights in or to ("Claims")made or brought against Customer by a third party alleging
the Tracker Technology or Tracker IP Rights are granted to Customer,and that the use of the Service as contemplated hereunder infringes the
all such licenses and rights are hereby expressly reserved. intellectual property rights of a third party:provided,that Customer(a)
promptly gives written notice of the Claim to Tracker;(b)gives Tracker
5.2 License Grant. Tracker grants Customer and its Users sole control of the defense and settlement of the Claim(provided that
a non-exclusive,non-transferable,non-sublicense able right to access and Tracker may not settle or defend any Claim unless it unconditionally
use the Service in accordance with the terms of this Agreement.
Page 2 of 3
Tracker
ADIVISIONOFC2,LLC TRACKER SUBSCRIPTION AGREEMENT
releases Customer of all liability);and(c)provides to Tracker,at 10.3 Severability. If any provision of this Agreement is held by
Tracker's cost,all reasonable assistance. a court of competent jurisdiction to be contrary to law,the provision
shall be modified by the court and interpreted so as best to accomplish
8. Limitation of Liability. the objectives of the original provision to the fullest extent permitted by
law,and the remaining provisions of this Agreement shall remain in
8.1 Exclusion of Consequential and Related effect.
Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO
THE OTHER PARTY FOR ANY LOST PROFITS,LOSS OF USE,COSTS OF 10.4 Assignment. Neither party may assign any of its rights
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,OR FOR ANY INDIRECT, or obligations hereunder,whether by operation of law or otherwise,
SPECIAL,INCIDENTAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES HOWEVER without the prior express written consent of the other party.
CAUSED AND,WHETHER IN CONTRACT.TORT OR UNDER ANY OTHER THEORY Notwithstanding the foregoing either party may assign this Agreement
OF LIABILITY,WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE together with all rights and obligations hereunder,without consent of
POSSIBILITY OF SUCH DAMAGE. the other party.in connection with a merger,acquisition,corporate
reorganization.or sale of all or substantially all of its assets not
8.2 Limitation of Action. Except for actions for non- involving a direct competitor of the other party.
payment or breach of either party's intellectual property rights.no action
(regardless of form)arising out of this Agreement may be commenced by 10.5 Governing Law. This Agreement shall be governed
either party more than two(2)years after the cause of action has exclusively by,and construed exclusively in accordance with,the laws of
accrued. the United States and the State of Colorado,without regard to its
conflicts of laws provisions.
9.0 Term 8c Termination.
IN WITNESS WHEREOF,the parties' authorized
9.1 Term of User Subscription. This Subscription signatories have duly executed this Agreement as
commences on the Effective Date and continues until terminated by either of the Effective Date:
party, User subscriptions shall automatically renew for additional periods
of one(I)year at the price in effect at the time of renewal unless TRACKER, a division of C2, LLC
Customer gives Tracker notice of termination at least 30 days prior to the Name: J. David Silvas
end of the relevant subscription term. Title: President
9.2 Termination. Either party may terminate this Agreement Signature:
at any time upon 30 days written notice Upon termination Tracker shall
refund to Customer any prepaid fees within seven[7]business days. Date: July 1,2009
9.3 Outstanding Fees. Termination shall not relieve
Customer of the obligation to pay any fees accrued or payable to Tracker BOARD OF COUNTY COMMISSIONERS
prior to the effective date of termination. OF WELD COUNTY (°Customer') on behalf of
JOHN LEFEBVRE,Weld County Treasurer
10. General Provisions.
Name: Douglas Rademacher
10.1 Relationship of the Parties. This Agreement does
not create a partnership,franchise,joint venture,agency.fiduciary.or Chair, Weld Count
Title: Board of Co
employment relationship between the parties.
Signatur
10.2 Notices. All notices under this Agreement shall be in P 2 7 '0
writing and shall be delivered to the addresses notified by the parties to Date:
each other
Page 3 of 3
0110/6 ,R 77
Hello