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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Law Enforcement Contact Demographic Reporting
DEPARTMENT: Weld County Sheriff's Office
PERSON REQUESTING: Captain Matt Turner
DATE: 12/17124
Brief description of the problem/issue:
The Sheriff's Office is statutorily mandated to provide demographic information to the State regarding all law
enforcement contacts that our deputies have during the course of their duties. This is ultimately the result of
Senate Bill 217 (2020), and House Bill 1250 (2021) which were enacted to address law enforcement
accountability.
In 2020 the Sheriff's Office worked with Weld County IT and found no apparent in-house solution. The Sheriff's
Office found a solution in an app called "Citizen Contact", by SMARTFORCE. which was a no -cost solution that
many law enforcement agencies adopted.
In November of 2024, the Sheriff's Office learned that Citizen Contact would begin charging a fee for their service
in 2025. There was an attempt to notify our office in July of 2024, but the notification was not clear, and no follow
up communication occurred until November.
The Sheriffs Office must have a solution by 12/31/2024 so that we can continue to comply with statute in 2025.
What options exist for the Board?
The BOCC may approved this request to accept the terms and conditions of the SMARTFORCE Citizen Contact
app, and the Sheriff's Office will continue to use Citizen Contact without interruption. The project manager will
then accept the terms and conditions within the Citizen Contact app, enabling our users to continue utilizing the
a
pp
The BOCC may deny this request and require the Sheriff's Office to find another solution that will allow us to
comply with Colorado law.
Consequences:
The demographic information that we are required to report is very complex and detailed, and finding another
solution will take time. If we are required to find another solution, we will be violating Colorado law until a solution
is in place.
Impacts:
Citizen Contact will have a fiscal impact IF we continue to use it. The Sheriff's Office did not have adequate time
to research an alternative solution. This research will be performed as part of the 2026 budget cycle process.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
Even if the Sheriff's Office was properly notified in July of 2024, it would have been difficult to properly budget
for this expense. The Sheriff's Office will use equitable shares acquired through the Weld County Regional Drug
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Task Force to fund this expense in 2025 and will budget for any expense associated with reporting this
demographic information in 2026 and moving forward.
There are two cost options:
1. IF the Sheriff's Office accepts the terms and conditions of the Citizen Contact app by 12/31/2024, the
cost will be as follows:
a. $25.99 per user for 2025 (up to $3,534.64)
b. $49.99 per user for 2026 (up to $6,798.64)
c. $99.99 per user every subsequent year after 2026 (up to $13,598.64)
**These reduced rates are the result of a special grant applied by Citizen Contact**
2. IF the Sheriff's Office DOES NOT accept the terms and conditions of the Citizen Contact app by
12/31/2024, the cost will be $99.99 per user in 2025 and every subsequent year.
The Sheriff's Office has 321 peace officers that may report demographics as the result of a law enforcement
contact. The Sheriff's Office has worked with Citizen Contact and determined that only 136 peace officers will
routinely use the app. The remaining 185 peace officers may never use the app, and therefore it is not fiscally
responsible to pay the annual fee for those users. The Sheriff's Office has worked with Citizen Contact and will
develop a process for those peace officers to report law enforcement contacts IF they occur. The Sheriff's Office
will be charged per user, so any shortages on our staffing matrix will result in a lower cost per month.
If the Sheriff's Office were to pay the annual fee for all 321 users, the cost would be as follows:
a. $25.99 per user for 2025 (up to $8,342.79)
b. $49.99 per user for 2026 (up to $16.046.79)
c. $99.99 per user every subsequent year after 2026 (up to $32,096.79)
Recommendation:
The Weld County Attorney's Office has reviewed the terms and conditions.
