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Home My WebLink About20213554.tiffCw- -h/ac-FI 1 X3V BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: 2024 Renewal of 1099 Software DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose DATE: 11/20124 Brief description of the problem/issue: Our annual subscription for 1099 software is due and payable. This software is used annualy by the Accounting Department to submit end of year tax forms. The funds to renew were included in the FY2024 budget, and Legal has reviewed the agreement. What options exist for the Board? 1) Renew Subscription 2) Schedule work session to discuss Consequences: Required for annual tax for submissions Impacts: Required for annual tax for submissions Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years: $7,025.00, included in F02024 Budget. Recommendation: it is the recommendation of the Information Technology Department to renew this subscription. Perry L. Buck, Pro -Tern Mike Freeman Scott K. James Kevin D. Ross, Chair Lori Seine traunk- IZ/tlC-- Support Recommendation Schedule Place on B0CC Agenda Work Session Other/Comments: Ot- CC-Ohloaa.(l1) i2n\/Z4 zo2 l -355 l -r0061 SOVOS ORDER FORM This Order Form incorporates by reference and is governed by the terms and conditions contained in the Software and Services Agreement located at https://sovos.com/software-and-services-terms/ ("Agreement"). The Agreement is updated in accordance with the terms therein. By executing this Order Form, Customer accepts the terms and the incorporation of the Agreement. Capitalized terms not defined in this Order Form have the meaning ascribed to them in the Agreement. The individuals executing this Order Form on behalf of Customer and Sovos are duly authorized to execute this Order Form on behalf of their respective principals. This Order Form is binding on Customer upon execution and on Sovos upon the earlier of the provision of Software or Services or the date the invoice is issued by Sovos. Customer: Sovos: Name: Weld County Government 1099 Pro LLC Address: 1401 N. 17th Avenue, Greenley, CO 80631 200 Ballardvale Street, Building 1, 4`h Floor Wilmington, MA 01887 Signature: C*; -- Print Name: Kevin D. Ross Title: Chair, Board of Weld County Commissioners Date: CEC 1 1 2024 Customer Contact Information Bill To/Invoicing Contact: Name: Jacob Mundt Address: PO Box 758 Greeley CO 80631 Phone: 970-400-2521 Email: billing.it@weld.gov Ship To Contact:* Name: Jacob Mundt Address: PO Box 758 Greeley CO 80631 Phone: 970-400-2521 Email: billing.it@weld.gov *Ship To Contact will be designated as the primary contact for the Software and/or Services below (and the Cloud Administrator if applicable). Changes after execution of this Order Form can be made by contacting Sovos support. This Order Form is a New Order. License Type Software/Service(s) Initial Order Term License Metric(s) On -Premise Solution 1099 Pro Corporate Suite & ASP.Net Interface ® Web Presentment API Service ❑ Puerto Rico Forms Module ❑ ACA 1095 Forms Module Oct. 1, 24 to Sep. 30, 25 Filer(s): Up to 10 Form(s): Up to 5,000 Web User(s): Up to 5 Admin User(s): Up to 5 Production Instance(s): 1 Annual Fee (all fees set forth herein are applicable to the Billing Period): USD $7,025 Software Add -On option 1099 Pro Service Bureau Customer may choose to utilize Sovos' Service Bureau functionality within the Software by uploading Forms to the Service Bureau and paying the rate per Form set forth in the Software. If Customer needs to print more than 10,000 Forms, the parties will execute a separate Order Form with pricing and payment information. Customer will be required to pay the 50% deposit as set forth in the applicable Data Sheet. 2021-3 sovos Overage Fees Software/Service(s) Fees Filer Usage in excess of contracted volumes: USD $25 Form Usage in excess of contracted volumes: USD $1 Web User Usage in excess of contracted volumes: USD $25 Admin User Usage in excess of contracted volumes: USD $100 Terms Renewal Order Term This Order Form shall automatically renew for consecutive Renewal Order Terms of 12 months each upon expiration of the Initial Order Term. Data Sheet This Order Form incorporates the terms of the Data Sheet applicable to Software/Service(s) to be provided to Customer hereunder. By executing this Order Form, Customer acknowledges its receipt and the incorporation of such applicable Data Sheet(s). Payment Terms Billing Terms: Net 30 from invoice date Billing Period: Software: Annual Service Bureau: Sovos shall invoice Customer upon usage. The fees in this Order Form do not include taxes. Commencing with the second Billing Period, Sovos may, with sixty 60 days prior written notice, increase fees effective as of the beginning of each Billing Period. Optional Training ❑ Yes ® No Sovos may provide up to 2 live training sessions, via webinar, geared towards Customer's needs and recorded for Customer's intemal use, free of charge. Any additional sessions will be charged at USD 650 per session. Customer will be billed upon completion of each session. Support: Priority Codes and Response Times Access to customer support ("Sovos Support") will be provided to Customer for the term outlined in the Agreement and incorporated Schedules, Data Sheets Order Forms and amendments based on the following criteria: • Customer has a current Agreement in place with Sovos. • Customer's supported Software and/or Services have not been suspended pursuant to the Agreement; • The Sovos Software and Services are being used in accordance with the Agreement and Customer is not in breach of the Agreement. Sovos may elect not to provide access to Sovos Support if Customer does not meet the above criteria. Sovos reserves the right to limit Sovos Support. Critical: A "Critical" priority is given to an issue that renders Software or Services inoperable, substantially degrades the performance thereof, adversely and substantially affects Customer's business operations, or causes substantial financial liability due to operational or informational deficiency. High: A "High" priority is given to an issue that is not adversely affecting Customer's business operations or causing financial liability, but is repeatedly and substantially affecting Customer's usage of Software or Services or data integrity or degrading performance of Software or Services and does not have any viable workaround options. Standard: A "Standard" priority is given to an issue which does not impact Customer's operation or use of Software or Services. sovos Sovos shall respond to requests from Customer for Software or Services support in accordance with the following: (a) Sovos will respond to a Critical priority within one business day after Customer has reported the problem to Sovos, and Sovos will diligently work to resolve the problem and will follow up, as necessary, until resolution of the problem. (b) Sovos will respond to a High priority within two business days after Customer has reported the problem to Sovos, and Sovos will diligently work to resolve the problem or provide a workaround option. (c) Sovos will respond to a Standard priority within two business days after Customer has reported the problem to Sovos and will diligently work to resolve the problem, provide a workaround option, or inform Customer that no changes, alterations, or additional support will be provided relating to the priority notification. The priority level of the problems reported by Customer will be assigned by Sovos. Feature/information requests cannot be given Priority Codes and Sovos makes no assurances or guarantees that any new features or software modifications will be incorporated into the software as a result of a priority notifications. Authorized Affiliates/Additional Filers Are Affiliates authorized to receive the Software and Services under this Order Form? O Yes re2No [If yes, list Authorized Affiliates below] Legal Name Address CAREERS SUPPORT TRUST CENTER Q North America z)ovos Software sod ₹ "Aces Agreemer m e r Espanol This Sovos Software and Services Agreement (this "Agreemerii establishes the general terms and conditions that govern your access to, and use gtertain Software and/or Services as identified on the applicable Order and is an agreement between the applicable Sovos Contracting Party ("Sovos") specified on the applicable Order and you or the entity you represent ("you", "your" or "Custome . Please read this Agreement carefully before commencing use of the Software and/or Services. This Agreement takes effect when you click araccept button or checkbox, if this option is made available to you, by signing or accepting an Ordgor when you use any of the Software and/or Services (the "Effective Date). By doing any of these you accept and agree to be bound and abide by this Agreement. If you arE entering into this Agreement on behalf of a company or other legal enti(wou represent that you have the authority to bind such entity and your affiliates to these terms and conditions.lf you do not have such authority or if you do not agree with these terms and conditions, you must not accept this Agreement and you may not use the Software and/or Services. Sovos may modify this Agreement (including any Data Sheets and Policies) at any time by posting a revised version on the Sovos Site. By continuing to use the SoftwarE CAREERS SUPPORT TRUST CENTER This Agreement is written in English and translated into various languages for informational purposes only In the event of any inconsistency discrepancy or conflict between the translation and English -language version, the English -language version shall prevail in determining the intent and meaning of this Agreement. 1. DEFINITIONS "Access" means, for the Cloud Solution, remotely connecting to Software via the URL provided by Sovos, and for the On -Premise Solution, via installed media delivered to you via electronic means or via courier "Affiliate" means an entity controlling, controlled by or under common control with a party to the Agreement where control means the ownership or control, directly or indirectly, of more than 50% of all the voting power of the sharesc(r other securities or rights) entitled to vote for the election of directors or other governing authority "Cloud Solution" means the hosting, management and operation of the Software identified in the Order from server(s) located at Sovos' or its hosting providEs'data center(s). "Data Sheets" means thedata sheet terms and conditionsapplicable to the Software and Services identified in an Order "Documentation" means the user instructions, release notes, manuals and on-line help files, as updated and generally made available by Sovos from time to time, regarding the use of the Software. "Governing Laws' and "Governing Courts /Venues" mean the laws and courts set out in the table below "Metrics" means the limitation on the usage of Software and/or Services designated and/or defined in the applicable Order CAREERS SUPPORT TRUST CENTER dLI. epLII Iy UI pap' ly all II IVOR., UII UUyI I U IC OUVUJ f.Jlalmul l l 1, VI a ii uuyl l U IC LUI IIII IUCU use of the Software and Services. "Order Form" means the document(s) associated with this Agreement that describes order -specific information such as description of Software, Services, Metrics, and fees. "Order Term" is defined in Section 11.2. "Services" means the Sovos professional, business process outsourcing, and/or other services identified in an Order or SOW "Software" means any software products made available by Sovos (including corresponding toolkits, any other programs made available by Sovos which are designed to operate with the Software, and any Documentation) as identified in an Order. "Sovos Contracting Party means the party identified on an Order and set out in the table below. Region and Mailing Governing Sovos Contracting Party Country Address Laws England Sovos Compliance Ltd Accordance Technical Services Ltd Governing Courts/ Venues EMEA Suite 12, The Hub, Farnborough England and London High Business Wales Court Park, GU14 7JP, United Kingdom Mocatta England and London High House Wales Court CAREERS SUPPORT TRUST CENTER 38 rue de Fiscal Reps S.a.ri. Ponthieu, France (France) 75008, Paris, France Sovos Compliance c/o HeidestraBe Luther 40, 10557 Germany RechtsanwaltsgesellschaftBerlin, mbH Germany Het Poortgebouw, Beech NetherlandsSovos Compliance B.V Avenue 54- Netherlands 62, Schiphol, 1119 PW, The Netherlands Rua Viriato, 13, 3.° Piso, Portugal Saphety Level - Trusted 1050-233, Portugal Services S.A. Lisbon, Portugal France Courts of Paris Germany Courts of Berlin Courts of Amsterdam Courts of Lisbon Courts of Kungsbron 1, Stockholm E7, 111 22 Sweden Trustweaver AB Sweden (language of Stockholm, proceedings in Sweden English) Turkey F.I.T. Bilgi Islem Sistemleri Altaycevme Republic of Istanbul Servisleri Sanayi ve Mahallesi Oz Turkey (Central) Ticaret Anonim Sirketi Sk. No: 19/45 Courts Maltepe/ CAREERS SUPPORT TRUST CENTER Davutpap Istanbul D.T.P. Bilgi Item Iletiim Republic of Kampusu (Central) ve Tic A.S. A1blok No151- Turkey Courts C, Esenler/ Istanbul Turkiye United States 200 State or federal Ballardvale courts located Street, Commonwealth in the 1099 Pro LLC Building 1, 4thof Commonwealth Floor, Massachusetts of Wilmington, MA 01887 1129 Northern State of federal Blvd, Suite State of New courts located MHW, Ltd 312 York in the State of Manhasset, NY 11030 New York 200 State or federal Ballardvale Street, Commonwealthcourts located in the Sovos Compliance, LLC Building 1, 4thof Floor, Massachusetts Commonwealth of Wilmington, Massachusetts MA 01887 TINCheck, LLC 200 CommonwealthState or federal Ballardvale of courts located Street, Massachusetts in the Building 1, 4th Commonwealth Massachusetts CAREERS SUPPORT TRUST CENTER ,........pr, VII' II IG Illlr„/VI1J, III,. New York, NYYork 10013 3030 Bridgeway, State of New USA Wine West, LLC Suite 127, York Sausalito, CA 94965 LATAM Esmeralda 1320, Piso 1ro, Oficina Argentina TOC Argentina S.A. "A", Ciudad Argentina Autonoma de Buenos Aire, Argentina Alameda Rio Negro, 161, Federative FIT Sistemas Solucoes Room 1304 Brazil Republic of Ltda Alphaville, Brazil Barueri, Sao Paulo, Brazil Alameda Rio Negro, 161, Saphety Brasil Federative Room 1304 Transacoes Eletronicas Republic of Alphaville, Ltda Brazil Barueri, Sao Paulo, Brazil Sovos Compliance Alameda Rio Federative Desenvolvimento de Negro, 161, Republic of Sistemas Ltda Room 1304 Brazil in the State of New York State of federal courts located in the State of New York Arbitration seat in Buenos Aires Arbitration seat in Sao Paulo Arbitration seat in Sao Paulo Arbitration seat in Sao Paulo CAREERS SUPPORT TRUST CENTER Taxweb Software de Room 1304 __- Arbitration seat Republic of Compliance Fiscal S.A. Alphaville, in Sao Paulo Brazil Barueri, Sao Paulo, Brazil Enrique Foster Sur Santiago 20, Piso 5, Republic of Arbitration and Chile Acepta.com SpA Comuna de Chile Mediation Las Condes, Center Santiago, Chile Enrique Foster Sur Santiago 20, Piso 5, E -Partners SpA Republic of Arbitration and Comuna de (Paperless) Chile Mediation Las Condes, Center Santiago, Chile Enrique Foster Sur Santiago 20, Piso 5, Republic of Arbitration and TOC SpA Comuna de Chile Mediation Las Condes, Center Santiago, Chile Colombia Acepta S.A.S. Calle 98 # 9A Republic of Arbitration seat — 41 Oficina Colombia in Bogota 505 Edificio AB Proyectos CAREERS SUPPORT TRUST CENTER Paperless S.A.S. Centro 93 Colombia in Bogota Oficina 602 Bogota, Colombia Calle 90 No 11 A - 471 Of Saphety Transacciones 501, Bogota Republic of Arbitration seat ElectrOnicas S.A.S. D.C., Bogota Colombia in Bogota D.C., Colombia Estocolmo E2-211 y Av. Esdinamico CIA Ltda Arbitration seat Ecuador Amazonas, Ecuador (Stupendo) in Quito Quito, Ecuador Av. Santa Fe 170, interior 3-2-06, Lomas de Arbitration seat Advantage Security, S. DE Santa Fe, Mexico Mexico in Ciudad de R.L. DE C.V.