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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: SO -1548 Survey via Text
DEPARTMENT: Information Technology DATE: 7/25/2024
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
The Information Technology department in collaboration with the Weld County Sheriffs Office is requesting to
procure software from Versaterm, Inc. which allows for text surveys to be sent to crime victims. The request is
budgeted at $40,000 and was approved as part of the BOCC approved 2024 budget. Weld County Legal has
reviewed and approved the agreement.
What options exist for the Board?
Consequences:
• Approve the request will allow the Sheriffs Office to fulfill a grant requirement for the Victim Services
Unit to send out surveys to crime victims that they serve and to rate their services.
• Deny the request will keep the Sheriffs Office from fulfilling a grant requirement; this grant partially
funds the Victim Services Unit. SO has been unsuccessful with other attempts to send out surveys.
Impacts:
• The request will allow crime victims to easily rate and submit survey results back to Weld County.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
• Implementation cost + first year subscription = $26,830
• Yearly subscription cost = $16,830
Recommendation:
• Information Technology recommends that the BOCC approve the request.
Perry L. Buck, Pro -Tern
Mike Freeman
Scott K. James
Kevin D. Ross , Chair
Lori Saine
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7s/5/7
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
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Docusign Envelope ID: E7071274-D71C-4270-9ED6-D1213A409A08
MASTER SOFTWARE AND SERVICES AGREEMENT
This Master Software and Services Agreement ("MSA") is made effective as of the date of the
last signature set forth on the signature page hereto (the "Effective Date"):
BETWEEN:
Weld County (hereafter referred to as "Customer")
—and—
Versaterm Public Safety US, Inc., a corporation incorporated under the laws of the state of
Delaware (hereafter referred to as "Versaterm")
Background
A. Versaterm (including its affiliates) develops, and licenses proprietary software related
to public safety agencies.
B. The parties contemplate that from time -to -time Customer will wish to obtain, and
Versaterm will provide, a license and associated services from Versaterm to permit
Customer to such software and related materials, all of which shall be governed by
the terms and conditions of this MSA.
NOW THEREFORE in consideration of the covenants contained in this MSA, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Parties agree as follows:
1. Definitions.
For the purposes of this MSA, each Service Schedule and each Statement of Work,
these terms will have the following meanings:
1.1 "Authorized User" means an employee, consultant, or contractor of Customer
authorized by Customer to access and use the Services on Customer's behalf.
1.2 "Confidential Information" means this Agreement, any Service Schedule, the
Software, Customer Data and all ideas, designs, business models, databases,
drawings, documents, diagrams, formulas, test data, marketing, financial or
personnel data, technology, products, sales information, trade services, know-how
customer or supplier information, including information provided by such customers
or suppliers, or any other information already furnished or to be furnished or made
available by one Party to the other, whether in oral, written, graphic or electronic
form including any such information exchanged during informational sessions
designated as confidential, including, without limitation, information concerning a
Party's actual and potential customers and other Intellectual Property Rights of
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such Party, provided, however, that Confidential Information shall not include any
data or information: (i) that, at the time of disclosure, is in or, after disclosure,
becomes part of the public domain, through no act or failure on the part of the
receiving Party, whether through breach of this Agreement or otherwise; (ii) that,
prior to disclosure by the disclosing Party, was already in the possession of the
receiving Party, as evidenced by written records kept by the receiving Party in the
ordinary course of its business, or as evidenced by proof of actual prior use by the
receiving Party; (iii) independently, custom developed by the receiving Party, by
Persons having no direct or indirect access to the disclosing Party's Confidential
Information provided that the receiving Party provides clear and convincing
evidence of such independent development; (iv) which, subsequent to disclosure,
is obtained from a third Person: (A) who is lawfully in possession of the such
information; (B) who is not in violation of any contractual, legal, or fiduciary
obligation to either Party, as applicable, with respect to such information; and (C)
on a non -confidential basis; or (v) is further disclosed with the prior written consent
of the disclosing Party, but only to the extent of such consent.
1.3 "Customer Data" means collectively any data, files, documentation, or other
information: (i) that Customer or any of its Authorized Users may upload to
Versaterm Platform when using the Services; and (ii) processed through the use
of the Services, excluding Third Party Data and any Versaterm Data.
1.4 "Customizations" means all Customer -requested modifications made to the
Software or User Documentation by or for Versaterm in accordance with the terms
of a Service Schedule or Work Order, which shall be at Customer's expense.
1.5 "Enhancements" means any changes or additions to the Software, that improve
functions, add new functions, improve performance, or corrects errors by changes
in system design or coding, including but not limited to changes or additions that
are made to the Software to provide substantial additional value or utility.
1.6 "Fees" means the Subscription Fees, the License Fees, the Maintenance and
Support Fees, the Customization Fees and all other fees and charges charged by
Versaterm under this MSA, any Service Schedule, any SOW, or any other
attachment.
1.7 "Go -Live Date" means the date on which the Software is available for production
use, as may be further defined in a Service Schedule or SOW.
1.8 "including" means "including without limitation" and is not to be construed to limit
any general statement which it follows to the specific or similar items or matters
immediately following it.
1.9 "Intellectual Property" means any property, tangible or intangible, that may be
subject to Intellectual Property Rights, including without limitation, ideas, formulae,
algorithms, concepts, techniques, processes, procedures, approaches,
methodologies, plans, systems, research, information, documentation, data, data
compilations, specifications, requirements, designs, diagrams, programs,
inventions, technologies, software (including its source code), tools, products
knowledge, know-how, including without limitation, trade secrets, and other
materials or things.
1.10 "Intellectual Property Rights" means: (a) any and all proprietary rights anywhere in
the world provided under: (i) patent law; (ii) copyright law, including moral rights;
(iii) trademark law; (iv) design patent or industrial design law; (v) semiconductor
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chip or mask work law; (vi) trade secret law; (vii) privacy law; or (viii) any other
statutory provision or common law principal applicable to this Agreement which
may provide a right in either: (A) Intellectual Property; or (B) the expression or use
of Intellectual Property; and (b) any and all applications, registrations, licenses,
sub -licenses, franchises, agreements or any other evidence of a right in any of the
foregoing.
1.11 "License Fees" means the fees charged by Versaterm in respect of the provision
of Software to Customer on an on -premises basis, as further identified in a Service
Schedule.
1.12 "Licensed Materials" means collectively the Versaterm Platform, Software, and the
User Documentation.
1.13 "Maintenance and Support Fees" means the fees charged by Versaterm in respect
of maintenance and support services as further identified in a Service Schedule.
1.14 "Network Aggregator Provider" means a third -party service provider that offers
connectivity services to securely link separate networks.
1.15 "Open Source Software Components" means software programs, libraries, or
distributables (commonly known as "public", "open source" or "free" software)
made publicly available by the copyright holders.
1.16 "Party" means either Customer or Versaterm and "Parties" means both.
1.17 "Person" means any individual, company, corporation, partnership, government or
government agency, authority, or entity howsoever designated or constituted.
1.18 "Point of Access" means Versaterm's, or its subcontractor's, border router, which
is used to establish connectivity from the Versaterm Platform to Versaterm's, or its
subcontractor's, internet provider, or the public internet.
1.19 "Professional Services" all professional services purchased by Customer in respect
of the Subscription Services or use of Software (if installed on Customer's
premises) , including implementation services, data migration, specialized support,
training services and any other services as further described in a Service Schedule
or Statement of Work.
1.20 "Service Schedule" means the applicable written document, signed by Customer
and Versaterm, which incorporates by reference the terms and conditions of this
MSA, the terms and conditions of Subscription Service or the terms and conditions
regarding use of the Software, any attached SOW, and any other relevant terms
and conditions with respect to Customizations, Professional Services,
Implementation, or the provision of other technical services.
