HomeMy WebLinkAbout20250962.tiff Resolution
Approve Master Services Agreement for Learning Management System (LMS)
Online Bilingual CPR and First-Aid Certification for Kinship Families,and Authorize
Chair to Sign—360Training.com,Inc.
Whereas,the Board of County Commissioners of Weld County,Colorado,pursuant to
Colorado statute and the Weld County Home Rule Charter,is vested with the authority of
administering the affairs of Weld County,Colorado,and
Whereas,the Board has been presented with a Master Services Agreement for the
Learning Management System(LMS)Online Bilingual CPR and First-Aid Certification for
Kinship Families between the County of Weld,State of Colorado,by and through the
Board of County Commissioners of Weld County,on behalf of the Department of Human
Services,and 360Training.com,Inc.,commencing upon full execution of signatures,and
ending March 19, 2026, with further terms and conditions being as stated in said
agreement,and
Whereas,after review,the Board deems it advisable to approve said agreement,a copy
of which is attached hereto and incorporated herein by reference.
Now,therefore,be it resolved by the Board of County Commissioners of Weld County,
Colorado,that the Master Services Agreement for the Learning Management System
(LMS)Online Bilingual CPR and First-Aid Certification for Kinship Families between the
County of Weld,State of Colorado,by and through the Board of County Commissioners
of Weld County,on behalf of the Department of Human Services,and 360Training.com,
Inc.,be,and hereby is,approved.
Be it further resolved by the Board that the Chair be,and hereby is,authorized to sign
said agreement.
The Board of County Commissioners of Weld County,Colorado,approved the above
and foregoing Resolution,on motion duly made and seconded,by the following vote on
the 9th day of April,A.D.,2025:
Perry L.Buck,Chair:Aye
Scott K.James,Pro-Tem:Aye fat
Jason S.Maxey:Aye I e
Lynette Peppler:Aye I Vic', AM
too
Kevin D.Ross:Aye
Approved as to Form: �• )i \
Bruce Barker,County Attorney
Attest:
Esther E.Gesick,Clerk to the Board
cc; S D 2025-0962
05/02425 HR0097
Con-I va Ilk c tz
BOARD OF COUNTY COMMISSIONERS
PASS-AROUND REVIEW
PASS-AROUND TITLE:360training.com,Inc.Master Services Agreement
DEPARTMENT: Human Services DATE:April 1,2025
PERSON REQUESTING: Jamie Ulrich,Director,Human Services
Brief description of the problem/issue The Department is requesting to enter into a Master Services
Agreement with 360training.com Inc.for the purpose of providing online CPR and First Aid training to
Kinship families choosing to get certified.
Term:March 20,2025 through March 19,2026.
What options exist for the Board?
• Approval of the 360training.com,Inc.Master Services Agreement
• Deny approval of 360training.com,Inc.Master Services Agreement
Consequences: No Master Services Agreement will be executed.
Impacts: The Department will not be able to use 360trianing.com,Inc.as a resource to
help Kinship families obtain their certification.
Costs(Current Fiscal Year/Ongoing or Subsequent Fiscal Years):
• Total Cost=$2,000.00 per year.
• Funded through Child Welfare Block Grant.
Recommendation:
• Approval of this Master Services Agreement and authorize the Chair to sign.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L.Buck
Scott K.James
Jason S.Maxey ` 14
Lynette Peppier 1
Kevin D.Ross
2025-0962
Pass-Around Memorandum;April 1,2025—CMS ID 9259
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MASTER SERVICES AGREEMENT — LMS ARREARS
This Master Services Agreement — LMS Arrears ( " Agreement " ) , is made and entered
into as of the Agreement Effective Date ( " Effective Date " ) specified below by and
between 360training . com , Inc . , a Texas corporation , with a principal address of 6504
Bridge Point Parkway Suite 100 Austin , TX 78730 ( " 360 " ) and the company specified
below ( " Company " ) .
Company : Weld County Effective Date : March 20 , 2025
Department of
Human Services
State of CO Address :
Formation : Greeley , CO 80632
United States
Annual Commitment : $ 2 , 000 Initial Term : 1 Year
Billing Type : Arrears Auto - Renew No Auto - Renew
Term : Term
Payment Terms : Net 30
Payment terms subject to
credit approval .
Total Initial Order $ 0 . 00 Total Setup $ 500 . 00
Amount : Fee :
Annual License $ 0 . 00
Fees :
Special Terms : :
Products and Prices : The Products covered by this Agreement and Product
prices are set forth on Attachment A to this document .
Statement of Work ( SOW ) : If designated , the details of the Statement of work are
set forth on Attachment C to this document .