The Sheriff's Office recommends accepting the terms and conditions of the SMARFORCE Citizen Contact app
for 2025 using equitable shares to cover the cost for 2025. The Sheriffs Office will perform a comprehensive
comparison between other solutions, and work with Weld County IT to explore a possible solution within Central
Square during the 2026 budget process.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck, Pro-Tem
Mike Freeman
Scott K. James
Kevin D. Ross , Chair
Lori Saine
Vervaik'
Karla Ford
From:
Sent:
To:
Subject:
Agree
** Sent from my iPhone **
Scott James
Tuesday, December 17, 2024 6:00 PM
Karla Ford
Re: Please Reply - PA request for 2025 Citizen Contact Agreement under Smartforce
Scott K. James
Weld County Commissioner, District 2
1150 O Street, P.O. Box 758, Greeley, Colorado 80632
970.336.7204 (Office)
970.381.7496 (Cell)
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning
the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
On Dec 17, 2024, at 4:08 PM, Karla Ford <kford@weld.gov>wrote:
Please advise if you support recommendation and to have department place on the agenda.
Karla Ford g
Office Manager, Board of Weld County Commissioners
1150 O Street, P.O. Box 758, Greeley, Colorado 80632
:: 970.336-7204 :: kford@weldgov :: www.weldgov.com
**Please note my working hours are Monday -Thursday 7:00a.m.-4:00p.m.**
<image003.jpg>
Confidentiality Notice: This electronic transmission and any attached documents or other writings ore intended only for the person or entity to
which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received
this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying,
distribution or the taking of ony action concerning the contents of this communication or any attachments by anyone other than the named
recipient is strictly prohibited.
1
SmartForce Technologies, Inc.
6400 S Fiddlers Green Cir Ste 300
Greenwood Village, CO 80111
(303) 800-6998
accounting@smartforcetech.com
www.smartforcetech.com
ADDRESS
Weld County Sheriffs Office
1950 0 Street
Greeley, CO 80631
SMARTFORCE
Quote 2025 Weld CC
DATE 12/06/2024
EXPIRATION DATE 12/31/2024
ral
Payment accepted via Stripe in the CitizenContact portal only. All invoices are issued via Stripe.
3,534.64
CitizenContact
Year 1: 136 users at $25.99 per user. (Special Grant Price).
Future pricing:
Year 2: Cost will be 49.99 per user.
(Special active SmartComms Plus customer discount)
Year 3: Cost will be 99.99 per user. (Full price)
Accepted By: _ 7C__ O
Kevin D. Ross
Chair, Board of Weld County Commis
ATTEST
By:
Cleric to the Board
Deputy Clerk to the Boar
SUBTOTAL
TAX
3,534.64
0.00
TOTAL
$3,534.64
Accepted Date
DEC 2 3 2C24
Payment accepted via Stripe in the CitizenContact portal only. All invoices are issued via Stripe.
t331G1
SMARTFORCE TECHNOLOGIES, INC. SERVICE SUBSCRIPTION AGREEMENT
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY.
LAST UPDATED: APRIL 24, 2024.
THE SMARTFORCE RSERVICE (AS DEFINED BELOW) IS PROVIDED TO SUBSCRIBER BY SMARTFORCE TECHNOLOGIES,
INC. ("SMARTFORCE") SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS SERVICE SUBSCRIPTION
AGREEMENT ("AGREEMENT"). BY USING THE SMARTFORCE SERVICE, CLICKING ON THE "I ACCEPT" BUTTON, OR BY
COMPLETING THE REGISTRATION PROCESS FOR THE SMARTFORCE SERVICE, YOU: (1) AGREE TO THE TERMS OF THIS
AGREEMENT, AND (2) REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT
ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE SUBSCRIBER, AND TO BIND THAT ENTITY TO THIS AGREEMENT.
IF YOU DO NOT FULLY AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR
OTHERWISE USE THE SMARTFORCE SERVICE. THE TERM "SUBSCRIBER" MEANS THE ORGANIZATION TO WHICH THE
SMARTFORCE SERVICE IS PROVIDED. EACH AND EVERY PERSON USING THE SMARTFORCE SERVICE ON BEHALF OF
THE SUBSCRIBER REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO DO SO ON SUBSCRIBER'S
BEHALF. IF SUBSCRIBER HAS ENTERED INTO A SIGNED HARDCOPY AGREEMENT REGARDING THE SUBJECT MATTER
HEREOF WITH SMARTFORCE, THEN THAT SIGNED HARDCOPY AGREEMENT GOVERNS SUBSCRIBER'S USE OF THE
SMARTFORCE SERVICE.