1.21 "Software" means the computer programs owned by Versaterm and which are
licensed to Customer under a Service Schedule, including: (a) all maintenance
modifications (updates and upgrades); (b) Enhancements; (c) Customizations, now
developed or to be developed by or for Versaterm during the Term; and (d) all
formulas, routines, subroutines, algorithms, concepts, techniques, know-how and
ideas implemented or embodied in any of the foregoing, in any form. For the
avoidance of doubt, Software excludes Third Party Components.
1.22 "Statement of Work or SOW" means the applicable written document, signed by
Customer and Versaterm or incorporated as part of Service Schedule, under which
Versaterm may provide Customer additional Professional Services related to the
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Software, including training, specialized support and data migration, which shall be
attached to the applicable Service Schedule.
1.23 "Subscription Fee" means the fees charged by Versaterm in respect of the
Subscription Service as further identified in a Service Schedule.
1.24 "Subscription Service" means any combination of the following: (i) limited access
and use rights to the Versaterm Platform on a hosted basis or use of Software if
installed at Customer's premises, (ii) hosting services, (iii) support services, and
(iv) any other similar generally applicable services that Versaterm provides to its
customers in accordance with the User Documentation. For the avoidance of
doubt, Subscription Services do not include Professional Services.
1.25 "Subscription Term" means, with respect to any use of Software or access to
Subscription Service, the subscription period specified on the applicable Service
Schedule or, if no explicit period is indicated in the applicable Service Schedule, a
period of one (1) year starting from the 1st of the month following the Effective
Date; together with, all renewals thereof effected in accordance with the terms of
this Agreement.
1.26 "Term" means the term set out in Section 3, paragraph (a).
1.27 "Third Party Data" means any data owned by a third party that the Customer
accesses via the Software.
1.28 "Third Party Component" means any components of the Subscription Services
provided by third parties, including Open Source Software Components and third
party proprietary software or services (e.g. Amazon Web Services (AWS)).
1.29 "Third Party Supplier" means any party who provides products and/or services,
including Open Source Software and Third Party Components that contribute to
the overall Software provided to the Customer by Versaterm.
1.30 "User Documentation" means the user manuals, guides, and specifications with
respect to the operation, use, functions, and performance of the Software, as
revised from time to time, and any additional documentation for Customizations
produced by Versaterm, in written or online electronic form.
1.31 "Versaterm Platform" means the Software, Versaterm Server and such devices
and peripherals physically located with the Versaterm Server, including all
computer hardware, software, network elements, and electrical and
telecommunications infrastructure located behind the Point of Access.
1.32 "Versaterm Server" means that computer server located at Versaterm's premises,
or a third -party provider of hosting and/or network services, that houses the
Software.
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2. Scope of Agreement
(a) It is the intention of Versaterm and Customer that, where Software and services are
to be provided by Versaterm under this MSA, particular details and terms will be
specified in a Service Schedule. If there is a conflict between a Service Schedule
and this MSA, the Service Schedule will prevail over the conflicting provisions of this
MSA to the extent of the inconsistency but only for the purposes of that Service
Schedule. Except for such conflicts, the provisions of this MSA will not be deemed
to be amended, cancelled, waived, or released by the execution of a Service
Schedule.
(b) Each Service Schedule shall contain the following minimum information, to the
extent the same is applicable:
i. the express incorporation of this MSA by reference;
ii. a list and description of the applicable Software;
iii. Subscription Term;
iv. Customizations and custom application programming interfaces ("APIs") if any,
to the Software and the terms and conditions upon which same will be provided;
v. the Fees, including onboarding fees, escrow agreement fees and implementation
fees, as applicable;
vi. the License Fee or Subscription Fee for the Software;
vii. the Maintenance and Support Fee;
viii. the site(s) at which the Software are permitted to be installed if Software is
installed on Customer's premises;
ix. the project schedule (which may include project implementation dates, installation
dates, training session dates) for the Software;
x. training, if applicable;
xi. any other terms relating to the maintenance, enhancement or support of the
Software; and
xii. any special terms and conditions agreed upon by Versaterm and Customer.
3. Effective Dates.
(a) This MSA shall have an initial term of three (3) years from the Effective Date (the
"Initial Term"), unless earlier terminated in accordance with the provisions under
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Section 19, and shall automatically renew for consecutive additional one (1) year
terms (each a "Renewal Term"), unless either Party provides a written termination
notice to the other Party at least sixty (60) days prior to the expiration of the Initial
Term or the then -current Renewal Term, as applicable. The Initial Term and Renewal
Terms, if any, are collectively referred to herein as the "Term". Notwithstanding any
termination or expiration of this MSA, the MSA shall continue to be in effect until the
termination or expiration of the last effective Service Schedule.
(b) Each Service Schedule will be effective from the date set out in such Service
Schedule and for the term specified in that Service Schedule.
(c) Upon expiration of each Subscription Term, unless otherwise specified in the
applicable Service Schedule, all rights to access and use or the license to use
Licensed Materials, as applicable, granted under such Service Schedule and this
MSA shall automatically be renewed for additional one (1) year periods, and
Versaterm will invoice Customer at the then -current subscription -based price for
such additional Subscription Term year at Versaterm's then -current rates, subject to
the cap set forth in Section 8(g) (or such other rates mutually agreed by the Parties),
unless a Party provides written notice to the other Party to terminate at least sixty
(60) days prior to the expiration of the Subscription Term or any renewal term.
4. License
(a) Customer shall have the right to access and use or install and use the Licensed
Materials solely as expressly granted or otherwise set forth in this MSA and the
applicable Service Schedule.
(b) Customer shall not:
(i) use, reproduce, display, perform or otherwise exploit the Software except as
expressly authorized in this MSA or in a Service Schedule;
(ii) copy any of the Software or User Documentation except as reasonably
necessary to use the Software for its internal use as authorized herein or in a
Service Schedule, and in all cases subject to the confidentiality provisions hereof,
and provided that all copyright notices and any other proprietary notices are
included;
(iii) assign this MSA or transfer, lease, export or grant a sublicence of the Software
or the license contained in this MSA to any Person except as expressly authorized
herein or in a Service Schedule;
(iv) decompile, disassemble, reverse engineer, or otherwise access or attempt to
gain access to the Software's source code;
(v) give any Person other than its employees, consultants, contractors and/or
clients of Customer or other individuals listed pursuant to a Service Schedule
access to the Software or;
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(vi) rent or lend, with or without charge, any system which includes the Software to
any Person including clients and customers;
(vii)operate at any time on a regular or irregular basis an online or offline customer
service bureau involving the Software;
(viii) permit (and Customer shall take all necessary precautions to prevent) third
parties (including, any parties affiliated or related to Customer) to use the Software
in any way that would constitute a breach of this MSA or any Service Schedule;
(ix) use any APIs, other than the APIs expressly authorized for use by Versaterm,
with the Software or use any authorized APIs in a manner that is not permitted or
published by Versaterm;
(x) remove or modify any proprietary marking or restrictive legends placed on the
Licensed Materials;
(xi) use any device, software, or routine to interfere with the proper working of the
Software or to bypass any security features of the Software; or
(xii) introduce into the Versaterm Platform any viruses, worms, defects, trojan
horses, malware, or any items of a destructive nature,
(c) Customer shall be solely and exclusively responsible for the supervision,
management, and control of Customer's and each of its Authorized User's use of the
Licensed Materials and shall require each Authorized User to maintain all passwords
and other access credentials with respect thereto.
5. Customer's Obligations
(a) Where the Software will require access and use of the Versaterm Platform,
Versaterm shall operate and maintain the Versaterm Platform in accordance with
the applicable Service Schedule. Access to the Versaterm Platform may be through
a secure connection with the public internet or using a Network Aggregator Provider.
Customer acknowledges and agrees that Versaterm is not responsible or liable for
any communication over the public internet, or for the Network Aggregator Provider's
network or its operation or the Network Aggregator Provider's network's failure to
deliver communication to and from the Versaterm Platform on a timely basis.
(b) Customer shall be fully responsible for the acts and omissions of all Persons that
are authorized or otherwise allowed, by Customer, to use or have access to the
Software and User Documentation.