(Reachcore) Alvaro Mexico Obregon, Ciudad Mexico, C.P. 01210 Av. Pershing Center of 790, oficina Arbitration of Republic of Peru Acepta Peru S.A.C 305, the Chamber of Peru Magdalena Commerce of del Mar, Lima Lima. I N.GtJUlJII, VI rll VIII CALM,1 JG.GI CAREERS SUPPORT TRUST CENTER Paperless S.AC Av. Republica de Panama 3576, of 501, Ed. Republic of Limatambo Peru Tower San Isidro - Lima, Peru Center of Arbitration of the Chamber of Commerce of Lima. "Sovos Data" means any and all representations, facts, concepts, instructions, and other similar information and materials, including without limitation regulator sales, use, and/or value added tax information, non -wage income reporting information and compilations of such information, together with any updates theregfgenerally released by and supplied by Sovos to you for use solely within the Software. "Sovos Site" meanshttps://sovos.com/(and any successor or related locations designated by us), as may be updated by us from time to time. "SOW" is defined in Section 7.1. 2. SUBSCRIPTION TERMS 2.1 Incorporation of Orders and Data Sheets. You may procure Access to and use of Software only pursuant to validly executed Orders and then current and applicable Data Sheets. 2.2 Rights Granted. Subject to the provisions contained in this Agreement, including without limitation the restrictions set forth below and timely payment of the applicable fees, for the duration of the applicable Order Term, Sovos hereby grants you the non- exclusive, non -assignable, non -transferable, limited right to Access and use the Software solely for your internal business purposes. Software shall be provided to yoi as a Cloud Solution or as an On -Premise Solution, as set forth on the applicable Order CAREERS SUPPORT TRUST CENTER or in part, or otherwise write or develop any derivative works based upon the Software, except as otherwise permitted in the applicable Data Sheet; or (iii) use the Software to provide processing services to third parties or otherwise allow access to, provide, divulge or make available the Software to any user other than your employees and contractors who have a need to such access and who shall be bound by nondisclosure obligations that are at least as restrictive as the terms of this Agreement. 2.4 Affiliates. You may authorize Access and use of the Software by an Affiliate, provided (i) such Affiliate is listed and identified in the Order Form ("Authorized Affiliate") and (ii) the combined use of the Software hereunder by you and your Authorized Affiliates shall in no event exceed the Metrics authorized under the applicable Order. 2.5 Support Services. Sovos will provide maintenance and support for the Software in accordance with then current Sovos Maintenance and Support Policy, and the Support Services Data Sheet, which shall be deemed as known by you and part of this Agreement. 3. FEES, TAXES & PAYMENTS 3.1 General. Fees and payment terms are specified in the applicable Order. Except as otherwise expressly specified in the Order or SOW, all recurring payment obligations start from the execution of the Order or SOW and amounts paid or payable for Software are not contingent upon the performance of any Services performed pursuant to an SOW. Unless otherwise specified in the Order or SOW, payment of all fees is due 30 days after the invoice date. Interest accrues on undisputed past due balances at the lesser of 1'/2% per month or the highest rate allowed by law. You shall reimburse Sovos for any expenses incurred, including interest and reasonable attorney fees, in collecting amounts due to Sovos under this Agreement. 3.2 Taxes. You shall be responsible for payment of all taxes (excluding those on Sovos' net income) relating to the provision of the Software and/or Services, except to CAREERS SUPPORT TRUST CENTER J.J ivieu It;.. IOU UI IUCI Jldl IU ll Idl you! I ily. 1 IL lU Use li IC OUI LVVdl C dl IUJUI JCI VILCJ ID limited by the Metrics set forth in an Order. All fees are based on the Metrics purchased and the quantities of Metrics provided in the Order represent maximum amounts that you have committed to for the Term. There shall be no fee adjustments or refunds for any decreases in usage or Metrics during the Term. Unless the Order includes an overage rate, you will pay additional fees for any Metrics over the amount set forth in the Order at Sovos' then current rates. 4. OWNERSHIP; INTELLECTUAL PROPERTY 4.1 Ownership and Proprietary Rights. You own and shall own all rights to your data provided to or accessed by Sovos, including your data as processed or manipulated by Sovos in connection with the Software and/or Services. Except for the rights granted to you in this Agreement, you will have no interest in the Software. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the Sovos Data, Software and/or Services and the related logos, product names, etc. are reserved and all rights not expressly granted are reserved by Sovos. You may not obscure, alter or remove any copyright, trademark, service mark or proprietary rights notices on any Software. 4.2 Aggregated Data. Sovos shall have a perpetual, irrevocable, worldwide right to use any de -identified and aggregated data that arises from use of the Software and/or Services by you, provided such data (i) is not identifiable to any person or entity and (ii) does not contain any of your Confidential Information. 4.3 Intellectual Property Indemnity. Subject to the remainder of this Section 4.3, Sovos shall at its expense, defend you in any suit or cause of action alleging that the Software as used in accordance with this Agreement infringes any copyright or patent of any third party and indemnify you for any damages awarded in any final judgment or settlement (including attorneys' reasonable fees and court costs to the extent that Sovos fails to promptly assume such defense) of such suit or cause of action. The foregoing obligations of Sovos are subject to the following requirements: you shall promptly notify Sovos of any and all such suits and causes of action but Sovos shall CAREERS SUPPORT TRUST CENTER non -infringing, (t) obtain for you a license to continue using the Software, orc() if neither (a) nor (b) are practical in Sovos' sole judgment, terminate the affected license and return to you the unused portion of any license fees paid for the affected Software. The foregoing obligations of Sovos do not apply to the extent that the allegedly infringing Software or portions or components thereof or modifications thereto result from (i) any change in the Software made by you or any third party for you, except applying approved patches and/or updates, (ii) your use of the Software except as permitted under this Agreement or in combination with any hardware, software or other materials not expressly authorized by Sovos where absent such combination the Software would be non -infringing, (iii) Your use of other than the most current release of the Software that results in a claim or action for infringement that could have been avoided by use of the current release, provided that Sovos has supplied you with the most current release. 5. CONFIDENTIALITY This Section 5 shall supersede all previous Nondisclosure/Confidentiality Agreements that may exist between the parties with respect to the subject matter of this Agreement. "Confidential Information" means any non-public financial, business anc other information, in whatever form or medium, that is furnished, including technical data, software, source code, object code, specifications, pricing, know-how or business information specific to you or Sovos, which is marked as confidential or contains a similar legend or which, given the nature of the information and circumstances of disclosure, would reasonably be considered confidential. Confidential Information does not include information which (a) was in the public domain at the time it was disclosed or becomes in the public domain through no fault of the receiver; (b) can be shown by written documentation to have been known to the receiver, without restriction, at the time of disclosure; c() was independently developed by the receiver without any use of the disclosds Confidential Information; or (d) becomes known to the receiver without restriction, from a source other than the discloser without breach of any confidentiality agreement and otherwise not in violation of the disclosers rights. Notwithstanding anything to the contrary herein, the CAREERS SUPPORT TRUST CENTER who have a specific need to know and are bound by terms of non -disclosure no less restrictive than this Agreement. This Section 5. will not prohibit disclosure of Confidential Information pursuant to the order or requirement of a court, administrativ( agency, or other governmental body; provided, the receiver will furnish prompt notice thereof to enable the discloser to seek a protective order or otherwise prevent such disclosure and will only disclose Confidential Information to the extent required by such order. The obligations of this Section 5. will survive termination for any reason for a period of five years. The parties agree that each party shall be entitled to seek and request the applicable injunctive religfwhether preliminary or not, or any other action or remedy to protect its interests under this Section 5., as well as money damages. Nothing stated herein shall be construed to limit any other remedies available to the parties for breach of this Section 5. 6. SECURITY 6.1 Sovos' Responsibility Unless specified in an Order Form, Sovos will comply with its then -current and publishedSovos Security Schedule To the extent not specifically addressed by the Security Schedule, Sovos will maintain safeguards and take commercially reasonable technical, physical and organizational precautions to ensure that your data is protected from unauthorized access and disclosure. 6.2 Your Responsibility You will maintain commercially reasonable security procedures for the transmission of data to Sovos. You will notify Sovos promptly of any suspected security breach regarding transmissions to or from Sovos. 6.3 Cloud Solutions To the extent that you use Software in Sovos' cloud environment, you will not: (a) intentionally breach or attempt to breach the security of the Software or any network, servers, data, computers or other hardware relating to o used in connection with the Software, or any third party that is hosting or interfacing with any part of the Software; or (5 use or distribute through the Software any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Software or the operations or assets of any other CAREERS SUPPORT TRUST CENTER take all necessary steps, including providing prompt notice to Sovos, to effect the termination of an access ID for any authorized user if there is any compromise in the security of that access ID or if unauthorized use is suspected or has occurred. 7. SERVICES 7.1 Statements of Work. Sovos will perform the Services for you either (i) identified in an Order, or (ii) for certain Services, described in one or more work orders or statements of work (collectively "SOW") as the parties may agree to in writing from time to time. Each SOW once validly executed, shall become a part of this Agreement. 7.2 Delivery of Services Sovos will deliver Services consistent with prudent merchant rules and applicable industry standards. 8. COMPLIANCE WITH LAWS 8.1 General. Each party shall at all times comply with all local laws, ordinances, regulations, and orders that are applicable to this Agreement and its performance hereunder. Without limiting the generality of the foregoing, each party shall at all times, at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct its business relating to the exercise of its rights and the performance of its obligations under this Agreement. 8.2 Specific Commitments. Notwithstanding anything in the Agreement to the contrary, and in lieu of any conflicting provisions, each party shall comply with (i) all applicable anti -bribery and anti -corruption laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010; (ii) all applicable anti -money laundering laws and regulations, including but not limited to the U.S. Money Laundering Control Act of 1986 and the U<. Proceeds of Crime Act 2002; and (3) all applicable laws administered by the LB. Office of Foreign Assets Control or any other governmental entity imposing economic sanctions and trade embargoes (and you shall not directly or indirectly export, re-export, transferor otherwise deliver the Software and/or Services, or any portion of the Software and/or Services in CAREERS SUPPORT TRUST CENTER or legal advice in providing the Software and/or Services. Sovos will use reasonable efforts to ensure that the Software and/or Services are current and accurate, but due to rapidly changing tax rates and regulations which require interpretation by your qualified tax and legal professionals, you bear full responsibility to determine the applicability of the output generated by the Software and/or Services and confirm its accuracy. You are solely responsible for any liabilities, penalties, or interest arising from use of the Software and/or Services. You will not rely solely on its use of the Software and/or Services in calculating any taxes on fees owed or otherwise complying with any laws and governmental regulations. 