1. DEFINITIONS. As used in this Agreement:
1.1 "Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or
protocols, or other relevant procedures, as may be necessary to allow Subscriber or any Authorized Users to access
the SmartForce Service.
1.2 "SmartForce® Service" means the agency management system delivered by SmartForce to Subscriber using the
SmartForce System.
1.3 "SmartForce System" means the technology, including software, used by SmartForce to deliver the SmartForce
Service to Subscriber.
1.4 "Authorized User" means Subscriber's employees, representatives, consultants, contractors or agents who are
authorized to use the SmartForce Service on behalf of Subscriber and have been supplied user identifications and
passwords for this purpose.
1.5 "Documentation" means the technical materials provided or made available by SmartForce to Subscriber that
describe the features, functionality or operation of the SmartForce System.
1.6 "Error" means a reproducible failure of the SmartForce Service to substantially conform to the Documentation.
1.7 "Error Corrections" means bug fixes or workarounds intended to correct Errors in the SmartForce Service.
1.8 "Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with
works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights;
(c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights,
and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar
rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any
jurisdiction throughout the world.
1.9 "Order Form" means an order form, executed by both parties, that sets forth the Services ordered, the applicable
term thereof, and the schedule of payments for the provision of the SmartForce Service and/or performance of the
Services, and any unique additional terms.
1.10 "Services" means any services provided by SmartForce to Subscriber under this Agreement as set forth in an
Order Form, including, but not limited to, provision of the SmartForce Service and Professional Services (as defined
below)
1.11 "Subscriber Content" means any content provided, imported or uploaded to, or otherwise used by Subscriber
or on Subscriber's behalf with the SmartForce Service or developed by or on behalf of Subscriber and used with the
SmartForce Service.
2. PROVISION OF SERVICES
2.1 Orders. Subscriber may request that SmartForce provide the Services as specified in an Order Form. SmartForce
will provide the Services in accordance with the applicable Order Form.
2.2 License Grant. Subject to the terms and conditions of this Agreement, SmartForce grants to Subscriber a non-
exclusive, non- transferable, non-sublicensable license to, during the Term (as defined below), solely for Subscriber's
internal business purposes and in accordance with the Documentation and the limitations set forth in Section 4.2 and
the applicable Order Form, (a) access and use the SmartForce Service; (b) internally use and reproduce the
Documentation; and (c) grant Authorized Users the right to access and use the SmartForce Service.
2.3 Access. Subject to Subscriber's payment of the fees set forth in the applicable Order Form ("Fees"), and subject
to any restriction set forth therein (e.g., a limit on the number of Authorized Users) SmartForce will provide
Subscriber with access to the SmartForce Service during Term. SmartForce will provide to Subscriber the necessary
passwords, security protocols and policies and network links or connections and Access Protocols to allow
Subscriber and its Authorized Users to access the SmartForce Service in accordance with the Access Protocols.
Subscriber will use commercially reasonable efforts to prevent unauthorized access to, or use of, the SmartForce
Service, and notify SmartForce promptly of any such unauthorized use known to Subscriber.
2.4 Authorized Users. Subscriber may permit any Authorized Users to access and use the features and functions of
the SmartForce Service as contemplated by this Agreement. Each Authorized User will be assigned a unique user
identification name and password ("User ID") for access to and use of the SmartForce Service. User IDs cannot be
shared or used by more than one Authorized User at a time.
2.5 Restrictions. Subscriber will not, and will not permit any Authorized User or other party to: (a) use the
SmartForce Service to harvest, collect, gather or assemble information or data regarding other SmartForce
subscribers without their consent; (b) access or copy any data or information of other SmartForce subscribers
without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the SmartForce Service
or the data contained therein; (d) harass or interfere with another SmartForce subscriber's use and enjoyment of the
SmartForce Service; (f) reverse engineer, disassemble or decompile any component of the SmartForce System; (g)
interfere in any manner with the operation of the SmartForce Service, or the SmartForce System or the hardware and
network used to operate the SmartForce Service; (h) sublicense any of Subscriber's rights under this Agreement, or
otherwise use the SmartForce Service for the benefit of a third party or to operate a service bureau; (i) modify, copy or
make derivative works based on any part of the SmartForce Service; (j) access or use the SmartForce Service or
Services to build a similar or competitive product or service or attempt to access the SmartForce Service through any
unapproved interface; or (k) otherwise use the SmartForce Service in any manner that exceeds the scope of use
permitted under Section 2.2 or in a manner inconsistent with applicable law, the Documentation, or this Agreement.