(c) Customer agrees to co-operate with and advise Versaterm of all information which
would be reasonably required to permit Versaterm to deliver and, if applicable, install
the Software. Customer shall respond promptly to any Versaterm request to provide
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information, approvals, authorizations or decisions that are reasonably necessary
for Versaterm to provide the Software.
(d) Subject to the terms and conditions of this MSA, each Service Schedule, and if
applicable, each SOW, Customer shall provide Versaterm with all reasonable
access, which may include remote access, to Customer's systems and premises for
the purpose of Versaterm performing its obligations pursuant to this MSA, and the
failure of Customer to provide such access shall relieve Versaterm of its obligation
to perform such obligations.
(e) Customer shall notify Versaterm immediately of any actual or suspected
unauthorized use of its passwords or API keys for the Versaterm Platform.
6. Ownership
(a) Customer acknowledges and agrees that all rights, title and interests in and to the
Licensed Materials, including all Intellectual Property embodied therein, are and
shall at all times remain the exclusive property of Versaterm and that, except as
expressly set forth herein, no rights, title or interests, including any license, is granted
to Customer hereunder by implication, estoppel, or otherwise of any kind whatsoever
in or to the Licensed Materials or any portion thereof, except, in each case, for the
rights and licenses expressly granted to Customer herein. Customer further
acknowledges and agrees that all Third -Party Components are and shall at all times
remain the property of the applicable Third Party Suppliers.
(b) Customer shall not remove any Versaterm trademark, service mark or logo, or any
proprietary notices or labels (including any copyright or trademark notices) from the
Service.
(c) If Customer provides any feedback, comments, suggestions, ideas, descriptions of
processes, or other information to Versaterm about or in connection with any
Licensed Materials, including any ideas, concepts, know-how or techniques
contained therein (collectively, "Feedback"), then Customer hereby grants
Versaterm and its affiliates a worldwide, fully paid -up, royalty -free, non-exclusive,
perpetual and irrevocable license to use, copy, modify and otherwise exploit the
Feedback for any purpose, without any compensation to Customer or any restriction
or obligation on account of Intellectual Property Rights or otherwise. Without limiting
the generality of the foregoing, nothing in this MSA limits Versaterm's right to
independently use, develop, evaluate, or market products, whether incorporating
Feedback or otherwise.
7. Customer Data and Hosting Provider
(a) Customer hereby grants to Versaterm a limited, non-exclusive, non -transferable,
royalty -free right to use, reproduce, manipulate, display, transmit and distribute the
Customer Data solely in connection with providing the Licensed Materials to
Customer, and improving and developing the Licensed Materials. In addition,
Versaterm may analyze Customer Data, and data of other customers, to create
aggregated or anonymized statistics or data that do not identify Customer or any
individual, and Versaterm may during and after the Term use and disclose such
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statistics or data in its discretion. Except as specified otherwise in the Agreement,
Customer shall be solely responsible for providing, updating, uploading, and
maintaining all Customer Data.
(b) Customer acknowledges and agrees that Versaterm: (i) will not be responsible for
the accuracy, completeness or adequacy of any Customer Data or the results
generated from any Customer Data uploaded to the Versaterm Platform and
processed by the Software; (ii) has no control over any Customer Data or the results
therefrom; (iii) does not purport to monitor Customer Data; and (iv) if Software is
installed on Customer premises, shall not be responsible to back up or maintain any
back up of the Customer Data or any portion thereof.
(c) Versaterm may change its third -party hosting provider ("Hosting Provider") at any
time. Customer's use of the Licensed Materials is subject to any applicable
restrictions imposed by the Hosting Provider. Notwithstanding any other provision of
this MSA, Versaterm shall not be liable for any problems, failures, defects or errors
with the Licensed Materials to the extent caused by the Hosting Provider. Customer
acknowledges that the Fees payable for the Licensed Materials reflect the fact that
Versaterm is not responsible for the acts and omissions of the Hosting Provider.
8. Fees and Payment Terms
(a) All Fees applicable to a Service Schedule will be specified therein. All amounts
invoiced and due in accordance with the payment terms of the applicable Service
Schedule shall be paid by Customer within thirty (30) days of the date of an invoice
for such amounts.
(b) Any additional services, such as Professional Services or Customizations,
requested by Customer shall be subject to additional Fees, unless otherwise agreed
to in writing by the Parties.
(c) All invoices under a Service Schedule will be in writing, reasonably substantiate the
charges set out therein and will be emailed by Versaterm to Customer at email
address specified in the applicable Service Schedule or may be submitted through
an alternative electronic platform as agreed to between the Parties (i.e.: Customer's
portal) as identified in the applicable Service Schedule.
(d) Where Customer fails to pay any amount in accordance with paragraph (a) above,
Versaterm shall have the right, in addition to any other remedies, to charge, and
Customer shall pay, interest on such overdue amounts at the rate of one and a half
per cent (1.5%) per month (18% per annum), or, if less, the maximum rate of interest
allowed by law.
(e) In all cases, all undisputed amounts due under this Agreement will be paid by
Customer in full without any withholding, set-off, counterclaim or deduction.
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(f)
(g)
If, acting in good faith, Customer disputes any item within an invoice, it shall raise
such dispute by written notice to Versaterm prior to the date that payment on such
invoice is due, and the Parties shall negotiate in good faith to attempt to resolve the
dispute promptly. If the dispute is not resolved within thirty (30) days of the said
notice being given, the dispute shall be resolved in accordance with Section 33. Any
amounts not disputed in accordance with this section shall be deemed accepted and
must be paid by Customer in accordance with paragraph (a).
Versaterm reserves the right to increase the fees on an annual basis, as identified
in a Service Schedule, by no more than seven percent (7%). Notwithstanding the
foregoing, Versaterm may increase fees beyond the cap of 7% for Third Party
Components.
9. Taxes.
In addition to all charges under a Service Schedule, Customer shall pay to Versaterm
all taxes, duties, and other such assessments or charges which may be assessed,
levied, or imposed with respect to any Software, services or products provided under a
Service Schedule, except taxes based on Versaterm's income and capital. The
foregoing provision includes sales, use, service, excise and personal property taxes,
whether collected or withheld by Versaterm or otherwise assessed, and any penalty
and interest payments related to the foregoing (which penalty and interest payments
are not due to any fault on the part of Versaterm) but does not include taxes for which
Customer is exempt by law and for which Customer has provided to Versaterm a bona
fide tax exemption certificate prior to such tax becoming due.
10. Confidentiality
(a) Each Party acknowledges that all Confidential Information consists of confidential
and proprietary information. Except as required by law, each Party shall hold
Confidential Information of the other Party in trust and confidence for and on behalf
of such other Party, and shall take commercially reasonable measures to maintain
the confidentiality of the Confidential Information, which measures shall in any event
be no less than what such Party would implement to protect its own Confidential
Information of a similar nature or value. Each Party agrees not to make use of
Confidential Information other than to the extent necessary for the exercise of rights
or the performance of obligations under this MSA or any Service Schedule, and not
to release, disclose, communicate or otherwise make it available to any third -party
other than officers, directors, employees, consultants and contractors of Versaterm
or Customer, as applicable, who reasonably need to know it in connection with the
exercise of rights or the performance of obligations under this MSA or any Service
Schedule.
(b) Each Party agrees that any breach of this Section 10 ("Confidentiality') may give
rise to irreparable damage to the other Party, the injury to the other Party from any
such breach would be difficult to calculate, and that money damages would therefore
be an inadequate remedy for such breach. Each Party agrees that the other Party
will be entitled, in addition to all other remedies that the other Party may have under
this MSA, at law or in equity, and without showing or proving any actual damage
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sustained by it, to a permanent or temporary injunction or other order to restrain any
breach, threatened breach or the continuation of any breach of this Section 10.