Account Option : LMS Full Manager
Company ' s purchase and use of the Products will be governed by the 360 Terms and
Conditions attached hereto as Attachment B ( " Terms and Conditions " ) , which are
incorporated in this Agreement by this reference . Capitalized words or phrases have the
meanings set forth herein or in the Terms and Conditions . If the terms of this document
are inconsistent with the terms contained in the Terms and Conditions , the terms
contained in this document will control . By signing below , the parties agree to be bound
by the terms of this Agreement including the Terms and Conditions . The parties hereto
have caused this Agreement to be executed by their duly authorized representatives as
of the Effective Date . This Agreement may be executed in counterparts , each of which
will be deemed to be an original but all of which together will constitute one and the same
instrument . Any executed copy of this Agreement made by reliable means ( e . g .
photocopy , pdf or facsimile ) will be considered an original .
COUNTY ;
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ATTEST : BOARD OF COUNTY COMMISSIONERS
Clerk to the Board WELD COUNTY , COLORADO
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360training . com , Inc . ( " 360 " )
6504 Bridge Point Parkway Suite 100
Austin , TX 78730
By : -11/1� 2Ni
Je Morton , SVP - Sales
Date : 4 / 16 / 2025
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ATTACHMENT A
Setup Fees
Setup Fee ist
Service Setup price
LMS Full Manager Setup $ 500 . 00
Total Net Price $ 500 . 00
License Fees
Annual icense
tem Name Fee List Price
MS Full Manager License $ 1 , 500 . 00
Discount $ 1 , 500 . 00
Annual License Fee otal $ 0 . 00
Product Fee Schedule
Discounted
Item Name Price / Unit
OSHA - CPR and First Aid $ 25 . 00
Spanish - CPR and First Aid $ 25 . 00
ATTACHMENT B
MASTER SERVICES AGREEMENT—LMS ARREARS
Date Last Updated:June 24th,2024
TERMS AND CONDITIONS
The Terms and Conditions below govern Company's purchase and use of the
Products. Capitalized terms used in these Terms and Conditions but not defined below
are defined in the Master Services Agreement or other agreement with 360 governing
Company's purchase and use of the Products and that references and incorporates these
Terms and Conditions(together,referred to as the"Agreement").
RECITALS
Whereas 360 owns and licenses numerous online education and training courses,
products and services and markets such items through its proprietary websites and other
means;
Whereas 360 owns a learning management system that can host and deliver such online
education;and
Whereas Company desires to purchase and utilize for Company's own internal business
purposes certain of the 360 online education and training courses,products and services
and have 360 deliver such through its learning management system.
Now,therefore,in consideration of the mutual promises and conditions herein contained,
the parties hereby agree as follows:
1. DEFINITIONS
"Annual Commitment"means the amount,if any,of Product purchases Company commits
to purchase under this Agreement each annual period of this Agreement.
"License Fees"means the non-refundable fees,if any,that is set forth in the Agreement
for Company's access to LMS360 and its selected features and functionality.
"Company LMS Account"means a unique account established for Company(i)to allow
Company Users to purchase and enroll in Products on LMS360,and(ii)pursuant to which
360 will generate an invoice to Company for such purchases.
"Company LMS Account Credentials"means the login ID/access rights for Company
issued or established by 360 to enable Company to administer online access by Company
Users to the Company LMS Account.
"Company Users" means Company's employees, consultants and other Company
personnel who Company authorizes to access and use the Company LMS Account to
purchase and enroll in Products on LMS360.
"Course"means one of 360's online training courses
"Damages"means any and all claims,actions,demands,liabilities,losses,expenses or
damages,including reasonable attorneys'fees.
"Fees"means the fees and prices specified in the Agreement to be paid by Company to
360 hereunder for Products and services provided by 360 to Company.
"LMS360" means 360's learning management system that includes online training
delivery,enrollment,and testing applications and systems.
"Products" means Courses, bundles of Courses, Course bundles and libraries, and
related Course materials and services owned or licensed by 360 as specified in the
Agreement that are authorized by 360 for Company and/or Company Users to purchase,
access and utilize under this Agreement and which may be changed from time to time by
360 pursuant to Section 2.3.
"Set-Up Fee"means the non-refundable fee,if any,that is set forth in the Agreement for
the services provided by 360 to set up Company's access to LMS360 as described in
Section 2.1("Set-Up Services").
"Terms of Use"means 360's standard terms and conditions pertaining to the use of
LMS360 and Products as specified at https://www.360training.com/terms-of-use/,which
may be modified by 360 from time to time.
2. 360 OBLIGATIONS
2.1 Set-Up Services. Promptly after the Effective Date or the receipt by 360, if
applicable,of any Set-Up Fee,whichever is later,360 will provide the following Set-Up
Services:(i) establish Company's access to LMS360 reflecting the Products and prices
specified in the Agreement;and(ii)set up the Company LMS Account,and issue or
establish Company LMS Account Credentials.