Subscriber acknowledges and agrees that the SmartForce Service will not be used, and are not licensed for use, in
connection with any of Subscriber's time- critical or mission -critical functions.
2.6 Availability of Subscriber Content. Subscriber will make available all Subscriber Content necessary or desired
for SmartForce to provide the Services or make available the SmartForce Service. Subscriber will obtain all third -
party licenses, consents and permissions needed for SmartForce to use the Subscriber Content to provide the
Services or make available the SmartForce Service.
2.7 Support. During the Term, support provided to Subscriber shall comprise the following:
(a) Help Desk. Authorized Users may send requests via SmartForce' help desk.
(b) Error Corrections. SmartForce will use commercially reasonable efforts to correct all Errors reported by
Subscriber in writing to SmartForce. SmartForce may not issue Error Corrections for all Errors.
(c) Improvements. SmartForce may, in its sole discretion, provide Subscriber with updates, upgrades,
enhancements, and any other improvements that SmartForce then generally offers to other subscribers to the
SmartForce Service.
(d) Security. SmartForce will use commercially reasonable efforts to maintain the security of the SmartForce
Service.
2.8 Audit. During the term of this Agreement and for a period of three (3) years thereafter, in the event SmartForce
reasonably suspects that Subscriber may have violated Section 2.5 of this Agreement, SmartForce shall have the right
to review Subscriber's relevant records and inspect Subscriber's facilities to ensure compliance with Section 2.5 of
this Agreement. SmartForce will: (i) provide Subscriber with such documentation and evidence to demonstrate its
suspicion of noncompliance and (ii) give Subscriber at least ten (10) days advance notice of any such inspection and
will conduct the same during normal business hours in a manner that does not unreasonably interfere with
Subscriber's normal operations.
3. OWNERSHIP
3.1 SmartForce Technology. Subscriber acknowledges that SmartForce retains all right, title and interest in and to
the SmartForce System, SmartForce Service and Documentation and all software and all SmartForce proprietary
information and technology used by SmartForce or provided to Subscriber in connection with the SmartForce Service
(the "SmartForce Technology"), and that the SmartForce Technology is protected by Intellectual Property Rights
owned by or licensed to SmartForce. Other than as expressly set forth in this Agreement, no license or other rights in
the SmartForce Technology a -e granted to Subscriber.
3.2 Feedback. Subscriber hereby grants to SmartForce a royalty -free, worldwide, transferable, sublicensable,
irrevocable, perpetual license to use or incorporate into the SmartForce Service any suggestions, enhancement
requests, recommendations or other feedback provided by Subscriber, including Authorized Users, relating to the
SmartForce Service. SmartForce will not identify Subscriber as the source of any such feedback.
3.3 Subscriber Content. As between Subscriber and SmartForce, Subscriber will at all times remain the exclusive
owner of such Subscriber Content. Subscriber hereby grants to SmartForce a non- exclusive, worldwide, royalty -free
and fully paid license (a) to use the Subscriber Content as necessary to provide the SmartForce Service to Subscriber
and (b) to use aggregated and anonymized Subscriber Content (i) to improve the SmartForce Service and
SmartForce's related product and service offerings; (ii) to create new products and services relating to the SmartForce
Service (including analytics services such as providing benchmarking); and (iii) to generate and disclose statistics
regarding use o- the SmartForce Service, provided, however, that no Subscriber -only statistics will be disclosed to
third parties without Subscriber's consent. Except as expressly specified in this Agreement, Subscriber's provision of
or SmartForce's collection of the Subscriber Content hereunder does not transfer to SmartForce or any third party
any rights in or ownership thereof.
