HomeMy WebLinkAbout20221548.tiffCun-iot. C+ 11)g-13195
PASS -AROUND TITLE:
DEPARTMENT:
PERSON REQUESTING:
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
2023 Renewal for TREADS Software
Information Technology
Ryan Rose IN
DATE: 9/5/23
Brief description of the problem/issue:
Treads is a web based application which guides users through the Treasurer's Deeds Application process. It is renewed annually, and this Is the 2023
renewal. TREADS is cost neutral to Weld County - the vendor charges a fee that is paid by the applicant. The treasurer's office recommends renewing
this agreement, and the addendum has been reviewed by the County Attorney's Office
What options exist for the Board?
1) Renew agreement
2) Schedule work session to discuss options
Conseqe
Software is useduencto s: simplify operations in the Treasurer's office
Impacts:
Business workflows and citizen workflows would change if we do not renew.
Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years:
Cost neutural - all fees are paid by citizens as part of the deed applicaiion.
Recommendation:
IT and the Treasurer's office recommend to renew this software.
Perry L. Buck, Pro -Tern
Mike Freeman, Chair
Scott K. James
Kevin D. Ross
Lori Saine
Coq/ $ Z3 ��
Support Recommendation Schedule
Place on BOCC Agenda Work Session
Other/Comments:
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1-100(1
GTS ADDENDUM TO SOFTWARE LICENSE AND SERVICES AGREEMENT
This Addendum is made on June 5 , 2023 , between GOVERNMENT
TECHNOLOGY SYSTEMS, LLC, a Colorado limited liability company (hereinafter "GTS"), and
the BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, on behalf of the Weld
County Treasurer (hereinafter "Treasurer"). GTS and the TREASURER may be referred to
together herein as the "Parties." This addendum amends the Software License and Services
Agreement entered by the Parties on June 6, 2022 (the "Master Agreement"). Any terms not
specifically referenced in this Addendum shall remain as set forth in the Master Agreement.
Master Agreement Article 3 Section 1 is Amended to reflect an increase in fees from $45 per
application submitted by the Treasurer to $60.00 per application submitted by the Treasurer.
Master Agreement Article 2 Section 6 is Amended to reflect that the term of the Master
Agreement is extended for one calendar year from the termination date set forth in the Master
Agreement, and this Addendum extends the licensing period beginning June 6, 2023 and
expiring June 5, 2024. This term may be extended annually by the written consent of both
parties.
Except as expressly set forth in this Addendum, the terms and conditions of the Agreement
remain in full force and effect. If the terms of this Addendum and the Agreement conflict, this
Addendum will control.
GOVERNMENT TECHNOLOGY SYSTEMS, LLC WELD COUNTY
By: ��11 GMMIL
By:
Printed Name: William Gosnell Printed Name: Mike Freeman
Title: President
6/5/2023
Date:
Chair, Board of Weld
Title: County Commissioners
Date:
SEP 1 8 2323
Contract Form
Entity Information
Entity Name* Entity ID*
GOVERNMENT TECHNOLOGY @00045586
SYSTEMS LLC
Contract Name
2023 RENEWAL FOR TREADS SOFTWARE
Contract Status
CTB REVIEW
❑ New Entity?
Contract ID
7365
Contract Lead *
JMUNDT
Contract Lead Email
jmundt@co.weld.co.us
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description *
ANNUAL RENEWAL FOR TREADS SOFTWARE, USED BY THE TREASURER'S OFFICE FOR ONLINE DEED SALES.