2.2 Company LMS Account Access Operation and Support. Once the Company's
access to LMS360 and Company LMS Account is operational,360 will perform the
following tasks:(i)provide customer support for Company Users consistent with 360's
normal call center support hours provided to its customers; (ii)issue certificates or
accreditations upon successful completion of Courses by Company Users; (iii) as
necessary or required pursuant to Product requirements and attributes,ship any Product
materials and accreditations/certifications to Company Users;and(iv)pay all applicable
regulatory fees associated with the use or completion of Courses.
2.3 Product Changes. For regulatory,licensing,and other reasons,360 reserves the
right to discontinue providing one or more Products specified in the Agreement upon
written notice to Company. In such an event,360 shall use commercially reasonable
efforts to promptly replace any discontinued Product with a similar, comparable, or
substitute Product if and when available.
3. COMPANY OBLIGATIONS
3.1 Company LMS Account Administrator. Company designates the authorized
representative specified in the Agreement to be the Company LMS Account administrator
to manage the Company LMS Account for Company including designating Company
Users. Such representative may be changed at any time upon Company's written notice
to 360.
3.2 Responsibility for Company LMS Account. Company will be responsible for all
purchases and enrollments in Products obtained through the use of the Company LMS
Account whether or not such purchases or enrollments were authorized by
Company. Accordingly,Company will safeguard such Company LMS Account and only
inform such Company Users of the Company LMS Account and how to use it. Company
will notify 360 immediately if it believes the Company LMS Account has been
compromised or been subject to unauthorized use.
3.3 Enrollment Cancelations.To the extent Company believes that any enrollment in
a Product was made in error or was unauthorized,Client will immediately notify 360's
customer support organization. If such enrollment qualifies to be canceled,Company will
not be charged for such canceled enrollment. To qualify for an enrollment cancelation,
such enrollment must qualify for a refund pursuant to 360's refund policy which may be
found at https://www.360traininq.com/refund-policy and which may be changed from
time to time in 360's sole discretion. Notwithstanding the foregoing,Company must
contact 360's customer support organization within 72 hours of such enrollment or within
48 hours of having access to an enrollment report from the LMS360 or a 360 invoice
reflecting such enrollment,whichever is later. 360 will determine whether or not such an
enrollment is eligible for cancelation pursuant to the criteria specified herein and such
determination will be final.
3.4 Annual Commitment. During each annual period of this Agreement,Company
will purchase Products through the Company LMS Account in an amount totaling at least
the Annual Commitment.The first annual period of this Agreement will commence with
the Effective Date and each subsequent annual period will commence on the applicable
anniversary date of the Effective Date. If by the end of each annual period Company has
not purchased Products totaling at least the Annual Commitment,then 360 will invoice
Company for the difference between the Annual Commitment and the actual amount of
purchases of Products made by Company during the annual period just ended.
Purchases by Company Users through the Company LMS Account will apply toward the
Annual Commitment.
4. LICENSE
4.1 License Grant.Subject to the terms and conditions of this Agreement,360 grants
to Company during the term of this Agreement a non-exclusive,non-transferable and non-
sublicensable license for Company Users to access the LMS360 and the Products via the
Company LMS Account solely for Company's internal business purposes.As between the
parties and except for the limited express license granted to Company under this
Agreement,360 will retain ownership of all right,title and interest,including all related
intellectual property rights,in and to the Products,LMS360,Company LMS Account,360
trademarks,any data and content contained therein,and any underlying source code.
4.2 Restrictions.Company will not directly or indirectly through a third party,nor
authorize any third party to,do any of the following:(i)copy the LMS360,Company LMS
Account or the Products, or any part thereof; (ii) reverse engineer, decompile,
disassemble or otherwise attempt to derive the source code from the LMS360;(iii)write
or develop any derivative or other software programs based,in whole or in part,upon the
LMS360;(iv)provide access to the Company LMS Account or Products,in whole or in
part,to any third party who is not a Company User;(v)represent that the Products,
Company LMS Account or the LMS360 are owned or controlled by Company;(vi)use the
LMS360,Company LMS Account or Products in violation of any applicable law,including
export laws;(vii)sell,resell,rent,lease or lend access to the Company LMS Account or
the Products,including using on a service bureau or time sharing basis;(viii)interfere
with or disrupt the integrity or performance of the LMS360 or any data contained therein;
(ix)attempt to gain unauthorized access to the LMS360 or its related data,systems or
networks;(x)publish or disclose to third parties any evaluation of the LMS360 without
360's prior written consent;and/or(xi)perform vulnerability,load or any other test of the
LMS360 without 360's prior written consent. Company is responsible for compliance by
each Company User with the terms of this Agreement and the Terms of Use.