9.2 DISCLAIMER. THE SOFTWARE AND/OR THE SERVICES ARE PROVIDED ON AN "AS -IS" BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE OF THE SOFTWARE AND/OR THE SERVICES SOVOS EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, (I) ANY WARRANTY THAT SOFTWARE AND/OR SERVICES ARE FREE OF ERRORS, OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED, (II) ANY WARRANTIES WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE SOVOS DATA AND CALCULATIONS MADE BY THE SOFTWARE AND/OR SERVICES, (III) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON - INFRINGEMENT, AND FREEDOM FROM ERRORS, VIRUSES OR ANY OTHER MALICIOUS CODE. 10. LIMITATION OF LIABILITY 10.1 Limit on Monetary Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SOVOS' TOTAL LIABILITY FOR ANY AND ALL DAMAGES IN CONNECTION WITH THIS AGREEMENT AND ANY ORDER MADE HEREUNDER, AND ALL SOVOS SOFTWARE AND/OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE RECURRING FEES PAID BY YOU TO SOVOS FOR THE SPECIFIC SERVICE OR SOFTWARE FROM CAREERS SUPPORT TRUST CENTER VVILL INV I DC Ncor'vIVJIDLC rum Jr E,IHL, IIVUII1E, I, IIN,IVCIV IML, CONSEQUENTIAL, PUNITIVE, OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, INACCURATE DATA, LOSS OF DATA OR COST OF COVER) THAT CUSTOMER MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR THE SOFTWARE AND/OR SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 11. TERM AND TERMINATION 11.1 Agreement Term. The term of this Agreement shall commence on the Effective Date and shall continue until the expiration or termination of all Orders and SOWs, unless otherwise terminated earlier as provided hereunder. 11.2 Order Term. Sovos shall provide the Services and/or Access to the Software for the period specified in an Order ("Order Term"). After the first Order Term specified in the Order (the "Initial Order Term"), Software Access and/or Services shall automatically be renewed for successive periods of the Renewal Order Term specified in the Order (the "Renewal Order Term"), unless either party gives written notice of its intention to terminate the Order at least 45 days prior to the end of the Initial Order Term or any Renewal Order Term. 11.3 Termination. Either party may terminate this Agreement immediately upon written notice at any time if the other party: (i) commits a non -remediable material breach of the Agreement, or if the other party fails to cure any remediable material breach or provide a written plan of cure within 30 days of being notified in writing of such breach, except for breach of Section 3.1 of the Agreement which shall have a ten (10) day cure period; or (ii) ceases business operations; or (iii) becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, reorganization, liquidation, renegotiation, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within 90 days after CAREERS SUPPORT TRUST CENTER 11.4 Partial Termination. Where a party has rights to terminate, such party may, at its discretion either terminate the entire Agreement or the applicable Order or SOW. Orders and SOWs that are not terminated shall continue in full force and effect under the terms of this Agreement. 11.5 Survival. Those provisions that by their nature are intended to survive termination of this Agreement shall so survive. Otherwise following termination, neither party shall be under any continuing obligation of performance pursuant to this Agreement. 12. MISCELLANEOUS 12.1 General Provisions. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes and overrides all prior agreements on the same subject matter, and shall govern all disclosures and exchanges of Confidential Information made by the parties previously hereto. You agree that you have not relied on any oral or written representations made by Sovos in entering into this Agreement including, but not limited to, any representations regarding future functionality or features. The failure of either party at any time to enforce any right or remedy available to it under this Agreement with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of you and Sovos shall be construed and enforced accordingly. Sovos may designate any of its Affiliates, an agent or subcontractor to perform such tasks and functions to complete any services covered under this Agreement. However, nothing in the preceding sentence shall relieve Sovos from responsibility for performance of its duties under the terms of this Agreement, provided that Sovos will be responsible for any act or omission of such Affiliate, agent or subcontractor, which, if taken by Sovos, would CAREERS SUPPORT TRUST CENTER ("Force Majeure Event"). Both parties will use reasonable efforts to mitigate the effect of a Force Majeure Event. Sovos may assign the Agreement to an affiliate, a successor in connection with a mergeracquisition or consolidation, or to the purchaser in connection with the sale of all or substantially all of its assets. You may not assign the Agreement, nor any of the rights or obligations under the Agreement, without the prior written consent of Sovos, such consent not to be unreasonably withheld. This Agreement does not confer any rights or remedies upon any person or entity other than Sovos and you and each parts' respective successors and permitted assigns. The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of the Agreement, is solely responsible for all of its employees and agents and its labor and social security costs and expenses arising in connection therewith. The Governing Laws, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and Sovos, and shall be litigated exclusively at the Governing Courts/ Venues, and unless otherwise stated, are withou recourse to arbitration. Applicability of the United National Convention on Contracts for the Sale of Goods is excluded. 12.2 Notices all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement ctach, a "Notice") shall be delivered as follows: (a) To you: Sovos may provide any notice to you under this Agreement: (i) posting a notice on the Sovos Site; or sending a message to the email address then associated with your account. Notices we provide by posting on the Sovos Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you have actually received the emai CAREERS SUPPORT TRUST CENTER Sovos (ii) if you have complied with the requirements of this Section. 12.3 Publicity. Neither Party shall issue or release any announcement, or publicity or marketing materials relating to this Agreement, or otherwise use the other Party's trademarks, service marks, trade names, or logos, in each case, without the prior written consent of the other party, provided, however, Sovos may without your consent, include your name in its lists of current customers or similarly identify you in promotional and marketing materials. 12.4 Order of Precedence. To the extent of any conflicting terms and conditions, the order of precedence shall be as follows: (i) this Agreement, (ii) a Data Sheet, (iii) an Order Form or Order, and (iv) an SOW, except where the Order Form, Order or SOW expressly states the intent to supersede a specific portion of the Agreement. 13. SOVOS CONTRACTING PARTY SPECIFIC TERMS You agree to the following modifications to the Agreement that apply to your Sovos Contracting Party as described below: 13.1 EMEA a) Germany If the applicable Sovos Contracting Party is Sovos Compliance GmbH, the parties agree as follows: (i) The following clause supersedes and replaces Section 9.2 (DISCLAIMER): "9.2 Material Effect. The parties are aware that no software is free of errors. A defect shall be deemed to exist only if the Software, when used in accordance with this Agreement, fails to perform as specified in the functional description and this has a material effect on its suitability for the contractually agreed use." (ii) The following clause is added after Section 9.2 (DISCLAIMER): CAREERS SUPPORT TRUST CENTER for the Software, c) in case of incorrect operation by the Customqr d) in the event of the use of hardware, software or other equipment not suitable for the use of the Software, e) if the Customer does not report a defect immediately and Sovos was unable to remedy the defect as a result of the failure to report the defect immediate)yor f) if the Customer is aware of the defect upon conclusion of the contract and has not reserved his rights. Customer will duly inspect the Software functionalities upon beinc granted access." (iii) The following sentences supersede and replace Section 10 (Limitation of Liability): "10.1 Liability. Sovos shall be liable for damages arising from injury to life, limb or health, based on an intentional or grossly negligent breach of duty by Sovos or based on a lack of guaranteed performance characteristics, as well as without limitation under the Product Liability Act. 10.2 Material Contractual Obligations. In the event of a breach of material contractual obligations, Sovos shall be liable for the typically foreseeable damage, as long as this is not a case specified in Section 10.1. Material contractual obligations are those which form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfillment of which the respective other party may rely 10.3 Foreseeable Damages. Notwithstanding anything to the contrary contained in this Agreement, the typically foreseeable damage and thus the liability according to Section 10.2 in connection with this Agreement, any Order Form made hereundpand all Sovos Software and/or the Services, regardless of the form of action, shall not exceed the greater of (i) ten thousand Euros (€10,000.00) or (ii) the fees paid by CAREERS SUPPORT TRUST CENTER 10.5 Loss of Data. Liability for loss of data shall be limited to the typical recovery costs that would have been incurred if back-up copies had been made regularly and in accordance with the risk. 10.6 Employees. The above liability rules shall apply mutatis mutandis to the conduct of and claims against employees, legal representatives and vicarious agents of Sovos. 10.7 Time Limit. All claims against Sovos arising from contract, tort or otherwise on the basis of lost profit or wasted expenditure shall become statute -barred after a period of one year. This does not apply to liability based on intent or gross negligence, liability for personal injury or liability under the Product Liability Act. Section 199 (1) of the German Civil Code shall apply. 10.8 Attributable Fault. Customer will be responsible for any act or omission of its Affiliates or Customer's Clients and any fault shall be attributed to the Customer as its own fault." b) Sweden If the applicable Sovos Contracting Party is TrustWeaver AB, the parties agree as follows: (i) The following clause supersedes and replaces section 10.1(Limit on Monetary Damages): "10.1 Limit on Monetary Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SOVOS' TOTAL LIABILITY FOR ANY AND ALL DAMAGES IN CONNECTION WITH THIS AGREEMENT, ANY ORDER FORM MADE HEREUNDER, AND ALL SOVOS SOFTWARE AND/OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF (I) TEN THOUSAND EUROS (€10,000.00) OR (II) THE FEES PAID BY CUSTOMER TO SOVOS FOR THE SPECIFIC SERVICE OR SOFTWARE FROM WHICH SUCH CLAIM ARISES WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. IN NO CAREERS SUPPORT TRUST CENTER If the applicable Sovos Contracting Party isf.I.T Bilgi I lem Sistemleri Servisleri Sanayi ve Ticaret A.S, the parties agree as follows: (i) The following clause supersedes and replaces section 14(Data Privacy Addendum): "14. Processing of Personal Data by Sovos. 14.1 If the data provided to Sovos by Customer contains personal data — as defined in the applicable legislation — (the "Personal Data), Customer hereby declares and warrants to Sovos that it holds all legally required authorizations in order to process such Personal Data and to communicate and transmit it to Sovos. In this context, Customer hereby grants Sovos, who in turn accepts, a mandate for Sovos to process the Personal Data it accesses due to or in connection with the Services, with the sole purpose of rendering the Services under the terms and conditions set forth in this Agreement. For purposes of the Law on personal data protection ("Law No. 6698"), the secondary legislation and the Data Protection Board decisions, in the execution of this Agreement, Customer shall act as the data controllerTherefore, Customer undertakes all the responsibilities set forth in the applicable legislation regarding the protection of personal data. Customer shall compensate and hold Sovos harmless for any damages, liabilities, expenses and/or costs that can affect Sovos as a consequence of any breach on the legislation on personal data by Custometn general, Customer shall be responsible to exclude and hold Sovos harmless from any action, claim, demand, accusation, or discussion in which Sovos may be involved by Customer, including by instructions and/or information given by Customer to Sovos. Sovos will take reasonable measures to protect the security of Personal Data transferred by Customer to Sovos. 14.2. If Customer provides personal data to Sovos from data subjects in TurkWen Customer hereby (a) acknowledges that in connection with any products or services provided by Sovos under this Agreement, Sovos may transfElaccess/store/process personal data outside of Turkey in countries (such as the United States) that under the CAREERS SUPPORT TRUST CENTER (ii) The following clause supersedes and replaces section 12.2 (Notices): "12.2 Notices. Each party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreemente(ach, a "Notice") in writing and addressed to the other party at the addresses set forth on the first page of this Agreement Or to such other address that the receiving party may designate from time to time in accordance with this section). Each party shall deliver all Notices by personal delivery nationally recognized overnight courier (with all fees prepaid), or email (with confirmation of transmission), or certified or registered mail. Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party and (l) if the party giving the Notice has complied with the requirements of this Section. Notices and communications described in Article 18/Ill of the Turkish Commercial Code (consisting principally of notices of default or termination) shall be sufficiently given only if delivered via a Turkish notaryby registered e-mail (Kayitli Elektronik Posta ("KEP")) or by registered mail (return receipt requested) and shall be deemed tc have been given as of the date of proper service in accordance with Turkish Ia.W (iii) The following clause is added after Section 13: "Language. This Agreement is written in Turkish and in English. In the event of any discrepancy between the two versions, the Turkish version shall prevail in determininc the intent and meaning of this Agreement." 