Contract Description 2
Contract Type * Department
AGREEMENT INFORMATION
TECHNOLOGY-GIS
Amount *
$0.00 Department Email
CM -
Renewable* InformationTechnologyGI
NO S@weldgov.com
Automatic Renewal
Grant
IGA
Department Head Email
CM-
InformationTechnologyGl
S-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
DGOV.COM
Requested BOCC Agenda Due Date
Date* 09/09/2023
09/13/2023
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
Review Date *
02/01/2023
Committed Delivery Date
Renewal Date
Expiration Date*
06/05/2024
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
CONSENT 09/11/2023
Approval Process
Department Head
RYAN ROSE
DH Approved Date
09/11/2023
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
09/18/2023
Finance Approver
CONSENT
Legal Counsel
CONSENT
Finance Approved Date Legal Counsel Approved Date
09/11/2023 09/11/2023
Tyler Ref #
AG 091823
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: TREADS Software for Treasurer
DEPARTMENT:
Information Technology DATE: 5/24/22
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
Treads is a web based application which guides the Treasures office through the Treasurer's Deed
Application process. Treads can be customized to allow counties the ability to add their own or
custom steps to the process. The Weld County Treasurer's office wishes to establish an agreement
with Government Technology Systems in order to begin using TREADS software to assist with Deed
management. The solution is zero cost to the county. The attached contract has been reviewed and
approved by the Weld County Attorney's office for a one year term.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
1) Approve the contract with Lukavalabs to use TREADS Software
2) Request a work session for additional information
Recommendation:
The Department of Information Technology and the Office of the Treasurer both recommend option 1,
to approve the agreement to use Treads.
Perry L. Buck
Mike Freeman, Pro -Tern
Scott K. James, Chair
Steve Moreno
Lori Seine
Approve
Rec endation Work Session
Schedule
Other/Comments:
COM0(14---71169---ee„ cA,64,0)6T-0
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2022-1548
IT OO1
SOFTWARE LICENSE AND SERVICES AGREEMENT
THIS SOFTWARE LICENSE AND SERVICES AGREEMENT is entered into by and
between GOVERNMENT TECHNOLOGY SYSTEMS, LLC, a Colorado limited liability
company (hereinafter "GTS"), and the BOARD OF COUNTY COMMISSIONERS OF WELD
COUNTY, on behalf of the Weld County Treasurer (hereinafter "Treasurer") GTS and the
Treasurer may be referred to herein individually as a "Party" and together as the "Parties "
RECITALS
A GTS has developed a System, as defined below, which consists of proprietary software
that enables Colorado County Treasurers to electronically track, prepare, issue and process
applications for Treasurer's Deeds
B The Parties desire to enter into this Agreement under which GTS will grant the
Treasurer a license to use the system
NOW, THEREFORE, in consideration of the mutual covenants and undertakings of the Parties
hereinafter set forth, and for other good and valuable consideration hereby acknowledged, GTS
and the Treasurer agree as follows
ARTICLE I
DEFINITIONS
"Agreement" means and includes this Software License and Services Agreement together with
all\Exhibits
"Authorized Users" means and includes (i) all employees of the Treasurer and (ii) all contractors
or agents of the Treasurer with a reasonable need to have access to or utilize the Licensed
Products in furtherance of this Agreement, or in connection with the operation of the office
of the Treasurer However, under no circumstances, shall the Treasurer have more than
ten (10) Authorized Users at any given time
"Confidential Information" means any proprietary information, trade secret, or other
confidential information of a Party
"Data" means data which has been created, organized, assembled or maintained within or in
conjunction with the System
"Document" means those documents (together with associated data) filed, created, used,
transmitted, and/or stored on the System
"Effective Date" means and refers to the latest date this Agreement is executed by a Party
1
"Improvement" means any idea, design, concept, technique, discovery or invention, whether or
not patentable or copyrightable, made to the Licensed Products
"Licensed Products" means and includes the System together with accompanying specifications,
documentation and/or manuals
"Licensed Territory" means the county in which the Treasurer is located ,