(c) Upon the termination or expiration of each Service Schedule, each Party will return
to the other Party all Confidential Information with respect to such Service Schedule
which is then in its possession or control. Upon the termination of this MSA, each
Party will return to the other Party all Confidential Information of such other Party
which is then in its possession or control.
(d) Notwithstanding the above, Versaterm reserves the right to retain Customer Data
on audit logs and server system logs and in support tickets, support requests, and
direct communications with Versaterm, saved as part of routine back-ups or as
otherwise may be required by law.
11. Representations and Warranties of Versaterm.
Versaterm represents and warrants as follows:
(a) Versaterm has the power and the capacity to enter into, and to perform its obligations
under this MSA. This MSA and each of the agreements, contracts and instruments
required by this MSA to be delivered by Versaterm have been duly authorized by
Versaterm. This MSA has been duly executed and delivered by Versaterm and is a
valid and binding obligation of Versaterm, enforceable in accordance with its terms;
(b) neither the entering into of this MSA, nor the performance by Versaterm of any of its
obligations under this MSA will contravene, breach, or result in any default under
any organizational documents of Versaterm or under any agreement to which
Versaterm is a party or by which Versaterm is otherwise bound; and
(c) Versaterm will use commercially reasonable efforts to ensure that all Software
delivered to Customer is, at the time of shipment, free of any known computer
software viruses.
12. Representations and Warranties of Customer. Customer represents, warrants, and
covenants, as follows:
(a) Customer has the corporate power and the capacity to enter into, and to perform its
obligations under this MSA. This MSA and each of the agreements, contracts and
instruments required by this MSA to be delivered by Customer have been duly
authorized by Customer. This MSA has been duly executed and delivered by the
Customer and is a valid and binding obligation of the Customer, enforceable in
accordance with its terms; and
(b) neither the entering into of this MSA, nor the performance by Customer of any of its
obligations under this MSA will contravene, breach, or result in a default under the
articles, by-laws, constating documents or other organizational documents of
Customer or under an agreement to which the Customer is a party or by which
Customer is otherwise bound.
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13. Versaterm's Indemnity
(a) Versaterm will defend at its own expense any claim, proceeding or suit (for purposes
of this Section 13, a "Claim") brought against Customer to the extent such Claim
alleges that any Licensed Materials provided under a Service Schedule infringes a
proprietary right of a third -party which is enforceable within Canada or the United
States, and will indemnify and pay all damages finally awarded against Customer by
courts of competent jurisdiction on account of such infringement together with all
reasonable costs and expenses (including reasonable legal fees as determined by
courts of competent jurisdiction) incurred by Customer as a direct result of such
Claim, provided Versaterm is given: (i) prompt written notice, however, no later than
ten (10) days, of the Claim; (ii) all reasonable information and assistance which it
may require to defend the Claim; (iii) sole control of the defense of the Claim, and
all negotiations for its settlement or compromise; and provided further: (iv) that the
alleged infringement does not result from any alterations, modifications or
enhancements to the Software or Documentation made by Customer or on its behalf
by a third -party, or the use or operation of the Licensed Materials in combination with
other software, products, data, apparatus or equipment not provided by Versaterm.
(b) Notwithstanding anything to the contrary in this MSA or any Service Schedule,
Versaterm shall not be responsible for any cost, expense or compromise incurred or
made by Customer in respect of a Claim without Versaterm's express prior written
consent.
(c) If any Claim has occurred, or in Versaterm's opinion is likely to occur, Versaterm
may, at its option and expense:
(i) procure for Customer the right to continue using the applicable Licensed
Materials;
(ii) replace or modify the same so that it becomes non -infringing without loss of
material functionality; or
(iii) if none of the foregoing alternatives is reasonably available, or available on
commercially reasonable terms, at Versaterm's discretion, discontinue the
Service and use of the Software and refund to Customer any pre -paid and
unused portion of the Fees paid by Customer in respect of use of the
Software for the remainder of the then -current portion of the Term.
(d) Notwithstanding the above Versaterm shall have no obligation for any Claim based
upon Third Party Components, which are warranted solely by the individual Third
Party Supplier.
(e) This Section 13 states the entire obligations of Versaterm with respect to any
infringement of any Intellectual Property Rights of any third party.
14. Customer's Indemnity
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Customer shall defend to the extent permitted under Colorado law, at its own expense
any Claim brought against Versaterm, its affiliates or any of their respective directors,
officers, employees, consultants, contractors or agents (each, a "Versaterm
Indemnitee"), to the extent such Claim: (i) alleges, directly or indirectly, that any
Customer Data infringes any Canadian or U.S. Intellectual Property Right of a third
person; or (ii) is in relation to Customer's use of the Software, including contrary to
applicable law, except however to the extent Versaterm is obligated to indemnify
Customer pursuant to Section 13; provided that Customer is given:
i. prompt written notice of the Claim or of any allegations or circumstances known
to Versaterm which could result in a Claim;
all reasonable information and assistance from Versaterm, at Customer's
expense, which Customer may require to defend the Claim; and
iii. sole control of the defense of the Claim, and all negotiations for its settlement or
compromise thereof; provided that Versaterm's express prior written consent
shall be required for any such settlement or compromise that (A) does not fully
and irrevocably release all Versaterm Indemnitees from any liability of any kind a
full release with respect thereto, (B) limits in any manner Versaterm's right to
use, distribute or commercialize any Licensed Materials, or (C) that includes any
admission of wrongdoing by or creates or is reasonably likely to create any
reputational harm to any Versaterm Indemnitee.
15. Exclusion of Other Warranties and Conditions
(a) EXCEPT AS EXPRESSLY STATED IN THIS MSA, ANY SERVICE SCHEDULE,
OR ANY SOW, THE LICENSED MATERIALS, THIRD PARTY COMPONENTS OR
ANY SERVICES PROVIDED HEREUNDER, ANY SERVICE SCHEDULE OR ANY
SOW ARE PROVIDED ON AN "AS IS", "WHERE -IS" AND "AS AVAILABLE" BASIS,
WITHOUT ANY WARRANTY OF ANY KIND. THE REPRESENTATIONS AND
WARRANTIES GIVEN BY VERSATERM IN SECTION 11 ARE IN LIEU OF ALL
OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER
EXPRESS OR IMPLIED, IN RELATION TO ANY LICENSED MATERIALS, THIRD
PARTY COMPONENTS OR SERVICES PROVIDED UNDER THIS MSA, ANY
SERVICE SCHEDULE OR ANY SOW, INCLUDING ANY IMPLIED WARRANTIES
OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON -INFRINGEMENT AND THOSE
ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF
DEALING OR USAGE OF TRADE. VERSATERM HEREBY DISCLAIMS ALL
LIABILITY AND RESPONSIBILITY FOR ANY THIRD -PARTY COMPONENTS OR
THE ACTS OR OMISSIONS (INCLUDING WITH RESPECT TO THE PROVISION
OF ANY SERVICES) OF ANY THIRD PARTY SUPPLIER.
(b) CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE
AND OPERATION OF ANY SOFTWARE OR THIRD -PARTY COMPONENTS, AND
THE RESULTS OBTAINED FROM SUCH USE AND OPERATION, ARE AT THE
SOLE AND EXCLUSIVE RISK OF CUSTOMER AND THAT VERSATERM
ASSUMES NO LIABILITY OR RESPONSIBILITY WITH RESPECT TO ANY
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RELIANCE UPON THE RESULTS OBTAINED BY CUSTOMER OR ANY THIRD -
PARTY.