3.4 Third Party Software. The SmartForce Service may utilize, contain or otherwise use certain third -party software
(collectively, the "Third Party Software"). Third Party Software may be subject to additional licensing terms, which
SmartForce may deliver or make available from time to time to Subscriber, which are incorporated herein by
reference, and which supersece any contradictory terms in this Agreement.
4. PROFESSIONAL SERVICES. Where the parties have agreed to SmartForce's provision of integration, design,
development, oaerational and other professional services ("Professional Services"), they will enter into a mutually
executed statement of work ("SOW") governing the provision of the initially required Professional Services. The SOW
will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms
and conditions of the SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern.
The SOW will include: (i) a description of the Professional Services; (ii) the schedule for the performance of the
Professional Services; (iii) the ownership rights with respect to the work product resulting from the performance of
the Professional Services (and if no such provision is provided, all ownership rights are and shall be vested in
SmartForce immediately); and (iv) SmartForce's then -current rates for the performance of the Professional Services.
5. FEES AND EXPENSES; PAYMENTS
5.1 Fees. In consideration for the access rights granted to Subscriber and the services performed by SmartForce
under this Agreement, Subscriber will pay to SmartForce the Fees. Except as otherwise provided in the applicable
Order Form, all fees are invoiced annually in advance. Subscriber shall pay such fees within thirty (30) days of receipt
of an invoice. SmartForce shall be entitled to withhold performance and discontinue service until all amounts due are
paid in full. SmartForce may increase its fees annually upon written notice to Subscriber at least forty-five (45) days
prior to expiration of the then -current term. Subscriber will maintain complete, accurate and up-to-date Subscriber
billing and contact information at all times. Interest will accrue on late payments at one and one-half percent (1.5%)
per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
5.2 Taxes. All Fees invoiced under this Agreement are exclusive of all applicable sales, use, value-added and other
taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Subscriber
will be responsible for payment of all such taxes (other than taxes based on SmartForce's income), fees, duties, and
charges and any related penalt es and interest, arising from the payment of the Fees, the delivery of the Services, or
the license of the SmartForce Service to Subscriber. Subscriber will make all payments of Fees to SmartForce free and
clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to
SmartForce will be Subscriber's sole responsibility, and Subscriber will provide SmartForce with official receipts
issued by the appropriate taxing authority, or such other evidence as the SmartForce may reasonably request, to
establish that such taxes have been paid. Subscriber shall indemnify and defend SmartForce in connection with any
proceedings brought by any taxing authorities in connection with this Agreement.
6. SUBSCRIBER CONTENT AND RESPONSIBILITIES
6.1 Subscriber Warranty. Subscriber represents and warrants that any Subscriber Content hosted by SmartForce as
part of the SmartForce Service shall not (a) infringe, misappropriate or violate any Intellectual Property Rights,
publicity/privacy rights, law or regulation; (b) be deceptive, defamatory, obscene, pornographic or unlawful; (c)
contain any viruses, worms or other malicious computer programming codes intended to damage, surreptitiously
intercept or expropriate any system, data or personal or personally identifiable information; or (d) otherwise violate
the rights of a third party. SmartForce is not obligated to back up any Subscriber Content; the Subscriber is solely
responsible for creating backup copies of any Subscriber Content at Subscriber's sole cost and expense. Subscriber
agrees that any use of the SmartForce Service contrary to or in violation of the representations and warranties of
Subscriber in this section constitutes unauthorized and improper use of the SmartForce Service.
6.2 Subscriber Responsibility for Data and Security. Subscriber and its Authorized Users shall have access to the
Subscriber Content and shall be responsible for all changes to and/or deletions of Subscriber Content and the
security of all User IDs and other Access Protocols required in order the access the SrnartForce Service. Subscriber
shall have the ability to export Subscriber Content out of the SmartForce Service and is encouraged to make its own
back-ups of the Subscriber Content. Subscriber shall have the sole responsibility for the accuracy, quality, integrity,
legality, reliability, and appropriateness of all Subscriber Content.
7. WARRANTY AND DISCLAIMER
7.1 Limited Warranty. SmartForce warrants to Subscriber that, when used as permitted by SmartForce and in
accordance with the Documentation, the SmartForce Service will operate free from Errors during the Term. Provided
that Subscriber notifies SmartForce in writing of any breach of the foregoing warranty during the Term, SmartForce
shall, as its sole obligation and Subscriber's sole and exclusive remedy, provide the support set forth Section 2.7 of
this Agreement.