"License Term" means the initial term and any Renewal Periods of this Agreement as defined
below
"Renewal Period" means any period for which this Agreement is renewed pursuant to Paragraph
27
"Specifications" means and refers to the specifications for the System set forth in Exhibit A
"System" means the Treasurer's Deeds Software System (Treads) designed, operated and
maintained by GTS, which possesses the functionality set forth in the Specifications in
Exhibit A The System is also referred to as Treads, which is a trademark of GTS
"User ID" means the identification number and password issued by GTS to an Authorized User,
which permits such Authorized User to have access to, and use of, the System
"User Information" means all necessary information to identify an Authorized User in order for
GTS to provide such User access to the System, including, but not limited to, the
individual's full name and title and written confirmation from the Treasurer that such
individual is an Authorized User
ARTICLE II
LICENSE
2 1 GRANT OF LICENSE GTS hereby grants to the Treasurer, and the Treasurer hereby
accepts, a non-exclusive, non -transferable license to use the Licensed Products in the
Licensed Territory in accordance with the terms and conditions of this Agreement
2 2 _ AUTHORIZED USE Provided the Treasurer displays and otherwise maintains all of
GTS' copyright and other proprietary rights notices on,the Licensed Products and otherwise
complies with the terms and conditions of this Agreement, the Treasurer may
2 2 1 use the System and all other applicable Licensed Products on all computer
workstations in the offices of the Treasurer,
2.2 2 distribute all other Licensed Products, not addressed in Paragraph 2 2 1, to all
Authorized Users, and
2
The Treasurer agrees that the use of the Licensed Products by its Authorized Users will be
for the sole purpose of fulfilling its obligations and duties as a County Treasurer for the
State of Colorado in accordance with Articles 10, 11, 12 and 13 of Title 39 of the Colorado
Revised Statutes and any other applicable state or federal laws
2 3 RESTRICTIONS ON USE The Treasurer shall not use the Licensed Products for any
purpose except as expressly set forth in Paragraph 2 2 In addition to any other use not
expressly set forth in Paragraph 2 2, the Treasurer shall not
2 3 1 distribute, disclose or provide the Licensed Products to or for the benefit of any
person or entity who is not an Authorized User,
2 3 2 alter, modify, decompile, disassemble or attempt to reverse engineer the Licensed
Products,
2 3 3 create any derivative works from the Licensed Products;
2 3 4 use the Licensed Products or any material retrieved from the Licensed Products in
any manner whatsoever that may infringe any intellectual property right or
proprietary interest of GTS,
2 3 5 allow or permit use of Data or Documents in a manner contrary to or in violation
of any applicable federal, state, or local law, rule or regulation, including, without
limitation, the fair credit reporting laws and regulations, privacy laws and
regulations, and fair debt collection practices laws and regulations,
2 3 6 without the prior written consent of GTS, make or attempt to make any
Improvement
2 4 OWNERSHIP The Treasurer acknowledges that the Licensed Products, and any and all
Improvements, are the sole and exclusive property of GTS and that this Agreement does
not confer any transfer of title to, or ownership of, the Licensed Products The Treasurer
will acquire no ownership or proprietary rights whatsoever in the Licensed Products
through the use of the Licensed Products by its Authorized Agents or its participation (with
the written consent of GTS) in the development of an Improvement The Treasurer agrees
to aid GTS, if necessary, to procure and perfect ownership of any intellectual property
nghts in the Licensed Products and/or any Improvement
2 5 CONTROL OF DOCUMENTS Subject to Paragraph 7 3, the Treasurer retains sole
control over a Document once such Document is created by the Treasurer
2 6 LICENSE TERM The initial term of this Agreement shall begin at the Effective Date
and continue until one (1) year after the Effective Date Agreement may only be extended
by written amendment signed by both parties for additional one (1) year terms
3
ARTICLE III
FEES
3 1 FEES FOR USE OF THE SYSTEM The Treasurer will pay a fee of $45 00 to GTS for
each Application for a Treasurer's Deed filed by the Treasurer
3 2 INVOICES GTS shall invoice the Treasurer via electronic mail by the 5th of each month,