13.2 LATAM a) Argentina If the applicable Sovos Contracting Party isTOC Argentina S.A. the parties agree as follows: CAREERS SUPPORT TRUST CENTER the arbitration request ("Rules"), except as modified herein, by one arbitrator appointed in accordance with said Rules. The seat of the arbitration shall be Buenos Aires, Argentina. The arbitration shall be held, and the award shall be rendered, in the Spanish language. The award of the arbitration will be final and binding upon the parties." b) Brazil If the applicable Sovos Contracting Party isSovos Compliance Desenvolvimento de Sistemas Ltda; FIT Sistemas Solucoes Ltda; Taxweb Software de Compliance Fiscal S.A.; or Saphety Brasil Transacoes Eletronicas Ltda, the parties agree as follows: "15. Arbitration. Any and all disputes, controversies or claims arising from or in connection with this Agreement (including the breach, termination or validity thereof), other than those arising under Section 3.1(Fees, Tax and Payment: General), shall be finally and exclusively settled by arbitration in accordance with the Rules of Arbitratior of the International Chamber of Commerce ("ICC") in effect at the time of the filing of the arbitration request ("Rules"), except as modified herein, by one arbitrator appointed in accordance with said Rules. The seat of the arbitration shall be Sao Paulo, Brazil. The arbitration shall be held, and the award shall be rendered, in the Portuguese language. The award of the arbitration will be final and binding upon the parties." c) Chile If the applicable Sovos Contracting Party isAcepta.Com SpA; E -Partners SpA (Paperless); or TOC SpA the parties agree as follows: (i) The following clause is added after Section 14: "15. Arbitration. Any dispute arising out of or in connection with this contract, other than those arising under Section 3.1(Fees, Tax and Payment: General), shall be CAREERS SUPPORT TRUST CENTER Spanish. The law governing the agreement shall be the substantive law of Chile." d) Colombia If the applicable Sovos Contracting Party isAcepta Colombia S.A.S.;Paperless S.A.S.; or Saphety Transacciones Electronicas S.A.S. the parties agree as follows: (i) The following clause is added after Section 14: "15. Arbitration. Any and all disputes, controversies or claims arising from or in connection with this Agreement (including the breach, termination or validity thereof), other than those arising under Section 3.1(Fees, Tax and Payment: General), shall be finally and exclusively settled by arbitration in accordance with the Rules of Arbitratior of the International Chamber of Commerce ("ICC") in effect at the time of the filing of the arbitration request ("Rules"), except as modified herein, by one arbitrator appointed in accordance with said Rules. The seat of the arbitration shall be Bogota, Colombia. The arbitration shall be held, and the award shall be rendered, in the Spanish language. The award of the arbitration will be final and binding upon the parties." e) Ecuador If the applicable Sovos Contracting Party isdinamico CIA Ltda. the parties agree as follows: (i) The following clause is added after Section 14: "15. Arbitration. Any and all disputes, controversies or claims arising from or in connection with this Agreement (including the breach, termination or validity thereof), other than those arising under Section 3.1(Fees, Tax and Payment: General), shall be finally and exclusively settled by arbitration in accordance with the Rules of Arbitratior of the International Chamber of Commerce ("ICC") in effect at the time of the filing of the arbitration request ("Rules"), except as modified herein, by one arbitrator appointed in accordance with said Rules. The seat of the arbitration shall be Quito, CAREERS SUPPORT TRUST CENTER the parties agree as follows: (i) The following clause is added after Section 14: "15. Arbitration. Any and all disputes, controversies or claims arising from or in connection with this Agreement (including the breach, termination or validity thereof), other than those arising under Section 3.1(Fees, Tax and Payment: General), shall be finally and exclusively settled by arbitration in accordance with the Rules of Arbitratior of the International Chamber of Commerce ("ICC") in effect at the time of the filing of the arbitration request ("Rules"), except as modified herein, by one arbitrator appointed in accordance with said Rules. The seat of the arbitration shall be Ciudad de Mexico, Mexico. The arbitration shall be held, and the award shall be rendered, in the Spanish language. The award of the arbitration will be final and binding upon the parties." g) Peru If the applicable Sovos Contracting Party isAcepta Peru S.AC.; Paperless S.AC.; or Escontech del Peru S.AC., the parties agree as follows: (i) The following clause is added after Section 14: "15. Arbitration. Any dispute or disagreement or controversy or discrepancyother than those arising under Section 3.1(Fees, Tax and Payment: General), derived from of related to the execution, interpretation, enforcement or termination of this agreement, including this arbitration clause, shall be settled in a definitive manner by binding and confidential arbitration in law by an arbitration tribunal composed of three members, conducted in Spanish language, that will take place in Lima pursuant to the Law of Arbitration enacted by Legislative Decree 1071 and governed by the Regulations of the Center of Arbitration of the Chamber of Commerce of Lima, to which norms, administration and decision the parties unconditionally submit." CAREERS SUPPORT TRUST CENTER Contract Form Entity Information Entity Name * 1099 PRO LLC Contract Name* 2024 RENEWAL OF 1099 SOFTWARE Contract Status CTB REVIEW Contract Description * 2024 RENEWAL OF 1099 SOFTWARE Contract Description 2 Contract Type* AGREEMENT Amount* $7,025.00 Renewable* NO Automatic Renewal Grant IGA Entity ID* @00039767 Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGI S@weld.gov Department Head Email CM- InformationTechnologyGI S-DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV O New Entity? Contract ID 8887 Contract Lead * JMUNDT Contract Lead Email jmundt@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Requested BOCC Agenda Due Date Date* 11/28/2024 12/02/2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? 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 Termination Notice Period Contact Information Review Date* 11/01/2025 Committed Delivery Date Renewal Date Expiration Date* 11/01/2025 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 12/06/2024 Approval Process Department Head Finance Approver Legal Counsel RYAN ROSE CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 12/06/2024 12/06/2024 12/06/2024 Final Approval BOCC Approved Tyler Ref # AG 121124 BOCC Signed Date Originator JMUNDT BOCC Agenda Date 12/11/2024 ConkvacDoi. BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: 2022-2023 1099 Pro Renewal DEPARTMENT: Information Technology / GIS DATE: 12/7/22 PERSON REQUESTING: Ryan Rose 3' Brief description of the problem/issue: This is the annual renewal for 1099 Pro software, which is required to generate 1099's in January of each year. The annual cost of $6,025 was properly budgeted for, and the terms and conditions have been reviewed by the County Attorney What options exist for the Board? (Include consequences, impacts, costs, etc. of options): 1) Approve agreement for renewal 2) Request work session to discuss Recommendation: The Department of Information Technology requests to approve this renewal. Perry L. Buck Mike Freeman, Pro -Tern Scott K. James, Chair Steve Moreno Lori Saine Aoorove Schedule Recommendation Work Session Other/Comments: cT-r) CAYIser+ ofXIcu, /02-/a��aa 202-35544 12/2V12 IT 0607 DocuSign Envelope ID: 45249F0B-E462-40B2-82A5-A3AD6ACB7EEA 1099. MASTER SOFTWARE LICENSE AGREEMENT This MASTER SOFTWARE LICENSE AGREEMENT ("MSLA" or "Agreement"), executed on and dated the 30th day of November, 2022 is by and between Weld County Government, ("Licensee" or "Company"), whose mailing address is 1401 N. 17. Avenue, Greeley, CO 80631 and 1099 Pro LLC, ("Licensor" or "Supplier"), whose mailing address is 200 Ballardvale Street, Building 1, 40 Floor, Wilmington, MA 01887. RECITALS a) This Master Software License Agreement is a legal agreement between Licensee and Licensor for the 1099 Pro Software technology that displays this MSLA, including any associated media, printed materials, and electronic documentation (the "SOFTWARE"). The SOFTWARE may also include SOFTWARE updates, add-on components, web services, and/or supplements that the Licensor may provide to Licensee or make available to Licensee after the date Licensee obtains the initial copy of the SOFTWARE. b) The SOFTWARE is protected by intellectual property laws and treaties. The SOFTWARE is licensed, not sold. c) The Master Software License Agreement ("MSLA") applies to all versions of 1099 Pro Software including but not limited to Client/Server, ASP, Network, Prior Years, and Multi - User versions of 1099 Pro SOFTWARE. In consideration of the mutual promises set forth herein, the parties agrees as follows: 1) GRANT OF LICENSE. a) This MSLA grants Licensee a limited, non-exclusive, license to use the SOFTWARE, including the following rights: i) Licensee may install this SOFTWARE'S Web Update Workstation (Server) on a SINGLE Windows computer at a: (1) SINGLE location for Production data. (2) SINGLE location for Test data (data which will not be filed with Government Agencies). (3) SINGLE location for Disaster Recovery to be utilized for filing only in the event that the Production data is corrupt or not available. ii) The Server may be accessed by as many Users at the same location as the SOFTWARE was licensed to be used. iii) Licensee may not install or permit any other party to install the SOFTWARE on any computers which have not been specifically licensed for installation and use of the SOFTWARE. iv) The right to use the SOFTWARE, subject to the other terms and conditions herein, is contingent on the full payment of all sums due to the Licensor. 2) LICENSE TERM. This LICENSE AGREEMENT shall be for a term specified in the Statement Page 1 of 10 ��f -3564 DocuSign Envelope ID: 45249F0B-E462-40B2-82A5-A3AD6ACB7EEA of Work accompanying this MSLA. In the event the Licensor decides to terminate this Agreement, it may do so after such initial term stated in the Statement of Work at any time by delivering to the other of written notice of such intention, and the passage of ninety (90) days thereafter. This Agreement shall also be terminable immediately by the Licensor for good cause prior to the end of the foregoing term, with written notice to the Licensee of the exercise of such right and a description of the facts constituting good cause. Good cause shall include, without limitation: (1) non-payment; and (2) excessive and/or offensive demands for services provided by the Licensor and its employees and representatives, such determination to be made exclusively by Licensor and solely within Licensor's absolute discretion and control. In the event a dispute arises as to whether good cause exists, the LICENSE nevertheless shall be deemed terminated upon receipt by the Licensee of notice of such termination immediately, and any dispute regarding the validity of such termination shall not affect such termination. 3) DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. a) Limitations on Reverse Engineering, Decompilation, and Disassembly. Licensee may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by Licensor. b) Trademarks. This MSLA does not grant Licensee any rights in connection with any trademarks or service marks of Licensor or its suppliers. c) No rental, leasing or commercial hosting. Licensee may not rent, lease, lend or provide commercial hosting services to third parties with the SOFTWARE. d) Support Services. Licensor may provide Licensee with certain support services related to the SOFTWARE ("Support Services"). Use of Support Services is governed and limited by the policies and programs described in the user manual, in "online" documentation, or in other materials from the support services provider. Any supplemental SOFTWARE codes provided to Licensee as part of the Support Services are considered part of the SOFTWARE and subject to the terms and conditions of this MSLA. Licensee acknowledges and agrees that Licensor may use technical information Licensee provides to Licensor as part of the Support Services for its business purposes, including for product support and development. i) Windows 3.XX, 95, 98, ME, Microsoft Server 2003 and below ARE NOT SUPPORTED. e) Termination. Without prejudice to any other rights, Licensor or its suppliers may terminate this MSLA if Licensee fails to comply with any material terms and conditions of this MSLA. Should Licensee breach the CONFIDENTIALITY CLAUSE below then Licensee must destroy all copies of the SOFTWARE and all of its component parts and disclose to Licensor all details of said breach. 4) LICENSOR'S OWNERSHIP RIGHTS; FEEDBACK. Licensor owns all copies, modifications and derivative works of the Software including any incorporated "Feedback". Licensee does not acquire any ownership rights in Licensor's Software. "Feedback" means any feedback, comments, suggestions or materials (including, to the extent disclosed to Licensor, any Licensee Modifications) that Licensee may provide to Licensor about or in connection with the Software, including any ideas, concepts, know-how or techniques contained therein. Licensee may provide Feedback in any form, written or verbal. Licensee hereby grants Licensor a worldwide, royalty -free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Software. Licensee agrees that Licensor may exploit all Feedback without any Page 2o110 DocuSign Envelope ID: 45249F0B-E462-40B2-82A5-A3AD6AC87EEA restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed Licensee 's Confidential Information, and nothing in this Agreement limits Licensor's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise. 5) INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE are owned by Licensor or its suppliers. All title and intellectual property rights in and to the content that is not contained in the SOFTWARE, but may be accessed through use of the SOFTWARE, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This MSLA grants Licensee ao rights to use such content. If this SOFTWARE contains documentation that is provided only in electronic form, Licensee may print one copy of such electronic documentation. Licensee may not copy the printed materials accompanying the SOFTWARE. All rights not specifically granted under this MSLA are reserved by Licensor and its suppliers. 6) U.S. GOVERNMENT LICENSE RIGHTS. All SOFTWARE provided to any U.S. Government entity pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All SOFTWARE provided to any U.S. Government entity pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. 