4.3 Terms of Use. Company and Company Users will be bound by and subject to the
Terms of Use. To the extent that any provisions in the Terms of Use conflicts with the
provisions of this Agreement,the provisions of this Agreement will prevail.
4.4 No Sharing of Courses,Bundles,or Libraries.A Course may not be assigned to
another Company User once a Company User has enrolled in a Course. Libraries and
Bundles of Courses are available for a single Company User only and may not be
separated or used by multiple Company Users.
4.5 No Other Rights.Except as expressly set forth in this Agreement,no additional
rights are granted to Company.360 hereby reserves all rights not expressly granted to
Company under this Agreement.
5. FEES AND PAYMENT
5.1 Set-Up Fee. Company will promptly pay to 360 any applicable Set-Up Fee
pursuant to the payment terms herein.
5.2 License Fees. 360 will invoice Company during the term of this Agreement for the
License Fees,if any,and Company will pay such invoice pursuant to the payment terms
herein.The first annual period hereunder will commence on the Effective Date.
5.3 Product Prices. Prices of Products are set forth in the Agreement. Such prices
will be fixed for the Initial Term(as defined below)of this Agreement.Product prices to
Company will increase by the greater of(i)5%or(ii)the annualized change in the
Consumer Price Index in the calendar quarter preceding any such price change.
5.4 Purchase of Products. Products may be purchased by Company and Company
Users under this Agreement through the Company LMS Account. At the end of each
calendar month,360 will calculate the number of Products purchased via the Company
LMS Account for the calendar month just ended and issue an invoice to Company for
such Products purchased based on the Product prices set forth in the Agreement. In
addition,360 will include a listing of the Company Users enrolled in each Product during
such month.A Product will be deemed purchased at the time a Company User has
enrolled in a Course.
5.5 Annual Commitment. Pursuant to Section 3.4,360 will invoice Company as
warranted for any shortages in achieving the Annual Commitment.
5.6 Payment Terms.
5.6.1 In the event that 360 permits Company to pay after receipt of an invoice,
Company will pay all 360 invoices in accordance with the payment terms herein. In the
event that Company has a credit report that is unsatisfactory to 360 or Company's
payment history has been unsatisfactory,both in the sole discretion of 360,360 may
require full payment in advance prior to providing access to the Products or providing any
other services.
5.6.2 Company may also remit payment by credit card if so instructed by Company's
credit card authorization form in the Agreement.If Company desires to pay by credit card,
then Company will complete 360's credit card authorization form. Such credit card
authorization will be used by 360 to authorize charges for payment of Company's
invoices. In addition, if Company fails to pay any 360 invoices, Company hereby
authorizes 360 to charge Company's credit card for payment of such invoices.
5.7 Past Due Invoices. If any amount owed by Company under this Agreement or
any other agreement between the parties is 30 days or more overdue,360 may upon
written notice to Company and without limiting 360's other rights and remedies which shall
include without limitation to(i)suspend Company and Company Users'access to and use
of the LMS360,the Company LMS Account and Products;and/or(ii)cancel or deactivate
the Company LMS Account,until such amounts are paid in full.
5.8 Taxes.All Fees are exclusive of any Taxes.Company is responsible for payment
of all applicable value-added,sales,use,license and other transaction-based taxes(such
as gross receipts or excise taxes),withholding taxes,and all applicable export and import
fees,customs duties,and similar charges(other than taxes based on 360's net income)
which are levied or imposed by reason of the transactions contemplated by this
Agreement.In the event that any withholding taxes are payable under any applicable law
in respect of any payment due to 360 under this Agreement,Company shall gross up
such payment such that the balance payable to the 360 after deduction of the applicable
withholding taxes shall be equivalent to the original amount due to 360.Provided that in
the event any avoidance of double taxation treaty is applicable to such payments,360
and Company shall cooperate to obtain the full benefit of such treaty.
5.9 Non-refundability and Other Terms. Unless otherwise expressly stated herein,all
payments and Fees are non-refundable. Any terms and conditions of any purchase
orders or acknowledgements delivered by Company to 360 will not apply.Any such
purchase order or similar document from Company will be for billing reference only and,
notwithstanding any terms and conditions set forth therein,such document will not modify
or add provisions to this Agreement and will not take precedence over this Agreement in
any manner.