and the Treasurer agrees to pay all fees owed within fifteen (15) days of receiving an
invoice
3 3 FEES FOR TRAINING, SUPPORT AND OTHER SERVICES The Treasurer also
agrees to pay GTS for certain training, technical support and other services as set forth in _
Exhibit B
ARTICLE IV
CONFIDENTIALITY
4 1 CONFIDENTIAL. INFORMATION
4 1 1 The Treasurer acknowledges that the Licensed Products and any Improvements
contain proprietary information and trade secrets of GTS, which are Confidential
Information of GTS GTS' Confidential Information also includes any additional
information designated in wntmg by GTS as "Confidential" Confidential
Information does not include any record which is required to be released pursuant
to the Colorado Open Records Act (CORA), C R S §24-72-201 et seq
4 1 2 GTS acknowledges that dunng -its set up of the System and while providing
training, technical support, and other services related to the System, GTS may be
exposed to or acquire Treasurer Confidential Information, which is proprietary or
otherwise confidential information that the Treasurer has designated in writing as
"Confidential "
4 1 3 The Parties Jointly acknowledge that any data relating to the usage of the Licensed
Products by Authorized Users, including, but not limited to, information relating to
the identity of specific users and/or uses, is also Confidential Information
4 2 RESTRICTIONS Except as expressly authorized in writing by the other Party, neither
the Treasurer nor GTS shall use any Confidential Information of the other Party except as
reasonably necessary to perform and exercise its rights and obligations hereunder The
Parties agree to hold the Confidential Information of the other Party in strict confidence
and not to disclose such information to third parties or to use such information for any
purposes whatsoever other than as reasonably necessary to perform and exercise their
rights and obligations under the terms and conditions of this Agreement The Parties agree
to advise each of its employees, contractors, and agents of their obligations to keep such
information confidential
4
4 3 NON -CONFIDENTIAL INFORMATION Notwithstanding the provisions of
Paragraph 4 1, Confidential Information shall not include information that (i) is already
known to the receiving Party without restriction on use or disclosure at the time of
communication to the receiving Party, (ii) is or becomes publicly known through no
wrongful act or inaction of the receiving Party, (iii) has been rightfully received from a
third party authonzed to make such communication, without restriction on use or
disclosure, (iv) has been independently developed by the receiving Party, or (v) is required
to be disclosed by the receiving Party pursuant to applicable laws or regulations or as
required for defending or settling litigation The receiving Party shall have the burden of
proving the existence of the foregoing exceptions
4 4 INJUNCTIVE RELIEF. The Parties agree that any breach of the restrictions contained
in this Article will cause irreparable harm to the non -breaching Party entitling such Party
to seek injunctive relief in addition to all other legal remedies
ARTICLE V
TERMINATION
5 1 TERMINATION BY GTS
5 1 1 GTS may terminate this Agreement for cause upon ten (10) business days written
notice if (i) the Treasurer breaches any material term of this Agreement, which the
Treasurer has not cured within such ten (10) business day notice penod, (ii) the
Treasurer does not use the System for six (6) months, or (iii) GTS determines, in
its sole discretion, that a Claim (as defined in Article 8 1) is legitimate and cannot
be resolved through reasonable modification of the System or settlement with the
third party making the Claim
5 1 2 Notwithstanding Paragraph 5 1 1, GTS may terminate the Agreement immediately
if the Treasurer or any Authorized User violates the provisions in Paragraphs 2 2
and 23
5 2 TERMINATION BY TREASURER
5 2 1 The Treasurer may terminate this Agreement for cause upon thirty (30) days written
notice
5 2 2 The Treasurer may terminate this Agreement immediately upon the dissolution,
insolvency, or if GTS voluntarily files a Petition for Chapter 7 bankruptcy
5 2 3 Except for breaches set forth in Paragraphs 5 2 1 and 5 2 2, the Treasurer may
terminate this Agreement for cause upon ten (10) business day's written notice if
GTS breaches any material term of this Agreement, which GTS has not cured
within such ten (10) business day notice period
5
5 2 4 The Treasurer may terminate this Agreement, with or without cause, provided that