16. Exclusion of Indirect Damages.
UNDER NO CIRCUMSTANCES WILL VERSATERM BE LIABLE FOR ANY OF THE
FOLLOWING UNDER THIS AGREEMENT FOR ANY REASON: (A) SPECIAL,
INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES
OF ANY KIND, INCLUDING WITH RESPECT TO LOSS OF PROFITS, REVENUES,
CUSTOMERS OR CONTRACTS, LOSS OF USE OF EQUIPMENT, LOSS OF OR
DAMAGE TO DATA OR CUSTOMER RECORDS, REPUTATIONAL HARM,
OPERATIONAL OR SERVICE INTERUPTIONS, BUSINESS INTERRUPTION, OR
LACK OF AVAILABILITY OF CUSTOMER MATERIALS OR FACILITIES, INCLUDING
CUSTOMER'S COMPUTER RESOURCES, SOFTWARE AND ANY STORED DATA
(INCLUDING CUSTOMER DATA) OR RECORDS; OR (B) ANY THIRD -PARTY CLAIMS
AGAINST CUSTOMER FOR LOSSES OR DAMAGES (EXCEPT AS EXPRESSLY
PROVIDED IN SECTION 13), IN EACH CASE, EVEN IF ADVISED OF THE
POSSIBILITY OF SAME OR EVEN IF SAME WERE REASONABLY FORESEEABLE.
17. Limitation of Direct Damages.
THE TOTAL AGGREGATE LIABILITY OF VERSATERM UNDER THIS AGREEMENT IN
ANY CIRCUMSTANCES IS LIMITED TO THE AMOUNT CUSTOMER PAID
VERSATERM UNDER THE SERVICE SCHEDULE PURSUANT TO WHICH SUCH
LIABILITY AROSE OR IS ASSOCIATED DURING THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM GIVING RISE TO THE
LIABILITY AROSE. NOTWITHSTANING THE FOREGOING, THE LIMITATIONS OF
LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO DAMAGES ARISING
FROM VERSATERM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
18. Insurance.
Versaterm shall secure and maintain insurance coverage throughout the MSA and any
Service Schedule in amounts that it deems reasonable in its sole discretion.
19. Termination.
In addition to any other rights or remedies hereunder:
(a) Versaterm reserves the right to terminate this MSA or any Service Schedule for
convenience by providing thirty (30) days written notice to the Customer;
(b) Versaterm may terminate this MSA and/or any Service Schedule at any time on
giving Customer notice in writing if: (i) Customer infringes any copyright or other
Intellectual Property Right or other industrial or proprietary right of Versaterm; (ii) in
Versaterm's reasonable judgment, Customer's use of the Software poses a security
risk to the Software or any third party; (iii) Customer fails to pay in full any sum owed
by it under this MSA or Service Schedule within thirty (30) days of the due date
therefor; or (iv) Customer fails to observe or perform any other material obligation or
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covenant required to be observed or performed by it under this MSA or Service
Schedule, and solely in the case of (iv) above, such failure continues for a period of
thirty (30) days after delivery of written notice by Versaterm to Customer requiring
Customer to cure such failure.
(c)
In the event Customer becomes unable to pay future amounts due under any
Service Schedule or SOW due to a material reduction in or cancellation of public
funding, Customer may terminate the applicable Service Schedule or SOW upon
thirty (30) days' written notice to Versaterm, and Versaterm shall be entitled to retain
any advance payments made by Customer to Versaterm for services rendered up
to the termination date.
(d) Subject to applicable law, Customer may terminate this MSA immediately upon
giving written notice to Versaterm if Versaterm: (i) makes any general assignment
for the benefit of creditors or otherwise enters into any composition or arrangement
with its creditors; (ii) is unable to pay its debts as they mature; (iii) has a receiver
and/or manager appointed over its assets or an application is made to do so; (iv)
becomes bankrupt or insolvent or commits an act of bankruptcy or (v) Versaterm
fails to observe or perform any other material obligation or covenant required to be
observed or performed by it under this MSA or Service Schedule, and solely in the
case of (v) above, such failure continues for a period of thirty (30) days after delivery
of written notice by Customer to Versaterm requiring Versaterm to cure such
failure.
20. Orderly Termination
(a) Upon any termination or other expiration of a Service Schedule or SOW or this MSA,
each Party shall forthwith return to the other Party all Confidential Information,
documentation, papers, material, and other property of the other Party in its
possession or control.
(b) In addition to the obligations in Section 20(a) above, upon termination of a Service
Schedule or upon expiration of the License Term for Software which is not renewed
in accordance with the Service Schedule, Customer shall:
(i) immediately discontinue use of the Licensed Materials;
(ii) ensure that all Persons using the Licensed Materials pursuant to this MSA
cease all use thereof;
(iii) promptly (and in any event within five (5) days) return to Versaterm all copies
of the Licensed Materials in its (or any Authorized Users' or other Persons' to
whom it provided access to any Licensed Materials) possession or control;
(iv) permanently erase all Licensed Materials, in whole or in part, from all
computer systems, storage devices and other electronic recording systems
in Customer's possession or control and cause each Authorized User and
each other Person to whom it provided access to any Licensed Materials to
do the same;
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(v) deliver within thirty (30) calendar days of such termination or expiration a
certificate certifying that Customer and all such Persons to whom Customer
has provided access to any Licensed Materials have complied with the terms
of this Section 20(b), as applicable; and
(vi) pay Versaterm the full amount of any charges outstanding, including for any
Professional Services performed, as of the date of termination, if any,
whether invoiced or not (including any amounts due as late payment
charges), and all other monies owing to Versaterm.
21. Suspension
If Customer has materially violated the MSA or any Service Schedule, including failure
to pay any Fees or any portion thereof when due (other than invoiced amounts disputed
in good faith pursuant to Section 8(f)), Versaterm may immediately suspend Customer's
and each of its Authorized Users' right to access or use any Licensed Materials (including
access to the Versaterm Platform) or receive any Services.
22. Relationship
This MSA and each Service Schedule and SOW are agreements between separate legal
entities and neither Party is the agent, employee, or partner of the other for any purpose
whatsoever. The Parties do not intend to create a partnership or joint venture between
themselves. Neither Party shall have the right to bind the other to any Service Schedule
with a third -party or to incur any obligation or liability on behalf of the other Party.
23. Notices.
Unless specified otherwise in a Service Schedule, all notices, requests, demands and
other communications under this MSA and each Service Schedule shall be in writing and
shall only be duly given:
(a) on the date of sending if sent by email to the email address indicated in Section
23(b); or
(b) on the three business days after posting if sent, during normal postal conditions, by
registered or certified mail to the Party for which it is intended and addressed as
follows:
To Versaterm at: To Customer:
Versaterm Public Safety U.S. Inc. Weld County
1 North MacDonald, Suite 500
Mesa, Arizona, USA 1401 North 17th Avenue
85201
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Agreement no. 1
Attention: Legal Department
E-mail: legal(a�versaterm.com
With copy to:
Versaterm Public Safety Inc.
1331 Clyde Avenue, Suite 400
Ottawa, Ontario, Canada
K2C 3G4
24. Waiver.
Greeley, CO 80631
Attention: Carol Gessner (Senior
Project Manager)
E-mail: cgessner@weld.gov
Any waiver of, or consent to depart from, the requirements of any provision of this MSA
or a Service Schedule or SOW shall be effective only if it is in writing and signed by the
Party giving it, and only in the specific instance and for the specific purpose for which it
has been given. No failure on the part of any Party to exercise, and no delay in exercising,
any right under this MSA shall operate as a waiver of such right. No single or partial
exercise of any such right shall preclude any other or further exercise of such right or the
exercise of any other right. No amendment or variation to this MSA shall be effective
unless signed in writing by both Parties.
25. Assignment.
Customer may not assign any rights or benefits under this MSA (including any Service
Schedules or SOWs), in whole or in part, to any Person without the express prior written
consent of Versaterm. Versaterm may assign its rights and benefits under this this MSA
(including any Service Schedules or SOWs) to any Person by providing written notice to
the Customer and may contract with any other Person to perform its obligations under
this MSA (including any Service Schedules or SOWs) without obtaining Customer's
consent to any such contract. Notwithstanding the foregoing, Versaterm may assign its
rights and benefits under this MSA (including any Service Schedules or SOWs) to any
Person without providing written notice to the Customer if such assignment is due to a
corporate restructure, merger, or acquisition.