7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE SMARTFORCE SERVICE, SMARTFORCE SYSTEM AND DOCUMENTATION ARE PROVIDED AS IS,"
"AS AVAILABLE," AND WITH ALL FAULTS, AND SMARTFORCE AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS HEREBY
DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, RELATING TO THE SMARTFORCE SERVICE,
SMARTFORCE SYSTEM AND DOCUMENTATION WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A
PARTICULAR PURPOSE. SMARTFORCE DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT
OPERATION OF THE SMARTFORCE SERVICE AND THE SMARTFORCE SYSTEM SHALL BE UNINTERRUPTED, SECURE, OR
ERROR -FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR
CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS
MAY NOT APPLY TO SUBSCRIBER.
8. LIMITATION OF LIABILITY
8.1 Types of Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER SMARTFORCE
NOR ITS AFFILIATES, SUPPLIERS OR LICENSORS WILL BE LIABLE TO SUBSCRIBER FOR ANY SPECIAL, INDIRECT,
EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED
TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS
INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SMARTFORCE SERVICE, THE SMARTFORCE SYSTEM
OR THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT,
CONTRACT, OR OTHERWISE, EVEN IF SMARTFORCE HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.
8.2 Amount of Damages. THE MAXIMUM LIABILITY OF SMARTFORCE ARISING OUT OF OR IN ANY WAY CONNECTED
TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY SUBSCRIBER TO SMARTFORCE DURING THE EIGHTEEN
(18) MONTHS IMMEDIATELY PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO
EVENT SHALL SMARTFORCE'S SUPPLIERS OR LICENSORS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY
CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE SMARTFORCE'S
LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF SMARTFORCE OR ITS EMPLOYEES OR AGENTS
OR FOR DEATH OR PERSONAL INJURY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO
SUBSCRIBER.
8.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 shall survive and
continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties
acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of
liability and that all such limitations form an essential basis of the bargain between the parties.
9. CONFIDENTIALITY
9.1 Confidential Information. During the term of this Agreement, each party (the "Disclosing Party") may provide
the other party (the "Receiving Party") with certain information regarding the Disclosing Party's business,
technology, products, or services or other confidential or proprietary information (collectively, "Confidential
Information") The Disclosing Party will mark all Confidential Information in tangible form as "confidential" or
"proprietary" or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the
time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such
oral disclosure. Regardless of whether so marked or identified, the SmartForce Service, Documentation, and all
e nhancements and improvements thereto will be considered Confidential Information of SmartForce.
9.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third
party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The
Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Subscriber) or to
those employees or agents who have a need to know, who have confidentiality obligations no less restrictive than
those set forth nerein, and who have been informed of the confidential nature of such information (with respect to
SmartForce). In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from
u nauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a
similar nature, Dut in no event with less than reasonable care. At the Disclosing Party's request or upon termination of
this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of
e lectronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to
u se under this Agreement, and the Receiving Party shall, upon the Disclosing Party's request, provide to the
Disclosing Party a written affidavit certifying compliance with this sentence.
9.3 Exceptions. The confidentiality obligations set forth in this section will not apply to any information that (a)
becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the
Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the
Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was
independently developed by employees and contractors of the Receiving Party who had no access to the Confidential
Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure
is necessary for the Receiving Party to enforce its rights under this Agreement or is required by applicable law,
including Open Records, Pubic Information Acts and Freedom of Information laws, or by the order of a court or
similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly
n otifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the
Disclosing Party seeks an appropriate protective order.