7) CONFIDENTIALITY CLAUSE. a) The parties acknowledge that as a result of this MSLA, each party may have access to and receive from the other party (1) non-public personally identifiable financial and/or health information ("NPI"), as defined in federal and state law, regarding consumers, customers, former customers and/or their beneficiaries and (2) information assets, trade secrets, and product, business and employee information ("Client Information"). The parties agree to maintain the confidentiality of such NPI and Client Information and shall not use, disclose, furnish or make accessible such NPI or Client Information to anyone other than authorized employees and agents of that party as necessary to carry out the party's obligations under this Agreement; provided that in the event of disclosure of such NPI or Client Information to agents, Licensor shall obtain appropriate confidentiality agreements from such agents. Each party further agrees to establish and maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the NPI and Client Information. At the request of the party that owns the NPI or Client Information, or in the absence of such request, upon termination of this Agreement, the other party shall promptly return all NPI and Client Information which has been provided to it, or dispose of such NPI or Client Information in a manner agreed upon by the parties unless the party is required to maintain such NPI or Client Information under federal or state laws or regulations. Each party has the right to verify the other party's compliance with this Confidentiality Clause by audit, inspection, or other means. This provision shall survive any termination of this MSLA. Page 3 of 10 DocuSign Envelope ID: 45249F0B-E462-40B2-82A5-A3AD6ACB7EEA b) Licensee understands that Licensor's screens and database design are a competitive advantage for Licensor and as such are confidential and shall not be disclosed. Unauthorized disclosure is grounds for Termination of this License and recovery of damages. c) Notwithstanding the foregoing, each party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority, provided the receiving party gives the disclosing party prompt notice of any such legal or governmental demand, if legally permitted, and reasonably cooperates with the disclosing party in any effort to seek a protective order, at the disclosing party's expense. 8) SOFTWARE MEDIA. Licensee may receive the SOFTWARE from the Internet, on-line network connection, or in multiple forms of media. Regardless of the number or type(s) of media Licensee receives, Licensee may use only the media appropriate for the terms set forth in Licensee's contract or Statement of Work at a single location for use by a single Licensee. Unless otherwise expressly provided in Licensee's contract, Licensee may not use such media on another computer or loan, sublicense, rent, lease, or transfer them to another user for any purpose whatsoever. 9) APPLICABLE LAW. This MSLA is governed by the laws of the State of California. The exclusive venue and jurisdiction for any dispute shall be Los Angeles County Court in the North Valley District 10) LIMITED WARRANTY a) LIMITED WARRANTY FOR SOFTWARE ACQUIRED IN THE US AND CANADA. Licensor warrants that the SOFTWARE will perform substantially in accordance with the accompanying materials for a period of one hundred eighty (180) days from the date of receipt of the software if installing the system internally. b) If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, Licensee shall also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE ONE HUNDRED EIGHT (180) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states /jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to Licensee, in which cases the limitation shall apply to the maximum extent permitted by such applicable laws c) Any supplements or updates to the SOFTWARE, including without limitation, any (if any) web updates, service packs or hot fixes provided to Licensee after the expiration of the one hundred eighty (180) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory. d) LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Licensee's exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund provided by Licensor, Licensee is NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES arising from or related to any fact or contention that SOFTWARE does not meet Licensor's Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 13 ("Exclusion of Incidental, Consequential, and Certain Other Damages") are also incorporated into this section limiting Page 4 of 10 DocuSign Envelope ID: 45249F0B-E462-4062-82A5-A3AD6ACB7EEA remedies and damages. This Limited Warranty gives Licensee specific legal rights. Licensee may have others which vary from state/jurisdiction to state/jurisdiction. e) LICENSEE'S EXCLUSIVE REMEDY. Licensor and its suppliers' entire liability and Licensee's exclusive remedy for claims, causes of action and remedies arising from or in any way related to this LICENSE, the SOFTWARE and/or the performance, breach, termination and other acts of Licensor and its agents, representatives, officers, directors, employees, consultants and suppliers shall be, at Licensor's option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the SOFTWARE, for the current tax year, under this Agreement and termination of this Agreement, or (b) repair or replacement of the SOFTWARE, that does not meet this Limited Warranty and that is returned to Licensor with a copy of Licensee's receipt. f) If the SOFTWARE is installed internally by Licensee, Licensee will receive the remedy elected by Licensor without charge, except that Licensee is responsible for any expenses it may incur (e.g. cost of installing, or updating, the SOFTWARE). This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. h) Outside the United States or Canada, neither these remedies nor any product support services offered by Licensor are available without proof of purchase from an authorized international source. g) i) To exercise your remedy, contact: 1099 Pro, Attn. 1099 Pro Sales Information Center / 23901 Calabasas Rd, Suite 2080 / Calabasas, CA 91302, or the 1099 Pro subsidiary serving you. 11) DISCLAIMER OF WARRANTIES. THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO LICENSEE AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF GROSS NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON -INFRINGEMENT WITH REGARD TO THE SOFTWARE. THIS MSLA IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS ORAL AND WRITTEN AGREEMENTS AND DISCUSSIONS. NO EMPLOYEE OF LICENSOR HAS THE POWER OR AUTHORITY TO MODIFY THIS AGREEMENT EXCEPT BY AN AGREEMENT IN WRITING WHICH BEARS THE SIGNATURE OF AN OFFICER OF LICENSOR. Page 5 of 10 DocuSign Envelope ID: 45249F0B-E462-40B2-82A5-A3AD6ACB7EEA 12) EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS MSLA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF LICENSOR OR ANY SUPPLIER, AND EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13) LIMITATION OF LIABILITY AND REMEDIES. EXCEPT AS MAY BE PROHIBITED BY LAW, THE ABSOLUTE MAXIMUM LIABILITY OF LICENSOR AND ANY OF ITS SUPPLIERS FOR ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), PENALTIES, LATE FEES, CLAIMS, ACTIONS, SUITS (INCLUDING LEGAL FEES) FOR ANY CAUSE WHATSOEVER INCLUDING INDEMNIFICATION AND REGARDLESS OF THE FORM OF ACTION SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE, IN THE CURRENT YEAR, OR U.S. $15,000.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 10, 11, AND 12 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, LICENSOR SHALL, IN ADDITION TO THE FOREGOING MAXIMUM LIABILITY, REPAIR OR REPLACE LICENSED SOFTWARE AS NECESSARY TO REMEDY ANY BREACH OF THE LIMITED WARRANTY. THIS CLAUSE SHALL OVERRIDE ANY OTHER WORDING IN THIS AGREEMENT. 14) INSURANCE. As of the date that this Agreement is executed Licensor maintains insurance as shown in Exhibit B. NO REPRESENTATION OR WARRANTY IS MADE AS TO THE INSURANCE POLICIES OR LIMITS IN PLACE AT ANY TIME EXCEPT THAT THE BELOW LIMITS WERE IN PLACE AS OF THE DATE THAT THIS AGREEMENT IS EXECUTED. If a concern, a current copy of Licensor's current insurance limits should be requested by Licensee separately. 15) ENTIRE AGREEMENT. This MSLA (including any Amendment or Statement of Work to this MSLA which is included with the SOFTWARE) is the entire agreement between Licensee and Licensor relating to the SOFTWARE and the support Services (if any) and they supersede all Page 6 of 10 DocuSign Envelope ID: 45249F0B-E462-40B2-82A5-A3AD6ACB7EEA prior or contemporaneous oral or written communications, proposals and representations with respect to the SOFTWARE or any other subject matter covered by this MSLA. To the extent the terms of any Licensor policies or programs for support Services conflict with the terms of this MSLA, the terms of this MSLA shall control. 16) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in this agreement. If any term, provision, covenant, or condition of this MSLA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. Section, paragraph, and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define, amplify, or limit the scope, extent, or intent of this Agreement or any provision of it. Weld County Government "Licensee" 1099 Pro LLC "Licensor" By: Printed Name: Scott K. James Chair, Board of Weld ,---i]ocuSigned by; By: Printed Name: Justin Pentz Title: County Commissioners Title: General counsel CEO 2 8 2r221 Page 7 of 10 c2/ —,355Y- DocuSign Envelope ID: 45249F0B-E462-40B2-82A5-A3AD6ACB7EEA Exhibit A Definitions 1. "Confidential Information" means (i) non-public information concerning the Disclosing Party; its affiliates; and their respective businesses, products, processes, and Services, including technical, marketing, agent, customer, financial, personnel, and planning information; (ii) PII; (iii) trade secrets; and (iv) any other information that is marked confidential or which, under the circumstances surrounding disclosure, the Non -Disclosing Party should know is treated as confidential by the Disclosing Party. Except with respect to PII, which will be treated as Confidential Information under all circumstances, Confidential Information will not include (A) information lawfully obtained or developed by the Non -Disclosing Party independently of the Disclosing Party's Confidential Information and without breach of any obligation of confidentiality, or (B) information that enters the public domain without breach of any obligation of confidentiality. All Confidential Information will remain the property of the Disclosing Party. 2. "Documentation" means user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, and other information relating to Services or Software, including all subsequent revisions and additions thereto. 3. "Filers" means any unique filing entity, entered or imported into the Corporate Suite software, as determined by having a unique combination of a Taxpayer Identification Number (TIN) & Payer Code (PCode). 4. "Records" means the number of unique tax returns that are in the current year version of the Corporate Suite software and are eligible to report, or could be eligible to report if reporting thresholds are not applied, to a tax reporting agency such as the IRS or SSA. 4.1. Prior Year Records, which are records from any tax year that is not the current tax year, are not included in any volume assessment. 4.2. Deleted Records, which are records that have been manually deleted from the software, are not included in any volume assessment. 4.3. Aggregated Records, which are Records for a single Taxpayer Identification Number that have been aggregated, or built from multiple transactions, and are displayed with a single face value, are considered as a single unique Record, unless otherwise specified. 4.4. Corrected / Amended Records, which are new records that have been created by correcting an existing record that is in a filed status, are included in any volume assessment. 5. "Services" means installation services, implementation services, software maintenance services, other maintenance services, professional services, Managed Services, and any other services that Supplier provides to Company pursuant to this Agreement. 6. "Software" means software identified in an SOW or otherwise provided to Company pursuant to this Agreement, including any Updates provided to Company. 7. "SOW" or "Statement of Work" means the document duly executed by both Parties which forms Supplier's contractual obligation to provide Software, goods, and services to Company as described therein. 8. "Updates" means changes, corrections, modifications, improvements, enhancements, extensions, updates, upgrades, versions, releases, and other changes to Software or Documentation developed or acquired by Supplier. Page 8 of 10 DocuSign Envelope ID: 45249F0B-E462-40B2-82A5-A3AD6ACB7EEA 9. "Users" means any Company individual who has access to the Corporate Suite software or Corporate Suite ASP web -component. 9.1. "Admin User" means any Company user that is either a) designated as an Administrator to the 1099 Pro Corporate Suite desktop software, b) granted access to the Corporate Suite desktop software in any fashion including, but not limited to, via application virtualization software such as Citrix. 9.2. "ASP.Net User" or "Web User" means any Company user granted access to the 1099 Pro.Net (ASP), web -only, interface of the 1099 Pro Corporate Suite software. Page 9 of 10 DocuSign Envelope ID: 45249F0B-E462-40B2-82A5-A3AD6ACB7EEA Exhibit B Insurance COVERAGE I CURRENT LIMITS OF LIABILITY Workers' Compensation & Employers Liability Insurance: Workers' Compensation, including: Statutory Limits 1. Employers Liability (each accident) $2,000,000 2. Employers Liability (each employee) $2,000,000 3. Employers Liability Policy Limit $2,000,000 Commercial General Liability Insurance: Commercial General Liability Insurance, including: 1. Each Occurrence $1,000,000 2. Damage to Rented Premises (each occurrence) $100,000 3. Medical Expenses (any one person) $5,000 4. Personal & ADV Injury $1,000,000 5. General Aggregate $2,000,000 Automobile Liability Insurance: To include non -owned: 1. Combined Single Limit (each accident) a. Bodily Injury b. Property Damage $1,000,000 Umbrella Liability Insurance: Umbrella Liability Insurance, including: 1. Each Occurrence $5,000,000 2. Aggregate $5,000,000 Technology Errors and Omissions & Cyber Liability Insurance: Technology Errors and Omissions & Cyber Liability Insurance, including: 1. Each Occurrence $5,000,000 2. General Aggregate $5,000,000 Page 10 of 10 DocuSign Envelope ID: 2C660455-039F-47FE-630E-3AC7AE3343A4 STATEMENT OF WORK (SOW) SOW NUMBER 1 This Statement of Work ("SOW") is effective as of the 30th day of August, 2022 ("SOW Effective Date") between Weld County Government ("Company") and 1099 Pro LLC, f/k/a 1099 Pro, Inc. ("Supplier") and is attached to and made a part of the MASTER SOFTWARE LICENSE AGREEMENT dated August 30, 2022 ("Agreement") between Company and Supplier. For the avoidance of doubt, as of August 30, 2021, 1099 Pro, Inc. changed entity name to 1099 Pro LLC. All agreements previously executed between Company and Supplier under the name of 1099 Pro, Inc. shall remain in full force and effect, and any previous reference to 1099 Pro, Inc., shall include and refer to 1099 Pro, LLC. All capitalized terms not otherwise defined in this SOW will have the meanings assigned to them in the Agreement. 