26. Force Majeure.
Except as expressly provided otherwise in a Service Schedule, dates and times by which
Versaterm or Customer is required to render performance (other than dates and times
for payment of money) under a Service Schedule or SOW shall be postponed
automatically to the extent and for the period of time that Versaterm or Customer, as the
case may be, is prevented from meeting them by reason of any causes beyond its
reasonable control, provided the Party prevented from rendering performance notifies
the other Party promptly and in detail of the commencement and nature of such a cause,
and provided further that such Party uses its commercially reasonable efforts to render
performance in a timely manner utilizing to such end all resources reasonably required
in the circumstances, including obtaining supplies or services from other sources if same
are reasonably available.
27. Severability.
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If any provision of this MSA or any Service Schedule or SOW is determined to be invalid
or unenforceable by a court of competent jurisdiction from which no further appeal lies
or is taken, that provision shall be deemed to be severed herefrom, and the remaining
provisions of this MSA, Service Schedule or SOW shall not be affected thereby and shall
remain valid and enforceable.
28. Survival.
All obligations accrued to the date of termination as well as the Sections of this MSA
listed below shall survive the termination of this MSA and any Service Schedule or SOW
made pursuant to this MSA for as long as necessary to permit their full discharge: 1, 4(b),
6, 8, 9, 10, 13, 14, 15, 16, 17, 20, 22, 23, 24, 25, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36,
37, 38, 39, 41 and 42.
29. Headings
Section headings used in this MSA or any Service Schedules or SOWs are for
convenience of reference only and shall not be construed as defining, limiting, or
describing the scope or intent of this MSA or of the Service Schedule or SOW, as
applicable.
30. Currency
Unless otherwise specified, all references to monetary amounts, including the symbol
"$", are in respect of United States Dollars.
31. Benefits
This MSA and any Service Schedule or SOW made pursuant to this MSA shall be
binding upon and enure to the benefit of the Parties and their respective successors
and permitted assigns.
32. Interpretation
In this MSA and each Service Schedule, words in the singular number include the plural
and vice versa; words in the masculine gender include the feminine and neutral genders.
33. Good Faith Discussions
Prior to the commencement of any legal proceeding under this MSA or any Service
Schedule or SOW, all claims must be raised for good faith discussion between authorized
representatives of both Parties with authority to resolve the dispute. Should the claims
not be resolved within thirty (30) days of the date of the first request such discussion,
each Party shall be free to pursue its legal remedies pursuant to the terms of this MSA.
34. Amendments.
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None of this MSA, and Service Schedule or any SOW shall be changed or amended
except in writing by an amendment executed by authorized representatives of each
Party.
35. Governing Law.
This MSA, each Service Schedule and each SOW as well as any matters relating to this
MSA, any Service Schedule or any SOW, shall be construed and governed by and in
accordance with the laws of the State of Colorado and the applicable federal laws of USA
(excluding any conflict of laws rule or principals that might refer such construction to the
laws of another jurisdiction).).
36. Entire Agreement.
(a) This MSA, together with each Service Schedule and SOW and all schedules
attachments and exhibits hereto and thereto, constitutes the entire agreement
between the Parties with respect to the subject matter hereof. All prior agreements,
negotiations, undertakings, and discussions, whether oral or written, are superseded
by this MSA and there are no warranties, representations, or covenants between the
Parties in connection with this MSA, except as specifically set forth or referred to in
this MSA.
(b) Each Party acknowledges that it has not been induced to enter into this MSA or
any Service Schedule by any representations, warranties or covenants not
expressly stated herein or therein.
(c) The Parties agree that any terms or conditions set forth in a purchase order,
acknowledgement or any other document or response issued by Customer shall
not apply to this MSA or any Service Schedule or SOW shall be deemed
automatically rejected by Versaterm without need of any further or additional notice
of rejection and void and of no effect.
37. Consultants and Agents.
Customer shall ensure that its employees, consultants, contractors and agents comply
with the terms and conditions of this MSA and any Service Schedule or SOW to the
extent that such Persons are entitled or obligated under the terms hereof or thereof to
exercise any rights or perform any obligations hereunder or thereunder. Customer shall
be responsible for the actions of all such employees, consultants, contractors and
agents.
38. Hosting Provider. Versaterm may change its third -party hosting provider ("Hosting
Provider") at any time. Customer's use of the Licensed Materials is subject to any
applicable restrictions imposed by the Hosting Provider. Notwithstanding any other
provision of this MSA, Versaterm shall not be liable for any problems, failures, defects,
or errors with the Licensed Materials to the extent caused by the Hosting Provider,
except for Versaterm's negligence or willful acts. Customer acknowledges that the
Fees payable for the Licensed Materials reflect the fact that Versaterm is not
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responsible for the acts and omissions of the Hosting Provider except for Versaterm's
negligence or willful acts.
39. Language.
The Parties have expressly required that this MSA and all documents and notices
relating hereto be drafted in English.
40. Publicity/Press Releases.
Versaterm may reference the existence of this MSA and the business relationship
between the Parties for the purposes of: (a) issuing press releases to announce the
beginning or continuation, as applicable, of the business relationship between the
Parties; or (b) referencing Customer as a customer of Versaterm including in Versaterm's
customer list and other marketing materials.
41. Counterparts.
This MSA, any Service Schedule and any SOW or part thereof or attachment thereto
may be executed in any number of counterparts and by exchange of signature pages by
electronic mail or by any other electronic means. Each executed counterpart will be
deemed to be an original. All executed counterparts taken together will constitute one
agreement. The execution of this MSA, any Service Schedule or SOW by electronic mail
or by any other electronic means shall be deemed to constitute effective execution of this
Agreement as to the parties hereto. Such electronic signatures may be used by the
parties in lieu of the original signature page[s] of this MSA, any Service Schedule or SOW
for any and all purposes.
42. United Nations.
Pursuant to Article 6 of the United Nations convention on contracts for the International
Sale of Goods ("UN Convention"), the Parties agree that the UN Convention shall not
apply to this MSA.
43. Governmental Immunity. No term or condition of this Agreement shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-
101 et seq., as applicable now or hereafter amended.
44. Extending pricing
Subject to Versaterm's discretion, Customer may extend pricing, terms and conditions of
this Agreement to other governmental entities that have signed an intergovernmental
agreement with the Customer to be system users.
[remainder of page left intentionally blank]
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Agreement no. 1
Agreed to on behalf of:
Effective Date: 7/24/2_,
CUSTOME
By:
Name: Kevin D. Ross
AUG 0 5 2024
Title: Chair, Board of County Commissioners
Weld CCCoou�unt__y,,``Colorado
ATTEST: �,/...ii v•Xid4;11
By:
Deputy Cler
Agreed to on behalf of:
Versaterm Public Safety US, Inc.
[day, $l�tuau'17
Name: Adam Schwartz
Title: Chief Revenue officer
Date: July 24, 2024
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Versaterm
STATEMENT OF WORK SPIDR TECH
THIS STATEMENT OF WORK ORDER NO. 1 ("SOW") IS ENTERED INTO AS OF LAST SIGNA-
TURE DATE BELOW IS MADE BY AND BETWEEN VERSATERM PUBLIC SAFETY US, INC.
("VERSATERM") AND WELD COUNTY ("CUSTOMER") AND IS DEEMED TO BE INCORPO-
RATED INTO THAT CERTAIN SERVICE SCHEDULE NO 1., SERVICE SCHEDULE - SPIDR TECH
PRODUCT SIGNED BY AND BETWEEN VERSATERM DATED THE 24th DAY OF
July ,2024 ("SERVICE SCHEDULE") AND THAT THIS SERVICE SCHEDULE IS ATTACHED
TO THE MASTER SOFTWARE AND SERVICES AGREEMENT SIGNED BY AND BETWEEN VER-
SATERM DATED THE 24th DAY OF
VICE SCHEDULE THE "AGREEMENT".