10. INDEMNIFICATION
10.1 By SmartForce. SmartForce will defend at its expense any suit brought against Subscriber, and will pay any
settlement SmartForce makes or approves, or any damages finally awarded in such suit, insofar as such suit is based
o n a claim by ary third party alleging that the SmartForce Service (i) misappropriates any trade secret recognized
u nder the Unifo m Trade Secrets Act or infringes any copyright or United States patent issued as of the Effective Date,
o r (ii) violates any applicable laws, rules or regulations. If any portion of the SmartForce Service becomes, or in
SmartForce's opinion is likely to become, the subject of a claim of infringement, SmartForce may, at SmartForce's
o ption: (a) procure for Subscr ber the right to continue using the SmartForce System; (b) replace the SmartForce
Services with non- infringing software or services which do not materially impair the functionality of the SmartForce
Services; (c) modify the SmartForce Services so that it becomes non -infringing; or (d) terminate this Agreement and
refund any Fees actually paid by Subscriber to SmartForce for the remainder of the Term then in effect, and upon
such termination, Subscriber will immediately cease all use of the SmartForce Services. Notwithstanding the
foregoing, SmartForce shall have no obligation under this section or otherwise with respect to any infringement claim
based upon (e) any use of the SmartForce Service not in accordance with this Agreement or as specified in the
Documentation; (f) any use of the SmartForce Service in combination with other products, equipment, software or
data not supplieJ by SmartForce; or (g) any modification of the SmartForce by any person other than SmartForce or
its authorized agents. This Section 10.1 states the sole and exclusive remedy of Subscriber and the entire liability of
SmartForce, or any of the officers, directors, employees, shareholders, contractors or representatives of the
foregoing, for infringement claims and actions.
10.2 Procedure. The indemnifying party's obligations as set forth above are expressly conditioned upon each of the
foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or
actual claim or suit; (b) the incemnifying party shall have sole control of the defense or settlement of any claim or
suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense
of any claim or suit.
11. TERM AND TERMINATION
11.1 Term. This Agreement commences on the date Subscriber accepts this Agreement and will continue until
terminated in accordance with the terms herein (the "Term"). In the event Subscriber does not receive annual
appropriation of funding from the relevant governmental entity(ies) as necessary to pay the applicable fees
hereunder, Subscriber may terminate this Agreement upon thirty (30) days prior written notice; provided, that,
Subscriber will provide SmartForce with any documentation reasonably requested by SmartForce to evidence the
lack of appropriate funding. Any such termination shall become effective on the next anniversary of the Effective
Date
11.2 Termination. Either party may terminate this Agreement immediately upon notice to the other party if the
other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after
receipt of written notice of such breach.
11.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and
obligations of both parties, including all licenses granted hereunder, shall immediately terminate; (b) within ten (10)
days after the effective date of termination, each party shall comply with the obligations to return all Confidential
Information of the other party, as set forth in the Section 9.2; and (c) for sixty (60) days following after the effective
date of termination, SmartForce will make available the Subscriber Content for export by Subscriber, after which time
SmartForce shall discontinue all use of Subscriber Content and destroy all copies of Subscriber Content in its
possession. The Sections titled Definitions, Restrictions, Ownership, Fees and Expenses; Payment, Warranty and
Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, and Miscellaneous will
survive expiration or termination of this Agreement for any reason.
12. MISCELLANEOUS
12.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by
and under the laws of the state in which Subscriber is principally located, without giving effect to any conflicts of laws
principles that require the application of the law of a different jurisdiction. The United Nations Convention on
Contracts for the International Sale of Goods does not apply to this Agreement.
12.2 Compliance with Laws. Subscriber shall at all times comply with all international and domestic laws,
ordinances, regulations, and statutes that are applicable to its purchase and use of the Services hereunder, incuding,
but not limited to those relating to open records requests.
12.3 Export. Subscriber agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data
acquired from SmartForce, or any products utilizing such data, in violation of the United States export laws or
regulations.
12.4 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other
provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed
modified so that it is valid and enforceable to the maximum extent permitted by law.
12.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a
waiver of any other provision or of such provision on any other occasion.
12.6 Remedies. Except as provided in Section 10, the parties' rights and remedies under this Agreement are
cumulative. Subscriber acknowledges that the Services and Documentation contain valuable trade secrets and
proprietary information of SmartForce, that any actual or threatened breach by Subscriber of its obligations with
respect to Intellectual Property Rights of SmartForce will constitute immediate, irreparable harm to SmartForce for
which monetary damages would be an inadequate remedy. In such case, SmartForce will be entitled to immediate
injunctive relief without the requirement of posting bond, including an order that any Services, Documentatioi, or
any portions thereof, that Subscriber attempts to import into any country or territory be seized, impounded and
destroyed by customs officials. If any legal action is brought to enforce this Agreement, the prevailing party will be
entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may
receive.