1. Description of the Software and Documentation: 1.1. Term: The initial term for Services (the "Initial Services Term") begins on the SOW Effective Date and continues until April 1, 2023, unless earlier terminated in accordance with the Agreement. The Initial Services Term will automatically renew for successive one year periods, unless written notice of termination of Services is provided no less than 60 days prior to the end of the then -current term. If Company does not provide Supplier with such notice, Company's License will be renewed for another term and Company will be invoiced for the applicable fees. Supplier will invoice Company for Services annually in advance for each 12 -month period. Should Company not renew, Company may continue to run the software for the Tax Years purchased so long as Company does not breach any of the provisions in this Agreement. 1.2. Software: SOFTWARE being ordered by, and licensed to, Company via this SOW is: 1099 Pro Corporate Suite software with an installed Administrative interface and ASP.Net Web interface for information return reporting of the below Tax Year(s) & Form Type(s). See this Section 1.2, Section 5, and Exhibit I for complete software details and limitations. (a) Tax Year(s): 2022 1.2.a.1. Current Tax Year: 2021 1.2.a.2. Future Tax Year(s): are released via software Updates. (b) Form Type(s): 1095, 1097, 1098, 1099 Series, 392x, 5498, W-2, W -2C, W -2G, 1042-S, & Puerto Rican 480.6A, 480.6B, 480.7, 480.7C, 499R-2 tax forms*. (c) The SOFTWARE being ordered by Company, via this SOW, is being licensed to Company as a single License which entitles Company to use the SOFTWARE by the client purchasing the SOFTWARE reporting services at the site(s) listed in Section 2 (Installation). The SOFTWARE being licensed may be used only to process data for Company and its wholly owned subsidiaries and affiliates (i.e. Software & Components are not for a Service Bureau). *Software features, modules, and form types are subject to the License Metric(s) & Licensed Volume in Section 5. 2. Installation: [check which is applicable] ❑ will be provided by Supplier on the following dates, at the following times and locations (if none is indicated, on a date and at a time and location to be mutually agreed upon by the Parties): ® will be the responsibility of Company. If Company is responsible for the installation of software then Company is also responsible for all hardware and Microsoft Licenses required to effectively host the software, including, but not limited to: • MS SQL Server 2012 or higher & license(s) • MS IIS Server 6+ & license(s) • MS NET Framework 4.5 or higher • MS Windows 2008 Server or later • Microsoft Excel 2008 or later • PDF Printer & Viewer 2008 or later Page 1 of 7 DocuSign Envelope ID: 2C660455-039F-47FE-630E-3AC7AE3343A4 STATEMENT OF WORK (SOW) SOW NUMBER 1 Recommended Hardware: • Servers - Minimum of an Intel Xeon i7, or equivalent, with a minimum of two processors (2 GHZ each) and minimum Memory of 6 GB or higher per server. o Recommend separate servers for the SQL Server, Application Server, and Web Server. • For large volumes of users, or records, SSD drives are recommended. Permitted Installations: • (1) Production installation, (1) Test installation, & (1) Disaster Recovery installation. o Only the Production installation may be used for tax reporting of any kind. o Company may install additional installations, for an annual fee equal to 50% of the fee listed in Section 5.1, if mutually agreed upon by Company and Supplier, in writing. 3. Training: As per Section 5.3 of the Agreement. ® will be provided by Supplier as set forth herein ❑ will not be provided by Supplier 4. Maintenance: 4.1 Maintenance Term: Maintenance begins on the SOW Effective Date and shall continue for the Term of this SOW unless earlier terminated in accordance with the Agreement. Maintenance is included in the License Fees and there shall be no separate or additional charge for Maintenance. 4.2 Description of the Telephone and Email Support: Supplier will provide Company with 40 hours telephone support, available by dialing (866) 444-3559, and unlimited email support, available by emailing support(a111099pro.com and/or Company's designated Account Manager, consisting of: (a) general support, including general technical information and assistance with problem determination, isolation, verification, and resolution during the hours of 7:00 a.m. to 5:00 p.m. PST, excluding weekends and United States federal holidays. Additionally, support is provided in January, on weekends, from 8AM — 3PM (PST) on Saturdays and 8AM— 12NOON (PST) on Sundays. (b) environment, mission critical and systems -down application and technical support will be responded to within one (1) business day of Company's notification to Supplier, and Supplier shall work to resolve any mission critical and systems down issues, during business hours, until the application is functioning. 5. Fees and Invoice Schedule: 5.1 Software License Fees, Fees, and Invoice Schedule: Sit vnoee' .. Lieense Metric(s) Recurring Fees . ° Involve Schedule 1099 Pro Corporate Suite Software & ASP.Net Interface Features: • Web API- Included • Puerto Rico Module —NOT Included • ACA 1095 Module — NOT Included/ volume: • See "Licensed Volume" column below. $6,025 year The first recurring fee will be invoiced, in US dollars, upon the SOW Effective Date. Subsequent recurring fees will be invoiced annually. Page 2 of 7 DocuSign Envelope ID: 2C660455-039F-47FE-B30E-3AC7AE3343A4 STATEMENT OF WORK (SOW) SOW NUMBER 1 The above figures are subject to an annual price increase of 5% or the prior term average increase in the CPI - U, whichever is higher. Description Licensed Volune. Overage Rate In aice Schedule,, Filer(s) 10 $25.00/Filer Post 10 of May in each tax year. Record(s)* 5,000 $1.00/Record Post 1St of May in each tax year. Web User(s) $ $25.00/Web User Post 1St of May in each tax year. Admin User(s) 1 $100.00/Admin User Post 1St of May in each tax year. 5.2 Other Services and Invoice Schedule: Company may, at its option, engage Supplier to provide additional services that are outside the scope of this SOW such as custom programming or additional modules. Such services/modules are provided pursuant to the below table which is mutually agreed upon and executed by the parties. Fees shall be invoiced upon successful completion of the services. Description of Service Fees Invoice Schedule Custom Programming / Custom SQL Scripts $450 minimum + $450/hour Fees will be invoiced upon the successful testing of the completed project/task which required the custom programming. Account Manager support in excess of 40 hours per year. This can be applied towards attending business meetings, conference calls, support for multiple environments, IT troubleshooting... $250/hour Fees will be invoiced at the end of each month, after the initial 40 hour threshold has been passed. Web Presentment (Web API) $1050/year The first recurring fee will be invoiced immediately. Subsequent recurring fees will be invoiced annually in conjunction with the SOW Effective Date annual billing. Puerto Rico Forms Module (includes 480.6A, 480.6B, 480.7, 480.7C, 499R-2) $1300/year (NOT included in Annual Fee) The first recurring fee will be invoiced immediately. Subsequent recurring fees will be invoiced annually in conjunction with the SOW Effective Date annual billing. ACA 1095 Forms Module (includes 1094-B, 1095-B, 1094-C, & 1095-C) $1300/year (NOT included in Annual Fee) The first recurring fee will be invoiced immediately. Subsequent recurring fees will be invoiced annually in conjunction with the SOW Effective Date annual billing. Page 3 of 7 DocuSign Envelope ID: 2C660455-039F-47FE-630E-3AC7AE3343A4 STATEMENT OF WORK (SOW) SOW NUMBER 1 5.3 Sales and Use Taxes: In addition to the foregoing charges, your invoices may reflect federal, state and local taxes, including sales and use taxes, if any, that Supplier is required to collect from Company based on applicable law. Company is solely responsible for such taxes. All applicable federal, state, and local sales and use taxes, if any, are added to the total invoiced balance under this SOW based on the fees set forth above, and will be calculated as required by law. Unless otherwise required by applicable law, such taxes will be calculated and reported on the products and services sold to Company based on the shipping address provided by the Company. If the shipping address provided by Company, in Section 6.1, is not the location that the products and services are purchased and used, Company is required to provide Supplier with such address(es) so that accurate sales and use tax information can be reported to the appropriate taxing authorities. Additionally, Supplier may separately invoice Company at any time, including after the initial invoice under this SOW, for any lawfully required uncollected or under -collected taxes. 6. Invoices: 6.1 All Invoices will be sent to the following address: Weld County Government 1401 N. 17th Avenue Greenley, CO 80631 6.2 All Invoices shall be paid by Company TO Supplier by the later of 31 days of becoming due or 31 days from the invoice date. Late payments are subject to 1.0 % interest per month. 3% shall be added to all payments by credit card to LICENSEE. 6.3 Company shall remit payments and correspondence to: 1099 PRO, LLC Department 1900 PO Box 4106 Woburn, MA 01888-4106 IN WITNESS WHEREOF, the Parties have executed and delivered this SOW as of the SOW Effective Date. Weld County Government Signature: Print Name: Scott K. James 1099 Pro LLC Signature: X63 F3.. Print Name: Justin Pentz Chair, Board of Weld Title: County Commissioners Title: General counsel DEC 2 8 2922 Page 4 of 7 -2 pa/ - 65 L(-(7) DocuSign Envelope ID: 2C660455-039F-47FE-630E-3AC7AE3343A4 STATEMENT OF WORK (SOW) SOW NUMBER 1 EXHIBIT I 1099 Pro Corporate Suite Software and Components Description The 1099 Pro system is used to streamline the process for year-end information reporting and ensure compliance with the continuing modification of the federal and state information reporting tax regulations. The system generates media that meets Internal Revenue Service and State specific Form 1095, 1098, 1099, 1042-S, 5498, W -2G, and CA 592-B specifications. In addition, the system also generates the media required by both the Social Security Administration, State Agencies and the BLS for Form W-2 reporting. The system enables information return filers to send a Form W2, 1042-S, 1095, 1098, 1099, and 5498 statement that consolidate reportable accounting application systems. The system supports the following Year-round Federal and State Information Reporting for: Form W-2 & W -2C Form W-8 & W-9 Form 1098 & 1099 Series Form 1042—S Form CA 592-B Form W -2G B & C Notices Form 5498 Form 1094/1095 B/C The system provides tracking and reporting capabilities to help you comply with federal and state requirements, including: • Master name and address files for TIN/Name reporting to reduce B —Notice and TIN Penalty Listings Transaction updates to payee summary information to minimize the costs of keeping current and in balance — and to avoid the December and January reporting crises • On-line transaction history for reviewing information to resolve discrepancies and track activity • TIN certification and withholding status tracking to support the "2/3" B —Notice ruling • Annual reporting activity for establishing "reasonable cause" to avoid costly penalties and interest • Custom interfaces to electronic channels for printing and filing information e.g. RR Donnelley Blue Book Format Multi -Tax Year Processing with 1099 Pro ASP and Multi -year Corporate Suite application— Immediate access to multiple years of payee and payment tax history. You have the ability to directly access current and prior year payment data, add new payees and payment information or make corrections to previously filed returns. TIN Compliance Management — Centralized processing to track and store all activity related to TIN Solicitations, Certifications, B -Notice, TIN Penalty activity, Backup Withholding Status and Abatement Justifications. This Module also imports and matches the B -Notice (CP2100) and TIN Penalty (972CG) to your internal Payee and TIN History files to accurately identify any Payees that must be sent a 1St or 2nd B -Notice or Form W9 and Form W -4P for re -certification. Functions include the generation and tracking of Form W-8 series related to Non Resident Aliens Filing: • State Reporting • IRS CFS Annual Returns including CFS exclusion rules • Direct State Annual Returns • Current Year CA 592-B Returns • Current Year Quarterly to CA, NY, & ME The system accepts information from standard payment system applications including fixed width or delimited formats and YTD, Transactional or Cumulative imports providing a flexible process for importing payee and payment information from your mainframe or PC applications for processing and reporting. Below are the formats and media that are available: • Electronic Filing (eFiling) and/or paper required for original, quarterly, and correction filings with the federal, state, and United States territorial agencies. • Efile Viewer on for 1099, W-2, & 1042-S files. Page 5 of 7 DocuSign Envelope ID: 2C660455-039F-47FE-B30E-3AC7AE3343A4 STATEMENT OF WORK (SOW) SOW NUMBER 1 • Includes editor and converter functionality. • Individual paper payee statements for originals and corrections • Forms and instructions on plain paper, eliminating the need to purchase forms • Customizable Print files for processing by an outside vendor(s) • Files of singular or multi —group statements for printing or imaging on high —volume printers and standard business printers Custom reports including query exports to Excel TM Take full advantage of the federal and state correction capabilities of the system, including: • Wizard Based processes e.g. corrections, printing • Point and click federal and state transmittals • Corrected payee statements and government media • Prior year data access, processing, and reporting • Multi -year form lookup via Internet Explorer TM, Chrome, FireFox, and Safari -Prior Year Module allows for processing the Current Tax Year and up to 9 prior years Optional — if included, then each additional charge must be included in the SOW: • API for Web Presentment • 480.6A: Income NOT subject to withholding • 480.6B: Income Subject to Withholding • 480.7: Individual Retirement Accounts • 480.7C: Retirement Plans And Annuities • 499R-2: W2 -PR Withholding Statement • 1095-B/C: Health Coverage • 1094-B/C: Health Coverage Transmittals (XML filing thru the AIR UI) • Managed Services Page 6 of 7 DocuSign Envelope ID: 2C660455-039F-47FE-630E-3AC7AE3343A4 STATEMENT OF WORK (SOW) SOW NUMBER 1 EXHIBIT II Priority Codes and Response Times Critical: A "Critical" priority is given to an issue that renders Software or Services inoperable, substantially degrades the performance thereof, adversely and substantially affects Company's business operations, or causes substantial financial liability due to operational or informational deficiency. High: A "High" priority is given to an issue that is not adversely affecting Company's business operations or causing financial liability, but is repeatedly and substantially affecting Company's usage of Software or Services or data integrity or degrading performance of Software or Services and does not have any viable workaround options. Standard: A "Standard" priority is given to an issue which does not impact Company's operation or use of Software or Services. Supplier shall respond to requests from Company for Software or Services support within the response time frames specified in the applicable SOW, if any, or in accordance with the following: (a) Supplier will respond to a Critical priority within one business day after Company has reported the problem to Supplier, and Supplier will diligently work to resolve the problem and will follow up, as necessary, until resolution of the problem. (b) Supplier will respond to a High priority within two business days after Company has reported the problem to Supplier, and Supplier will diligently work to resolve the problem or provide a workaround option. (c) Supplier will respond to a Standard priority within two business days after Company has reported the problem to Supplier and will diligently work to resolve the problem, provide a workaround option, or inform Company that no changes, alterations, or additional support will be provided relating to the priority notification. The priority level of the problems reported by Company will be mutually determined by Company and Supplier. Additionally, the priority level will be provided, in writing, by Company's Project Manager, or equivalent role, to Supplier. If Company does not adhere to these steps, for determining and providing notification of the proper priority level, then no priority will be deemed to have been assigned. Feature/information requests cannot be given Priority Codes and Supplier makes no assurances or guarantees that any new features or software modifications will be incorporated into the software as a result of a priority notification. Page 7 of 7 ew Contract Request Entity Information Entity Name* 1099 PRO LLC Contract Name. 2022-2023 1099PRO MSA AND SOW Contract Status CTB REVIEW Entity ID's O00039767 Contract Description RENEWAL FOR 1099 PRO FOR THE CURRENT TAX YEAR Contract Description 2 Contract Type AGREEMENT Amount. $5,02 5.00 Renewable NO Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGlSa weldgov.com Department Head Email CM- InformationTechnologyGlS- DeptHeactAveldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEYA■WELDG OV.COM ❑ New Entity? Contract ID 6552 Contract Lead JMUNDT Contract Lead Email jmundtOco.weld.co.us Requested BOCC Agenda Date* 12.;19,2022 Parent Contract ID Requires Board Approval YES Department Project Due Date 12.15/2022 Will a work session with 1OCC be required?* NO Does Contract require Purchasing Dept. to be included? 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 Review Date. 08,01,2023 Renewal Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Committed Delivery Date Expiration Date* 10/01/2023 Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Approver Purchasing Approved Date CONSENT 12/19'2022 Approval Process Department Head RYAN ROSE DH Approved Date 12,`19;2022 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 12/28.2022 Originator JMUN©T Finance Approver CONSENT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 12,=19,2022 121"19/2022 Tyler Ref It AG 122822 MEMORANDUM TO: Esther Gesick, Clerk to the Board Dec 20, 2021 FROM: Ryan Rose, Chief Information Officer SUBJECT: 1099 -Pro, Inc. Agreement 1099 -Pro, Inc. provides software to Weld County for the creation of our 1099 forms. The software is used by the Accounting department and Treasurer's Office. The attached agreement between the Board Of County Commissioners and 1099 - Pro, Inc. is to extend our annual support. The cost for this request is $6,025 annually and was reviewed by Legal. We ask that the BOCC approve the agreement as submitted. 1 Con%&-Pilend IZ/n121 Cx-6,64-e(1--r) 2021-3554 ITOOU-1 BOARD OF COUNTY COMMISSIONERS PASS AROUND REVIEW PASS AROUND TITLE: 1099 -Pro Contract Renewal DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose, CIO DATE: 12/8/2021 Brief description of the problem/issue: 1099 -Pro supplies Weld County with the software to create our 1099's. This software is used by the Accounting and Treasurer's Office. This agreement is to extend the support for the software. What options exist for the Board? (include consequences, impacts, costs, etc. of options): The Board has the option to proceed forward with extending this agreement or terminating it. Recommendation: This vendor specializes in this software. The annual cost for this request is $6,025. The cost was budgeted in the 2022 budget cycle and the contract has been reviewed by Legal. Approve Recommendation Perry L. Buck Mike Freeman Scott K. James, Pro -Tern Steve Moreno, Chair Lori Saine Schedule Work Session Other/Comments: DocuSign Envelope ID: B9B87660-35B6-47A2-B4FE-5980235369E5 1099., MASTER SOFTWARE LICENSE AGREEMENT rco 0 This MASTER SOFTWARE LICENSE AGREEMENT ("MSLA" or "Agreement"), executed on and dated the 6"' day of December, 2021 is by and between Weld Country Government, ("Licensee" or "Company"), whose mailing address is 1401 N. 17th Avenue Greeley. CO 80631 and 1099 Pro LLC, ("Licensor" or "Supplier"), whose mailing address is 23901 Calabasas Road, Suite 2080 Calabasas, CA 91302. RECITALS a) This Master Software License Agreement is a legal agreement between Licensee and Licensor for the 1099 Pro Software technology that displays this MSLA, including any associated media, printed materials, and electronic documentation (the "SOFTWARE"). The SOFTWARE may also include SOFTWARE updates, add-on components, web services, and/or supplements that the Licensor may provide to Licensee or make available to Licensee after the date Licensee obtains the initial copy of the SOFTWARE. b) The SOFTWARE is protected by intellectual property laws and treaties. The SOFTWARE is licensed, not sold. c) The Master Software License Agreement ("MSLA") applies to all versions of 1099 Pro Software including but not limited to Client/Server, ASP, Network, Prior Years, and Multi - User versions of 1099 Pro SOFTWARE. In consideration of the mutual promises set forth herein, the parties agrees as follows: 1) GRANT OF LICENSE. a) This MSLA grants Licensee a limited, non-exclusive, license to use the SOFTWARE, including the following rights: i) Licensee may install this SOFTWARE'S Web Update Workstation (Server) on a SINGLE Windows computer at a: (1) SINGLE location for Production data. (2) SINGLE location for Test data (data which will not be filed with Government Agencies). (3) SINGLE location for Disaster Recovery to be utilized for filing only in the event that the Production data is corrupt or not available. ii) The Server may be accessed by as many Users at the same location as the SOFTWARE was licensed to be used. iii) Licensee may not install or permit any other party to install the SOFTWARE on any computers which have not been specifically licensed for installation and use of the SOFTWARE. iv) The right to use the SOFTWARE, subject to the other terms and conditions herein, is contingent on the full payment of all sums due to the Licensor. 2) LICENSE TERM. This LICENSE AGREEMENT shall be for a term specified in the Statement Page 1of10 DocuSign Envelope ID: B9B87660-35B6-47A2-B4FE-5980235369E5 of Work accompanying this MSLA. In the event the Licensor decides to terminate this Agreement, it may do so after such initial term stated in the Statement of Work at any time by delivering to the other of written notice of such intention, and the passage of ninety (90) days thereafter. This Agreement shall also be terminable immediately by the Licensor for good cause prior to the end of the foregoing term, with written notice to the Licensee of the exercise of such right and a description of the facts constituting good cause. Good cause shall include, without limitation: (1) non-payment; and (2) excessive and/or offensive demands for services provided by the Licensor and its employees and representatives, such determination to be made exclusively by Licensor and solely within Licensor's absolute discretion and control. In the event a dispute arises as to whether good cause exists, the LICENSE nevertheless shall be deemed terminated upon receipt by the Licensee of notice of such termination immediately, and any dispute regarding the validity of such termination shall not affect such termination. 3) DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. a) Limitations on Reverse Engineering, Decompilation, and Disassembly. Licensee may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by Licensor. b) Trademarks. This MSLA does not grant Licensee any rights in connection with any trademarks or service marks of Licensor or its suppliers. c) No rental, leasing or commercial hosting. Licensee may not rent, lease, lend or provide commercial hosting services to third parties with the SOFTWARE. d) Support Services. Licensor may provide Licensee with certain support services related to the SOFTWARE ("Support Services"). Use of Support Services is governed and limited by the policies and programs described in the user manual, in "online" documentation, or in other materials from the support services provider. Any supplemental SOFTWARE codes provided to Licensee as part of the Support Services are considered part of the SOFTWARE and subject to the terms and conditions of this MSLA. Licensee acknowledges and agrees that Licensor may use technical information Licensee provides to Licensor as part of the Support Services for its business purposes, including for product support and development. i) Windows 3.XX, 95, 98, ME, Microsoft Server 2003 and below ARE NOT SUPPORTED. e) Termination. Without prejudice to any other rights, Licensor or its suppliers may terminate this MSLA if Licensee fails to comply with any material terms and conditions of this MSLA. Should Licensee breach the CONFIDENTIALITY CLAUSE below then Licensee must destroy all copies of the SOFTWARE and all of its component parts and disclose to Licensor all details of said breach. 4) LICENSOR'S OWNERSHIP RIGHTS; FEEDBACK. Licensor owns all copies, modifications and derivative works of the Software including any incorporated "Feedback". Licensee does not acquire any ownership rights in Licensor's Software. "Feedback" means any feedback, comments, suggestions or materials (including, to the extent disclosed to Licensor, any Licensee Modifications) that Licensee may provide to Licensor about or in connection with the Software, including any ideas, concepts, know-how or techniques contained therein. Licensee may provide Feedback in any form, written or verbal. Licensee hereby grants Licensor a worldwide, royalty -free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Software. Licensee agrees that Licensor may exploit all Feedback without any Page 2 of 10 DocuSign Envelope ID: B9B87660-3566-47A2-B4FE-5980235369E5 restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed Licensee's Confidential Information, and nothing in this Agreement limits Licensor's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise. 5) INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE are owned by Licensor or its suppliers. All title and intellectual property rights in and to the content that is not contained in the SOFTWARE, but may be accessed through use of the SOFTWARE, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This MSLA grants Licensee no rights to use such content. If this SOFTWARE contains documentation that is provided only in electronic form, Licensee may print one copy of such electronic documentation. Licensee may not copy the printed materials accompanying the SOFTWARE. All rights not specifically granted under this MSLA are reserved by Licensor and its suppliers. 6) U.S. GOVERNMENT LICENSE RIGHTS. All SOFTWARE provided to any U.S. Government entity pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All SOFTWARE provided to any U.S. Government entity pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. 7) CONFIDENTIALITY CLAUSE. a) The parties acknowledge that as a result of this MSLA, each party may have access to and receive from the other party (1) non-public personally identifiable financial and/or health information ("NPI"), as defined in federal and state law, regarding consumers, customers, former customers and/or their beneficiaries and (2) information assets, trade secrets, and product, business and employee information ("Client Information"). The parties agree to maintain the confidentiality of such NPI and Client Information and shall not use, disclose, furnish or make accessible such NPI or Client Information to anyone other than authorized employees and agents of that party as necessary to carry out the party's obligations under this Agreement; provided that in the event of disclosure of such NPI or Client Information to agents, Licensor shall obtain appropriate confidentiality agreements from such agents. Each party further agrees to establish and maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the NPI and Client Information. At the request of the party that owns the NPI or Client Information, or in the absence of such request, upon termination of this Agreement, the other party shall promptly return all NPI and Client Information which has been provided to it, or dispose of such NPI or Client Information in a manner agreed upon by the parties unless the party is required to maintain such NPI or Client Information under federal or state laws or regulations. Each party has the right to verify the other party's compliance with this Confidentiality Clause by audit, inspection, or other means. This provision shall survive any termination of this MSLA. Pap 3of10 DocuSign Envelope ID: B9B87660-35B6-47A2-B4FE-5980235369E5 b) Licensee understands that Licensor's screens and database design are a competitive advantage for Licensor and as such are confidential and shall not be disclosed. Unauthorized disclosure is grounds for Termination of this License and recovery of damages. 