July, 2024 ("MSA" AND TOGETHER WITH SER-
DELIVERABLES
The SPIDR Tech Implementation team will deliver the following:
• Investigations Module
• Insights Module
• Language support for:
English
o Up to Two Additional Languages
PROJECT KICKOFF
The SPIDR Tech team will host a pre -kickoff meeting to review the implementation process
with the agency's team and will then schedule a kickoff meeting. The typical SPIDR Tech im-
plementation timeframe from kickoff to Launch is approximately 30 days depending on the
availability of the required resources. With a focused and dedicated agency team we can de-
ploy in 14 days. There are two concurrent phases to the SPIDR Tech deployment process:
technical deployment and the non -technical deployment.
SPIDR TECH PROJECT ROLES AND RESPONSIBILITIES
SPIDR Tech's project team will include an Implementation Manager (IM), Deployment Engi-
neer (DE), and a Partner Success Manager (PSM). SPIDR Tech's project team will provide
services remotely via teleconference, web -conference, or other remote method in filling its
commitments as outlined. The personnel role descriptions noted below provide an overview
of typical project team members.
IMPLEMENTATION MANAGER
An Implementation Manager will be assigned as the principal SPIDR Tech representative and
point of contact for your agency. The IM's responsibilities include:
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• All non -technical tasks over the course of the deployment process.
• Manage the SPIDR Tech responsibilities related to implementation.
• Maintain the project schedule and coordinate agency resources.
• Manage the change order process per the agreement.
• Report project status and risks.
• Conduct status meetings.
DEPLOYMENT ENGINEER
The Deployment Engineer is responsible for the delivery of the technical elements of the so-
lution, meeting contracted requirements. DE's will support your agency in a technical capac-
ity throughout the project duration.
PARTNER SUCCESS MANAGER
A Partner Success Representative will be assigned to your agency at the start of the project
to be the agency's trusted advisor post deployment, Responsibilities include:
• Assist the agency with maximizing the value of their SPIDR Tech.
• Manage, escalate, and log issues with Support, Product Management, and Sales.
• Conduct business reviews and share information on product features.
AGENCY PROJECT ROLES AND RESPONSIBILITIES
Successful implementation relies on a committed project team participating in project activi-
ties. The agency project team should be engaged from project initiation through beneficial
use of the system.
PROJECT MANAGER/AGENCY CHAMPION
The Project Manager (PM) will act as the primary agency point of contact for the duration of
the project. The PM's responsibilities include:
• Communicate and coordinate with other project participants including the IM.
• Manage the agency project team, including vendors and subcontractors.
• Evaluate progress against the project schedule.
• Attend status meetings.
• Respond to issues related to project progress.
• Ensure network access and other technical details are available for the DE.
• Signoff on milestone certifications and change orders .
The PM will likely need support from operational decision makers including subject matter
experts in police operations related to 911 response, crime reporting, and investigations.
Other key resources likely needed during implementation are:
• Technical Points of Contact- network, database, system, or domain administrators
• Public Information Officer - responsible for branding, media releases, etc.
• Training Officer - A representative who will serve as the internal agency trainer.
INTERFACE IMPLEMENTATION
SPIDR's interfaces are flexible and can be tailored to meet the specific requirements of your
agency. Interfaces connect to your RMS, CAD and CMS systems to extract the data required
to operate the system and to give your agency the most value.
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DATA USED
SPIDR Tech limits the use of agency data to the data needed to power and monitor the sys-
tem. For CAD interfaces, the platform requires CAD, RMS and CMS event metadata, exam-
ples include CAD event number, timestamps, call type, reporting party phone number, case
report number, report date & time, division/beat, case management information, involved
parties, etc.
CONFIGURATION
The software is highly configurable and modular, allowing for customization to match your
agency's policy. Configuration options include:
• Call types & offense codes that send messages and those that won't
• Contents of each message
• Time to delay before sending a message
• Time windows for "Do Not Disturb"
• Maximum age of data to act on
QUALITY ASSURANCE
SPIDR Tech's work is considered complete upon completing the last task listed in the State-
ment of Work. Agency task completion will occur in a way that enables SPIDR Tech to com-
plete its tasks without delay. The agency will provide SPIDR Tech written notification that it
does not accept the completion of a task or rejects a SPIDR Tech notification within five (5)
business days of completion or receipt of the notification. If there's any conflict, the Service
Schedule, the MSA, and then the SOW will control if the parties agree.
TRAINING
SPIDR Tech makes our software easy to realize its full capabilities. The implementation
team conducts Train -the -Trainer sessions, and we provide online training and training mate-
rials for your agency throughout the life of the partnership.
MICSCELLANEOUS
Notwithstanding the terms of the Agreement Versaterm and Customer agree that in the
event of conflict between of this SOW and the Agreement regarding the technical terms,
project roll out and implementation the terms of SOW shall supersede over the terms of the
Agreement.
3of4
SpidrTechPropsa1202310
Docusign Envelope ID: E7071274-D71C-4270-9ED6-D1213A409A08
Versaterm Public Safety US, Inc.
I�.y,.�-pneaoY�/�
Q( 1 Sdkwart,,
Name: Adam Schwartz
Title: Chief Revenue Officer
Date Signed: Duly 24, 2024
Effective Date: 7424/021/ —
CUSTOMER: W n
By:
AUG 0 5 2024
Name: Kevin D. Ross
Title: Chair, Board of County Commissioners
Weld county, Colorado
4of4
Docusign Envelope ID: E7071274-D71C-4270-9ED6-D1213A409A08
Service Schedule — "SPIDR Tech Product"
This Service Schedule No. 1 is effective as of the date of the last signature set forth on the
signature page hereto (the "Effective Date") and is made by the Weld County "Customer") and
Versaterm Public Safety US, Inc. ("Versaterm"). This "Service Schedule" and its schedules (if
applicable) are incorporated into that certain Master Software and Services Agreement between
Customer and Supplier ("MSA"). The terms and conditions that are specific to this Service
Schedule are set forth herein. In the event of a conflict between the provisions of this Service
Schedule and the Master Agreement, the provisions of Section 2 a) of the MSA shall control
such conflict. Capitalized terms herein will have the meanings set forth in the MSA, " or the
"Definitions" as further defined below.
1. Service Schedule Information
1.1. Software/Subscription Service: Investigations & Insights Modules
1.2. Sworn Count: 85
1.3. Subscription Term: 09/30/24 - 09/30/25
1.4. Fees:
Versaterm shall send invoices to Customer at the following e-mail address:
billingra,,IT(ciweld.00v (CC: cgessner(c�weld.gov and atrout@weld.gov)
Should invoice email address change, Customer shall promptly notify Versaterm.
SPIDR Pricing Overview
Year 1
Cost
Subscription
Fee'
Modules included:
Investigations & Insights
$16,830.00 USD
Invoice on or
around: 09/30/24
Professional
Services
Deployment and installation fee (one-time
setup/integration fee)
$10,000.00 USD
Invoiced on or
around: 07/30/24
Maintenance and
Support
Unlimited maintenance and support, assigned Partner
Success Manager
Included
Total:
$26,830.00 USD
Year 2
Cost
Subscription
Modules Included:
$16,830.00 USD
Subscription Fee for year 2 and subsequent years shall be invoiced on or around the annual anniversary of the
start Subscription Term.
June 2024 — 06182024
Page 1 of 5
Docusign Envelope ID: E7071274-D71C-4270-9ED6-D1213A409A08
Fee
Investigations & Insights
Maintenance and
Support
Unlimited maintenance and support, assigned Partner
Success Manager.
INCLUDED
Total:
$16,830.00
USD
The Fees indicated above may be subject to a price increase as per the MSA.
2. License
2.1. Provision of the Service. Versaterm will provide Customer with access to Versaterm's
proprietary service for the software modules specified in the Section 1 (collectively the
"Service") in accordance with the terms and conditions of this Agreement. To access
and use the Service, Customer is responsible at its own expense for obtaining its own
internet access, and any hardware and software required therefor.