6. TERM AND TERMINATION
6.1 Term. The Agreement will commence on the Effective Date and continue in full
force and effect,unless earlier terminated in accordance with the express provisions of
the Agreement,for period of time specified in the Agreement("Initial Term")and thereafter
may be renewed for successive one year terms(each a"Renewal Term")if mutually
agreed by the parties in writing(email to be sufficient). The"Initial Term"and each
"Renewal Term"together are referred to herein as the term of the Agreement.
6.2 Termination. Each party will have the right to terminate this Agreement if the other
party breaches any material term of this Agreement,including nonpayment,and fails to
cure such breach within 30 days(10 days in the case of non-payment)after written notice
thereof.Each party may terminate this Agreement immediately upon delivery of written
notice if(i)the other party makes an assignment for the benefit of creditors,(ii)the other
party becomes the object of the institution of voluntary or involuntary proceedings in
bankruptcy or liquidation,or a receiver is appointed with respect to a substantial part of
its assets,(iii)is declared insolvent or bankrupt,or(iv)ceases operations.
6.3 Effect of Termination.
6.3.1 Termination of this Agreement will not extinguish any financial obligations owed
by the parties before the date of termination and will not affect either party's rights or
obligations that expressly or by their nature continue and survive.
6.3.2 Upon termination of this Agreement,each party will either return or destroy any
and all Confidential Information of the other party,and all copies thereof,at the direction
of the owning party and provide written proof of same upon the owning party's reasonable
request. Except as otherwise set forth in this Agreement,termination of this Agreement
by either party will be a non-exclusive remedy for breach and will be without prejudice to
any other right or remedy of such party at law or in equity.
6.3.3 Upon termination of this Agreement,360 will continue to provide access through
the LMS360 to Products purchased by Company and for which a Company User has
enrolled on or before the Agreement termination date through the earlier of(i)the date
Company User completes the Product;or(ii)the date the Product expires.
6.3.4 Upon termination of this Agreement,except as set forth in Section 6.3.3,
Company and Company User access to the LMS360, Company LMS Account and
Products will terminate.
6.4 Remedies.The parties agree that money damages are not a sufficient remedy for
any breach or anticipated breach of Sections 4 and/or 10 or any other provisions of this
Agreement which may cause either party irreparable injury or may be inadequately
compensable in monetary damages. Accordingly, each party is entitled to specific
performance,injunctive or other equitable relief as a remedy for any such breach or
anticipated breach without the necessity of proving irreparable harm or posting bond and
without waiving any other remedies at law or in equity which may be available in the event
of any action to enforce such provisions.
6.5 Survival.The rights and obligations of the parties contained in Sections 1,3,4.2,
4.3,4.4,4.5,5,6.3,6.4,6.5,7,8,9,10 and 11 of this Agreement,and the Terms of Use
(to the extent required to carry out the rights and obligations set forth in this Agreement),
and all other terms and conditions which by their nature are intended to survive,will
survive the termination of this Agreement.
7. DISCLAIMER.
THE PRODUCTS, THE LMS360, THE SET-UP SERVICES, THE COMPANY LMS
ACCOUNT,AND ALL OTHER MATERIALS AND SERVICES ARE PROVIDED"AS IS"
WITHOUT WARRANTY OF ANY KIND. 360 DISCLAIMS ALL WARRANTIES,
WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.360 DOES NOT WARRANT
THAT THE PRODUCTS,THE LMS360,THE SET-UP SERVICES,THE COMPANY LMS
ACCOUNT,AND/OR ALL OTHER MATERIALS AND SERVICES PROVIDED BY 360
WILL MEET COMPANY'S OR COMPANY USERS'NEEDS OR REQUIREMENTS OR
THAT THE PROVISION OF THE PRODUCTS,THE LMS360,THE SET-UP SERVICES,
THE COMPANY LMS ACCOUNT,AND ALL OTHER MATERIALS AND SERVICES WILL
BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT WARRANTIES CANNOT
BE DISCLAIMED OR EXCLUDED,THEY ARE LIMITED TO THE DURATION OF THE
MINIMUM WARRANTY PERIOD REQUIRED BY LAW.
8. LIMITATION OF LIABILITY
8.1 EXCLUSION OF DAMAGES.TO THE EXTENT ALLOWED BY APPLICABLE
LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL,
INDIRECT,INCIDENTAL,EXEMPLARY,CONSEQUENTIAL OR PUNITIVE DAMAGES
OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, EVEN IF
ADVISED OF THE POSSIBILITY THEREOF, WHETHER BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT
LIABILITY,OR OTHER LEGAL OR EQUITABLE THEORY,AND WHETHER OR NOT
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
8.2 Total Liability. Except for a party's obligations under Section 9,a party's breach
of Sections 4 and/or amounts owed by Company to 360 hereunder,to the extent allowed
by law in no event will a party's aggregate liability to the other party,or to any third party,
for damages in connection with this Agreement and the services or Products provided
pursuant to this Agreement, whether based on breach of contract, tort (including
negligence),strict liability,product liability,or other legal or equitable theory,exceed the
aggregate Fees(including Fees from Product purchases)actually paid by Company to
360 hereunder during the one year period immediately preceding the date on which the
cause of action giving rise to such liability arose.The foregoing applies notwithstanding
any failure of the essential purpose of this Agreement or any limited remedy hereunder.