8) SOFTWARE MEDIA. Licensee may receive the SOFTWARE from the Internet, on-line network connection, or in multiple forms of media. Regardless of the number or type(s) of media Licensee receives, Licensee may use only the media appropriate for the terms set forth in Licensee's contract or Statement of Work at a single location for use by a single Licensee. Unless otherwise expressly provided in Licensee's contract, Licensee may not use such media on another computer or loan, sublicense, rent, lease, or transfer them to another user for any purpose whatsoever. 9) APPLICABLE LAW. This MSLA is governed by the laws of the State of Colorado. 10) LIMITED WARRANTY a) LIMITED WARRANTY FOR SOFTWARE ACQUIRED IN THE US AND CANADA. Licensor warrants that the SOFTWARE will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt of the software if installing the system internally. In a Licensor operated hosted environment, Licensor warrants that the SOFTWARE will be kept current, is up to date and working as described throughout the term of this MSLA Agreement. b) If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, Licensee shall also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE ONE HUNDRED AND EIGHTY (180) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states / jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to Licensee, in which cases the limitation shall apply to the maximum extent permitted by such applicable laws c) Any supplements or updates to the SOFTWARE, including without limitation, any (if any) web updates, service packs or hot fixes provided to Licensee after the expiration of the one hundred and eighty (180) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory. d) LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Licensee's exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund provided by Licensor, Licensee is NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES arising from or related to any fact or contention that SOFTWARE does not meet Licensor's Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 13 ("Exclusion of Incidental, Consequential, and Certain Other Damages") are also incorporated into this section limiting remedies and damages. This Limited Warranty gives Licensee specific legal rights. Licensee may have others which vary from state/jurisdiction to state/jurisdiction. e) LICENSEE'S EXCLUSIVE REMEDY. Licensor and its suppliers' entire liability and Licensee's exclusive remedy for claims, causes of action and remedies arising from or in any Page 4 of 10 DocuSign Envelope ID: B9B87660-35B6-47A2-B4FE-5980235369E5 way related to this LICENSE, the SOFTWARE and/or the performance, breach, termination and other acts of Licensor and its agents, representatives, officers, directors, employees, consultants and suppliers shall be, at Licensor's option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the SOFTWARE, for the current tax year, under this Agreement and termination of this Agreement, or (b) repair or replacement of the SOFTWARE, that does not meet this Limited Warranty and that is returned to Licensor with a copy of Licensee's receipt. f) If the SOFTWARE is installed internally by Licensee, Licensee will receive the remedy elected by Licensor without charge, except that Licensee is responsible for any expenses it may incur (e.g. cost of installing, or updating, the SOFTWARE). This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. h) Outside the United States or Canada, neither these remedies nor any product support services offered by Licensor are available without proof of purchase from an authorized international source. g) i) To exercise your remedy, contact: 1099 Pro, Attn. 1099 Pro Sales Information Center / 23901 Calabasas Rd, Suite 2080 / Calabasas, CA 91302, or the 1099 Pro subsidiary serving you. 11) DISCLAIMER OF WARRANTIES. THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO LICENSEE AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, AND OF LACK OF VIRUSES, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON -INFRINGEMENT WITH REGARD TO THE SOFTWARE. THIS MSLA IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS ORAL AND WRITTEN AGREEMENTS AND DISCUSSIONS. NO EMPLOYEE OF LICENSOR HAS THE POWER OR AUTHORITY TO MODIFY THIS AGREEMENT EXCEPT BY AN AGREEMENT IN WRITING WHICH BEARS THE SIGNATURE OF AN OFFICER OF LICENSOR. 12) EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR Page 5 of 10 DocuSign Envelope ID: B9B87660-35B6-47A2-B4FE-5980235369E5 CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS MSLA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF LICENSOR OR ANY SUPPLIER, AND EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13) LIMITATION OF LIABILITY AND REMEDIES. EXCEPT AS MAY BE PROHIBITED BY LAW, THE ABSOLUTE MAXIMUM LIABILITY OF LICENSOR AND ANY OF ITS SUPPLIERS FOR ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), PENALTIES, LATE FEES, CLAIMS, ACTIONS, SUITS (INCLUDING LEGAL FEES) FOR ANY CAUSE WHATSOEVER INCLUDING INDEMNIFICATION AND REGARDLESS OF THE FORM OF ACTION SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE, IN THE CURRENT YEAR, OR U.S. $15,000.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 10, 11, AND 12 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, LICENSOR SHALL, IN ADDITION TO THE FOREGOING MAXIMUM LIABILITY, REPAIR OR REPLACE LICENSED SOFTWARE AS NECESSARY TO REMEDY ANY BREACH OF THE LIMITED WARRANTY. THIS CLAUSE SHALL OVERRIDE ANY OTHER WORDING IN THIS AGREEMENT. 14) INSURANCE. During the term of this Agreement, Licensor shall maintain the insurance coverage in at least the amounts stated in Exhibit B. Promptly upon Licensee's written request for same, Licensor shall cause its insurers or insurance brokers to issue certificates of insurance evidencing that the coverages required under this Agreement are maintained and in force. This section does not replace or otherwise amend, in any respect, the limitations on Licensor's liability as set forth elsewhere in this Agreement. 15) ENTIRE AGREEMENT. This MSLA (including any Amendment or Statement of Work to this MSLA which is included with the SOFTWARE) is the entire agreement between Licensee and Licensor relating to the SOFTWARE and the support Services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the SOFTWARE or any other subject matter covered by this MSLA. To the extent the terms of any Licensor policies or programs for support Services conflict with the terms of this MSLA, the terms of this MSLA shall control. Page 6 of 10 DocuSign Envelope ID: B9B87660-35B6-47A2-B4FE-5980235369E5 16) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in this agreement. If any term, provision, covenant, or condition of this MSLA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. Section, paragraph, and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define, amplify, or limit the scope, extent, or intent of this Agreement or any provision of it. Weld County Government "Licensee" 1099 Pro LLC"Licensor" By Printed Name: Steve Moreno Chair, Board of Weld Title: County Commissioners Title: General Counsel DocuSigned by: By: B3FEA298F3FA4AA... Printed Name: Justin Pentz DEC 2 7 2021 12/20/2021 Page 7of10 DocuSign Envelope ID: B9B87660-35B6-47A2-B4FE-5980235369E5 Exhibit A Definitions 1. "Confidential Information" means (i) non-public information concerning the Disclosing Party; its affiliates; and their respective businesses, products, processes, and Services, including technical, marketing, agent, customer, financial, personnel, and planning information; (ii) PII; (iii) trade secrets; and (iv) any other information that is marked confidential or which, under the circumstances surrounding disclosure, the Non -Disclosing Party should know is treated as confidential by the Disclosing Party. Except with respect to PII, which will be treated as Confidential Information under all circumstances, Confidential Information will not include (A) information lawfully obtained or developed by the Non -Disclosing Party independently of the Disclosing Party's Confidential Information and without breach of any obligation of confidentiality, or (B) information that enters the public domain without breach of any obligation of confidentiality. All Confidential Information will remain the property of the Disclosing Party. 2. "Documentation" means user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, and other information relating to Services or Software, including all subsequent revisions and additions thereto. 3. "Filers" means any unique filing entity, entered or imported into the Corporate Suite software, as determined by having a unique combination of a Taxpayer Identification Number (TIN) & Payer Code (PCode). 4. "Records" means the number of unique tax returns that are in the current year version of the Corporate Suite software and are eligible to report, or could be eligible to report if reporting thresholds are not applied, to a tax reporting agency such as the IRS or SSA. 4.1. Prior Year Records, which are records from any tax year that is not the current tax year, are not included in any volume assessment. 4.2. Deleted Records, which are records that have been manually deleted from the software, are not included in any volume assessment. 4.3. Aggregated Records, which are Records for a single Taxpayer Identification Number that have been aggregated, or built from multiple transactions, and are displayed with a single face value, are considered as a single unique Record, unless otherwise specified. 4.4. Corrected / Amended Records, which are new records that have been created by correcting an existing record that is in a filed status, are included in any volume assessment. 5. "Services" means Hosting Services (including Company's access to and use of Software), installation services, implementation services, software maintenance services, other maintenance services, professional services, Managed Services, and any other services that Supplier provides to Company pursuant to this Agreement. 6. "Software" means software identified in an SOW or otherwise provided to Company pursuant to this Agreement, including any Updates provided to Company. 7. "SOW" or "Statement of Work" means the document duly executed by both Parties which forms Supplier's contractual obligation to provide Software, goods, and services to Company as described therein. 8. "Updates" means changes, corrections, modifications, improvements, enhancements, extensions, updates, upgrades, versions, releases, and other changes to Software or Documentation developed or acquired by Supplier. Page 8 of 10 DocuSign Envelope ID: B9B87660-35B6-47A2-B4FE-5980235369E5 9. "Users" means any Company individual who has access to the Corporate Suite software or Corporate Suite ASP web -component. 9.1. "Admin User" means any Company user that is either a) designated as an Administrator to the 1099 Pro Corporate Suite desktop software, b) granted access to the Corporate Suite desktop software in any fashion including, but not limited to, via application virtualization software such as Citrix, or c) granted RDP access to the remote environment containing the 1099 Pro Corporate Suite software (if hosted by Supplier). 9.2. "ASP.Net User" or "Web User" means any Company user granted access to the 1099 Pro.Net (ASP), web -only, interface of the 1099 Pro Corporate Suite software. Page9of10 DocuSign Envelope ID: B9B87660-35B6-47A2-B4FE-5980235369E5 Exhibit B Insurance COVERAGE I CURRENT LIMITS OF LIABILITY Workers' Compensation & Employers Liability Insurances Workers' Compensation, including: Statutory Limits 1. Employers Liability (each accident) $2,000,000 2. Employers Liability (each employee) $2,000,000 3. Employers Liability Policy Limit $2,000,000 Commercial General Liability Insurance: Commercial General Liability Insurance, including: 1. Each Occurrence $1,000,000 2. Damage to Rented Premises (each occurrence) $100,000 3. Medical Expenses (any one person) $5,000 4. Personal & ADV Injury $1,000,000 5. General Aggregate $2,000,000 Automobile Liability Insurance: To include non -owned: 1. Combined Single Limit (each accident) a. Bodily Injury b. Property Damage $1,000,000 Umbrella Liability Insurance; Umbrella Liability Insurance, including: 1. Each Occurrence $5,000,000 2. Aggregate $5,000,000 Technology Errors and Omissions & Cyber Liability Insurance: Technology Errors and Omissions & Cyber Liability Insurance, including: 1. Each Occurrence $5,000,000 2. General Aggregate $5,000,000 Page 10 of 10 Entity Information 1099PROINC Entity ID* 0039767 Contract Name* 1099 PRO ANNUAL SUPPORT Contract Status CTB REVIEW Contract Description* SUPPORT AGREEMENT FOR 2022. Contract Description 2 Contract Type* AGREEMENT Amount* $6,025.00 Renewable* YES Rec De, ent INFORMATION I _ LCHNOLOGY-GIS nt Email CM - I nformationTechnologyGl SP weldgov.com Department H CM - I nformationTech nologyGIS- DeptHeadgweIdgov.com County Attorney GENERAL COUNTY A I I ORNEY EMAIL County Attorney Email CM- COUNTYA I I ORNEYWELDG OV.COM If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Contract ID 5483 Contract Lead* MTRUSLOW Contract Lead Email mtruslowczco.weld.co.us Requested BOCC Agenda Date* 12/27/2021 Parent Contract ID Requires Board Approval YES Department Project I Due Date 12/23/2021 W sill a work session with BOCC be required? NO Does Contract require Purchasing u Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in Onaase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Review Date* 06;01/2022 Committed Delivery Date Renewal Date* 12/0112022 Expiration Date Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Approver Purchasing Approved Date CONSENT 12/2112021 Approval Process Department Head RYAN ROSE OH Approved Date 121'21/2021 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 12/27/2021 Originator MTRUSLOW Finance Approver CONSENT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 12/2112021 12/21/2021 Tyler Ref # AG 122721 Hello