2.2. Grant of Rights. Subject to the terms and conditions of the Agreement, Versaterm
hereby grants to Customer a limited, non-exclusive, non -transferable right to access
and use the Service, solely for Customer's purposes during the Term. All rights not
expressly granted to Customer are reserved by Versaterm and its licensors. There are
no implied rights.
2.3. Versaterm SPIDR Tech Technology. In connection with providing the Service,
Versaterm and its licensors shall operate and support the hosted environment used by
Versaterm to provide the Service, including the Versaterm Technology, the server
hardware, disk storage, firewall protection, server operating systems, management
programs, web server programs, documentation and all other technology or information
so used by Versaterm. As used herein, "Versaterm SPIDR Tech Technology" means
all of Versaterm's proprietary technology (including software, hardware, products,
processes, algorithms, user interfaces, know-how, techniques, designs and other
tangible or intangible technical material or information) made available to Customer by
Versaterm in providing the Service.
3. Service Level Agreement
This Section 3 describes the levels of service that the Customer will receive from Versaterm.
3.1. Up -time Availability. During the Term, Versaterm's API will be operational and available
to the Customer at least 99.9% of the time in any calendar month. Note that even during
API downtime, once the API availability is re-established, Versaterm will receive all data
since the last time the API was available. The Versaterm Platform will generate and
send any messages that can still be responsibly sent.
June 2024 — 06182024 Page 2 of 5
Docusign Envelope ID: E7071274-D71C-4270-9EO6-D1213A409A08
3.2. Downtime. Customer agrees that from time to time the Service may be inaccessible or
inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic
maintenance procedures or repairs which Versaterm may undertake from time to time;
or (iii) causes beyond the control of Versaterm or which are not reasonably foreseeable
by Versaterm (collectively "Downtime"). Versaterm shall use commercially reasonable
efforts to provide twenty-four (24) hour advance notice to Customer in the event of any
scheduled Downtime. Versaterm shall use commercially reasonable efforts to minimize
any disruption, inaccessibility and/or inoperability of the service in connection with
Downtime, whether scheduled or not.
3.3. Support Services
Versaterm shall establish, sufficiently staff, and maintain the organization and
processes necessary to provide telephone and/or email -based technical support,
troubleshooting, error identification, isolation and remediation, and other assistance
directly to the Customer and its authorized users.
Versaterm will provide the Customer with any resource containing information that will
aid in problem and error resolution and correction, as well as any other technical
resources made electronically available to any of Versaterm's other customers.
3.4. Response Times
Customer may raise a support issue with Versaterm — SPIDR Tech product group, by
e -mailing support@spidrtech.com or phoning 877-746-8276. Versaterm shall
endeavor to respond in a timely fashion.
Versaterm is deemed to have responded when it has replied to the Customer's initial
request. This may be in the form of an email or telephone call, to either provide a
solution, request further information, or propose an ETA for a solution.
Initial target response times depend on the priority of the item(s) affected and the
severity of the issue. They are shown in the table below:
Priority
Response Time
Description
Priority 0
< 1 hour
Compete Degradation - Impacts entire agency. SPIDR
Tech API completely unavailable
Priority 1
< 2 hours
Significant degradation - critical functional unavailable,
business impacting.
Incorrect/misleading messages
Priority 2
1 business day
Limited degradation: minor functionality unavailable,
business processes can continue.
Message schedule and timelines
Administrative interface issues
Priority 3
Best Effort
Very minor degradation: no business process impact
Response times apply to typical business hours .Commercially reasonable efforts will
be used for cases after normal business hours and on holidays, as necessary to
June 2024 — 06182024
Page 3 of 5
Docusign Envelope ID: E7071274-D71C-4270-9ED6-D1213A409A08
support Versaterm's obligations under the Service Schedule. Complete outages are
monitored and acted upon 7x24x365.
3.5. Resolution times
Versaterm shall endeavor to use commercially reasonable effort to resolve problems
as swiftly as possible. Versaterm does not guaranteed resolution times
3.6. Security
Working with law enforcement and prosecutor data requires special security
considerations, and Versaterm supports these requirements for the provision of SPIDR
Tech related Services. Versaterm performs background checks on all employees.
Versaterm ensure that the necessary employees have completed Criminal Justice
Information System (CJIS) Level 4 Security Awareness Certification and signed a CJIS
Security Addendum. VShould Customer require further all project personnel to an
agency background, upon request, additional costs may apply.
Customer acknowledges and agrees that SPIDR Tech Services are , hosted by
Amazon Web Services (AWS) GovCloud.. AWS follows Criminal Justice Information
Services (CJIS) compliance guidelines, and Versaterm possess supporting
documentation detailing our compliance.
Versaterm will and does not install, own, or manage any equipment within your
agency's network. Our Services are hosted in the cloud, and the networks talk to each
other via a secure Virtual Private Network (VPN) or API
For the provision of SPIDR Tech Services Versaterm utilizes a Federal Information
Processing Standard (FIPS) 140-2 compliant encryption method to encrypt CJIS data
at rest, including database backups and volumes.
Email services for the agency subdomain are secured using Sender Policy Framework
(SPF) and Domain Keys Identified Mail (DKIM) records. Web services are secured
using Secure Sockets Layer (SSL) certificates and Transport Layer Security (TLS)
connections.
Customer ackownledges that user role security can be optimized by using the agency's
Single Sign On (SSO) provider which can include multi -factor authentication.
[remainder of page left intentionally blank]
June 2024 — 06182024 Page 4 of 5
Docusign Envelope ID: E7071274-D71C-4270-9ED6-D1213A409A08
Versaterm Public Safety US, Inc.
D...Signed 6y:
By: 11414"
[ BcL,wavt�
Name: Adam Schwartz
Title: Chief Revenue officer
Date: July 24, 2024
Effective Date: 7/02'107
CUSTOMER: oun
By: ) 0
Name: Kevin D. Ross AUG 0 5 2024
Title: Chair, Board of County Commissioners
Weld County, Colorado
ATTEST:
By:
eputy Cler 'p o th - Board
June 2024 — 06182024
ontract For
Entity Information
Entity Name *
VERSATERM PUBLIC SAFETY US
INC
Entity ID*
@00017483
Contract Name*
VERSATERM TEXT SURVEY SOFTWARE - MASTER
SERVICES AGREEMENT, SOW, SUPPORT AGREEMENT
Contract Status
CTB REVIEW
Contract ID
8560
Contract Lead *
CGESSNER
Contract Lead Email
cgessner@weld.gov
New Entity?
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description
VERSATERM TEXT SURVEY SOFTWARE - MASTER SERVICES AGREEMENT, SOW, SUPPORT AGREEMENT. ORIGINALLY
FOR PROJECT SO -1 548 TEXT TO SURVEY TO ALLOW SO TO SEND OUT TEXT SURVEYS TO CRIME VICTIMS.
Contract Description 2
Contract Type
AGREEMENT
Amount*
$26,830.00
Renewable
YES
Automatic Renewal
NO
Grant
NO
IGA
NO
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM-
InformationTechnologyGI
S@weldgov.com
Department Head Email
CM-
InformationTechnologyGI
S-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
Requested BOCC Agenda Due Date
Date* 08/03/2024
08/07/2024
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
NO
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
07/24/2024
Termination Notice Period
Contact Information
Review Date *
06/30/2025
Renewal Date
09/30/2025
Committed Delivery Date Expiration Date
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
MICHAEL SHAW PRIMARY MICHAEL.SHAW@VERSATERM.COM 702-575-5058
Purchasing
Purchasing Approver
CONSENT
Approval Process
Department Head
RYAN ROSE
DH Approved Date
08/01/2024
Finance Approver
CONSENT
Purchasing Approved Date
08/01/2024
Legal Counsel
CONSENT
Finance Approved Date Legal Counsel Approved Date
08/01/2024 08/01/2024
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
08/05/2024
Tyler Ref #
AG 080524
Originator
CGESSNER
Hello