Multiple claims will not expand this limitation.
9. INDEMNIFICATION
9.1 360 Indemnity. 360 will indemnify, defend and hold harmless Company, its
employees,directors,officers,consultants,contractors,successors,and assigns from
and against any third party Damages finally awarded against Company,or agreed upon
by 360 in settlement,to the extent based upon a claim that(i)the Products or LMS360,
as provided by 360 and used or accessed by Company in accordance with this
Agreement, infringes such third party's patents, copyright, or trademark; or(ii)the
Products do not comply with regulatory requirements.If a claim under this Section is
brought or threatened,or 360 believes is likely to occur,360 may,at its option,(a)procure
for Company the right to use the Products or LMS360,or(b)replace the Products or
LMS360 with non-infringing items that are functionally equivalent in all material respects,
or(c)if options(a)and/or(b)above cannot be accomplished despite 360's commercially
reasonable efforts,then 360 may terminate this Agreement with respect to such Products
or the LMS360,as applicable,and upon return or cessation of use of the Products or
LMS360,as applicable,issue a pro-rata refund or credit to Company for any prepaid Fees
corresponding to the remaining Products or term of the Agreement,as applicable,after
the date of termination. 360 will have no liability under this Agreement or otherwise to the
extent a claim is based upon(1)use of the Products or LMS360 in combination with
software,hardware or technology that is not reasonably necessary to use the Products
or LMS360 and not provided by or specified by 360,if infringement would have been
avoided in the absence of the combination,(2)modifications to the Products or LMS360
not made by or for 360,if infringement would have been avoided by the absence of the
modifications,(3)360's use of any Company-provided material in accordance with this
Agreement, or(4) Company's use of the Products or LMS360 in violation of this
Agreement.
9.2 Company Indemnity. Company will indemnify,defend and hold harmless 360 to
the extent permitted under Colorado law,its employees,directors,officers,consultants,
contractors,successors,and assigns from and against any third-party Damages finally
awarded against 360,or agreed upon by Company in settlement,to the extent such is
claim based upon Company's breach of its obligations and covenants specified in this
Agreement.
9.3 Indemnity Process. The party seeking to be indemnified will give prompt written
notice to the other party of the claim against which it seeks to be indemnified and will
provide the indemnifying party,at the indemnifying party's expense,with the assistance
reasonably necessary for the defense and settlement of the claim.The failure by the
indemnified party to timely furnish to the indemnifying party any notice required to be
furnished under this Section 9 will not relieve the indemnifying party of its obligations
under this Section 9,except to the extent such failure materially and adversely prejudices
the ability of the indemnifying party to defend such matter.The indemnifying party will
have sole control of the defense and settlement of any such claim.The indemnifying party
will not be liable for any settlement of a claim effected without its prior express written
consent(which consent will not be unreasonably withheld or delayed).The indemnifying
party will not enter into any settlement of any claim that would constitute an admission of
guilt or liability on the part of the indemnified party,without the indemnified party's prior
express written consent(which consent will not be unreasonably withheld or delayed.The
indemnified party may engage counsel of its choice at its own expense.
10. CONFIDENTIAL INFORMATION
10.1 Confidential Information. Each party acknowledges on its own behalf,that during
the term of this Agreement it("Receiving Party")may receive from or on behalf of the
other party ("Disclosing Party") nonpublic information, including, without limitation,
business,financial,and technical information reasonably considered by the Disclosing
Party to be valuable and proprietary("Confidential Information"). Confidential Information
also includes the terms and conditions of this Agreement and may include proprietary or
confidential information of third parties that have disclosed such information to the
Disclosing Party in the course of its business. Confidential Information will not include
information that the Receiving Party can prove: (i)was previously rightfully in the
Receiving Party's possession(in written or other recorded form)with no obligation to
maintain confidentiality;(ii)was developed by or for Receiving Party independently of,
and without use of or reference to,Disclosing Party's Confidential Information;(iii)was
received from a third party who is not prohibited from disclosing the information to the
Receiving Party by a contractual, legal or fiduciary obligation; or(iv)is or became
available to and widely known by the public as to be reasonably regarded as public
information without breach of this Agreement by the Receiving Party.