12.7 No Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its
rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted
assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however,
that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or
substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this
Agreement shall be binding upon the parties and their respective successors and permitted assigns.
12.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of
money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of
materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses
reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume
performance as soon as possible.
12.9 Independent Contractors. Subscriber's relationship to SmartForce is that of an independent contractor, and
neither party is an agent or partner of the other. Subscriber will not have and will not represent to any third party that
it has, any authority to act on behalf of SmartForce.
12.10 Notices. Each party must deliver all notices or other communications required or permitted under this
Agreement in writing to the other party at the address listed on the Order Form by courier, by certified or registered
mail (postage prepaid and return receipt requested), or by a nationally -recognized express mail service. Notice will be
effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be
considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by
courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected
by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice
of such change to the other party.
12.11 Agreement Updates. When changes are made, SmartForce will make a new copy of this Agreement available
o n the website, and SmartForce will also update the "Last Updated" date at the top of this Agreement. Unless
otherwise stated in such updated, any changes to this Agreement will be effective upon the commencement of any
new Order Fora or renewal or extension of any existing Order Form. SmartForce may require Subscriber to provide
consent to the updated Agreement in a specified manner before further use of the SmartForce Services is permitted.
In the event Subscriber does not agree to any such changes, Subscriber may continue to use the SmartForce Services
u ntil the expiration of any Order Form(s) in effect at the time of such update, at which time such Order Form(s) will
n ot automatically renew and Subscriber will have no further right to use the SmartForce Services.
12.12 Entire Agreement. This Agreement, together with the applicable Order Form, is the final. complete and
exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior
discussions between the parties with respect to such subject matters. Any preprinted terms included in any purchase
order that are different from or are in addition to the terms of this Agreement shall be void and of no force or effect.
No waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized
signatory of Subscriber and SmartForce. In the event of any conflict between the provisions in this Agreement and
any Order Form, the terms of the Order Form will prevail, but only with respect to the Services to be performed under
such Order Form (with the most recent prevailing over a previously executed Order Form).
Contract Form
Entity Information
Entity Name* Entity ID*
SMARTFORCE TECHNOLOGIES INC @00045716
Contract Name *
2025 CITIZEN CONTACT SOFTWARE APP BY
SMARTFORCE
Contract Status
CTB REVIEW
Q New Entity?
Contract ID
8984
Contract Lead *
MTURNER
Contract Lead Email
mturner@weld.gov;skohl
graf@weld.gov
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description *
SPECIAL PRICING AT S25.99 PER USER FOR 2025. $49.99 FOR 2026 AND $99.99 FOR 2027. THE TOTAL AMOUNT
FOR 2025 IN THE AMOUNT OF $3,534.64 IS ESTIMATED AND BASED ON S25.99 PER PERSON.
Contract Description 2
Contract Type *
AGREEMENT
Amount *
$3,534.64
Renewable *
YES
Automatic Renewal
Grant
IGA
Department
SHERIFF
Department Email
CM-Sheriff@weld.gov
Department Head Email
CM-Sheriff-
DeptHead@weld.gov
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COU NTYATTORN EY@WEL
D.GOV
Requested BOCC Agenda
Date *
12 , 23,- 2024
Due Date
12 19/2024
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
Contact Info
Contact Name
Purchasing
Purchasing Approver
CONSENT
Approval Process
Department Head
DONNIE PATCH
DH Approved Date
12/19/2024
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
12/23/2024
Review Date*
10/01,'2025
Committed Delivery Date
Contact Type Contact Email
Finance Approver
CONSENT
Renewal Date*
12/31/2025
Expiration Date
Contact Phone 1
Purchasing Approved Date
12/19'2024
Finance Approved Date
i2/192024
Tyler Ref #
AG 122324
Originator
SKOHLGRAF
Legal Counsel
CONSENT
Contact Phone 2
Legal Counsel Approved Date
12/19/2024
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