10.2 Use and Nondisclosure Obligations. During the term of this Agreement and for
three years after its termination,the Receiving Party will:(i)hold the Disclosing Party's
Confidential Information in confidence and use the same degree of care to protect the
Disclosing Party's Confidential Information as it uses for its own Confidential Information
of like importance,but in no event using less than a reasonable standard of care;(ii)not
divulge any such Confidential Information of the Disclosing Party or any information
derived therefrom to any third person except to Receiving Party's Representatives as
authorized hereunder; (iii) not make any use of the Disclosing Party's Confidential
Information except to carry out its rights and obligations under this Agreement;and(iv)
not copy the Disclosing Party's Confidential Information(except as necessary to carry out
its rights and obligations under this Agreement).Any Representative of Receiving Party
given access to the Disclosing Party's Confidential Information must have a legitimate
"need to know" and must have agreed, either as a condition of employment,
representation or in a written agreement in order to obtain the Disclosing Party's
Confidential Information,to be bound by terms and conditions no less protective of the
Disclosing Party than this Section 10.The Receiving Party will be liable for any of its
Representatives'failure to comply with such obligation. If the Receiving Party suffers any
unauthorized disclosure,loss of,or inability to account for Disclosing Party's Confidential
Information,the Receiving Party will promptly notify and cooperate with the Disclosing
Party and take such actions as may be necessary or reasonably requested by the
Disclosing Party to minimize the damage."Representatives"means,with respect to a
party,such party's employees,directors,officers,advisors,consultants,subcontractors
or other agents or representatives.
10.3 Authorized Disclosures. The Receiving Party may disclose the Disclosing
Party's Confidential Information pursuant to the order or requirement of a court,
administrative agency,or other governmental body. To the extent not prohibited by law,
the Receiving Party will give reasonable notice to the Disclosing Party to allow the
Disclosing Party to contest such order or requirement or seek confidentiality
treatment. Each party may disclose the terms and conditions of this Agreement:(i)on a
confidential basis to legal or financial advisors;(ii)pursuant to reports,applications or
similar filings submitted to regulatory agencies and governing authorities as required by
applicable law;or(iii)on a confidential basis in connection with any financing transaction
or due diligence inquiry.
11. GENERAL PROVISIONS
11.1 Governing Law and Venue. This Agreement will be governed and interpreted in
accordance with the laws of the state of Colorado,exclusive of its choice of law rules,and
where applicable,the laws of the United States of America. Any action brought in
connection with this Agreement will be brought exclusively in the county,district,state and
federal courts in Greeley,Weld County,Colorado,and each party hereby consents to
personal jurisdiction over it by such courts.No action,regardless of form,arising out of
this Agreement may be brought by either party more than two years after the cause of
such action has arisen.
11.2 Non-Solicitation. Neither party will directly or indirectly solicit or encourage any
employee to leave the other party's employment during the term of this Agreement and
one year thereafter. The provisions of this Section will not prohibit employment of a
person who has responded to an advertisement in media circulated to the general public,
including a posting on a party's website.
11.3 Notices. All notices required or permitted to be given by one party to the other
under this Agreement will be in writing and will be deemed to be delivered to the other
party:(i)upon the date of receipt,if hand delivered,(ii)two business days(five business
days for international addresses)after deposit in the U.S.mail if mailed to the other party
by registered or certified mail, properly addressed, postage prepaid, return receipt
requested,(iii)one business day(two business days for international addresses)after
deposit with a national express courier for next business day delivery(two-three business
days for international addresses),or(iv)upon the date of electronic confirmation of receipt
of an email transmission,to the party's address set forth in this Agreement or to such
other address as designated by the receiving party in writing.
11.4 Assignment. Company will not have any right or ability to assign or transfer
(whether by merger,operation of law or otherwise)this Agreement,in whole or in part,
including without limitation any rights,obligations or benefits under this Agreement without
the prior written consent of 360(and any such attempt will be void),such consent not to
be unreasonably withheld. A change of control of Company will be deemed an
assignment for purposes of this Section. 360 may assign or transfer its rights and
delegate its obligations under this Agreement,without Company's consent,in connection
with(i)any merger,consolidation,sale of all or substantially all of 360's assets,business,
or capital stock,reorganization,or any similar transaction(whether by merger,operation
of law or otherwise);or(ii)the sale,transfer or exchange of a majority interest by its
shareholders. Subject to the foregoing,this Agreement will be bind and inure to the
benefit of the parties,their respective successors and permitted assigns.
11.5 Force Majeure. Except with respect to any payment to be made to 360
hereunder, neither party will be liable for any failure, deficiency or delay in the
performance of its obligations under this Agreement due to any force majeure,which will
include but not be limited to any storm,flood,fire,aircraft damage,explosion,electrical
or communication line failure, disturbance, war or military action, acts of terrorism,
Government act or administrative delay,equipment failure or non-delivery,inability to
obtain materials or any cause or matter whatsoever not within the reasonable control of
such party. In the event of such a force majeure,the affected party will be entitled to a
reasonable extension of time for the performance of its obligations under this Agreement.
11.6 Waiver. The failure of either party to enforce its rights under this Agreement at
any time for any period will not be construed as a waiver of such rights. Any waiver of
any right or provision herein will not be effective unless in writing and signed by authorized
representatives of both parties. The waiver or failure of either party to exercise any right
provided herein will not be deemed a waiver of any further right under this Agreement.
11.7 Severability. In the event that any provision of this Agreement is determined to
be invalid or unenforceable by a body of competent jurisdiction,that provision will be
limited or severed only as necessary to eliminate such invalidity or unenforceability,and
the other provisions of this Agreement will remain in full force and effect.
11.8 Relationship. The parties are independent contractors,and this Agreement is
not intended to be nor will it be construed as a joint venture,association,partnership,or
other form of a business organization or agency relationship. Neither party may represent
that it has the authority to assume or create an obligation on behalf of the other.
11.9 Modification of Terms and Conditions.360 reserves the right,in its discretion,to
change,modify,add to,or remove portions of these Terms and Conditions(collectively,
"Changes"),at any time.The date that Changes were last made are indicated at the top
of the page and such revisions are effective as of the"Last Updated"date.360 will notify
Company of Changes by posting a revised version of these Terms and Conditions
incorporating the Changes to 360's website.Company's continued purchase,use of or
access to the Products following the posting of these Terms and Conditions incorporating
the Changes on the 360 website will mean that Company accepts and agrees to the
Changes.Such Changes will apply prospectively beginning on the date the Changes are
posted to the 360 website.
11.10 Entire Agreement; Amendments. This Agreement constitutes the entire
Agreement and understanding between the parties and supersedes all prior and
contemporaneous agreements,written or oral,between 360 and Company with respect
to the subject matter hereof.Any such prior agreements are hereby terminated with
immediate effect.This Agreement and each of its provisions will be binding upon the
parties and,except as otherwise provided in these Terms and Conditions,no addition to
or change in the Agreement will be effective or binding on either of the parties unless
agreed to in writing by an authorized representative of Company and the CEO,CFO,
CMO,VP of Sales or COO of 360.In the event of a conflict between these Terms and
Conditions and the terms in the Agreement that reference and incorporate these Terms
and Conditions,the terms in the Agreement that reference and incorporate these Terms
and Conditions will prevail.
11.11 Headings and Captions;Construction;Counterparts.Section headings are used
for convenience only and will in no way affect the construction or interpretation of this
Agreement.This Agreement has been negotiated by the respective parties hereto and
their attorneys and the language hereof will not be construed for or against either party.
Contract 1
Entity Information
Entity Name" Entity ID* Q New Entity?
360TRAINING.COM @00034518
Contract Name* Contract ID Parent Contract ID
360TRAINING.COM(MASTER SERVICES AGREEMENT) 9259
Contract Status Contract Lead* Requires Board Approval
CTB REVIEW WLUNA YES
Contract Lead Email Department Project#
wluna@weld.gov;cobbxxl
k@weld.gov
Contract Description
360TRIAINING.COM MASTER SERVICES AGREEMENT FOR OSHA-CPR AND FIRST AID TRAINING IN ENGLISH OR
SPANISH.WELD WILL BE THE FIRST SIGNOR. TERM:MARCH 20,2025 THROUGH MARCH 1 9,2026.
Contract Description 2
PA WILL ROUTE WITH THIS ENTRY.
Contract Type* Department Requested BOCC Agenda Due Date
AGREEMENT HUMAN SERVICES Date* 04/05/2025
04/09/2025
Amount* Department Email
$2,000.00 CM- Will a work session with BOCC be required?*
HumanServices@weld.gov NO
Renewable*
NO Department Head Email Does Contract require Purchasing Dept.to be
CM-HumanServices- included?
Automatic Renewal DeptHead@weld.gov
Grant County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
IGA
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
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* Renewal Date
01/19/2026
Termination Notice Period Committed Delivery Date Expiration Date*
03/19/2026
Contact Information
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head Finance Approver Legal Counsel
JAMIE ULRICH CHERYL PATTELLI BYRON HOWELL
DH Approved Date Finance Approved Date Legal Counsel Approved Date
04/03/2025 04/04/2025 04/04/2025
Final Approval
BOCC Approved Tyler Ref#
AG 040925
BOCC Signed Date Originator
WLUNA
BOCC Agenda Date
04/09/2025
Hello