the Treasurer provides GTS sixty (60) days written notice Additionally, the Parties
acknowledge that this Agreement is subject to C R S § 29-1-110 relating to the
annual budget and appropriation If the Treasurer lacks the necessary budgetary
funding to satisfy its payment obligations under this Agreement, the Treasurer may
terminate this Agreement after thirty (30) days written notice to GTS and after it
has provided GTS with reasonable evidence of its lack of necessary budgetary
funding
ARTICLE VI
WARRANTIES
6 1 GTS hereby makes the following warranties to the Treasurer
61 1 GTS warrants that the System is capable of performing the functions in
conformance with the Specifications under normal use, provided the Treasurer is
in compliance with its obligations under this Agreement
6 12 GTS warrants that it (i) has the authority to enter into this Agreement, and (ii) has
the right to license the rights granted under this Agreement to use the Licensed
Products and that it has obtained any and all necessary permissions from third
parties to license the Licensed Products
6 2 The Treasurer hereby makes the following warranties to GTS
6 2 1 The Treasurer warrants that it (i) has the authority to enter into this Agreement, and
(ii) has obtained any necessary approvals for the execution of this Agreement and
the implementation and use of this System by the Treasurer
6 3 EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 6 1, GTS MAKES NO
REPRESENTATION OR GUARANTEES TO THE TREASURER WHATSOEVER
AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT
TO THE LICENSED PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, (I) IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, (II) ANY WARRANTY
CONCERNING THE ACCURACY OR COMPLETENESS OF THE INFORMATION IN
THE DOCUMENTS TRANSMITTED VIA THE SYSTEM OR RECORDS STORED ON
THE SYSTEM, AND (III) ANY WARRANTY THAT DOCUMENTS TRANSMITTED
VIA THE SYSTEM WILL BE RECEIVED OR READ BY THEIR INTENDED
RECIPIENTS
ARTICLE VII
LIMITATIONS OF LIABILITY
6
71 EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE VIII, THE TOTAL
CUMULATIVE LIABILITY OF GTS (INCLUDING ITS EMPLOYEES, MEMBERS,
MANAGERS, REPRESENTATIVES AND AGENTS) TO THE TREASURER FOR
COSTS, LOSSES, OR DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS
RELATED TO THIS AGREEMENT HOWSOEVER CAUSED OR ARISING SHALL
BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT
OF PAYMENTS RECEIVED BY GTS FROM THE TREASURER DURING THE PAST
SIX (6) MONTHS FROM THE DATE THE CAUSE OF ACTION AROSE IN NO
EVENT SHALL GTS (INCLUDING ITS EMPLOYEES, MEMBERS, MANAGERS,
REPRESENTATIVES AND AGENTS) BE LIABLE FOR ANY SPECIAL,
CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHER
INDIRECT DAMAGES, FOR LOSS OF PROFITS, LOSS OF USE OR LOSS OF DATA,
HOWSOEVER CAUSED OR ARISING AND REGARDLESS OF LEGAL THEORY
OR FORESEEABILITY
7 2 GTS has no liability whatsoever to the Treasurer for any claim based upon (i) any errors in
or omissions in Data, (ii) any delays or delivery problems resulting from use of the System,
(in) the unavailability or interruption of the System or any of its features, (iv) Treasurer 's
use of the System (regardless of whether the Treasurer received assistance, information or
advice from the GTS or any GTS personnel), (v) transmission errors or any problems
relating to telephone lines or other transmission devices, including the unavailability of
telephone lines or other electronic transmission lines or devices, (vi) rejection of a
Document by the Treasurer, (vii) alleged defamation, libel, or slander contained in the
Documents, (viii) infringement of any intellectual property rights in a Document, (ix) the
content and format of a Document, (x) incorrect transmission or delivery instructions by
Treasurer, including, without limitation, liability for any losses in connection with the loss
of privilege or for any other claimed injury or damages due to disclosure of a Document or
its contents, (xi) misuse of a User ID or any other unauthorized access to the System, (xii)
any alteration or destruction of a Document resulting from third parties' unauthorized
access to the Licensed Products (e g , "hacking"), (xiii) damages caused by any computer
"virus" or other damaging or destructive software or software components contained in
files or otherwise transmitted through the System, (xiv) filing or serving, or failure to file
or serve, a Document submitted through the System, or (xv) the installation of software
unrelated to the System by the Treasurer onto its computer system that interferes with the
System
7 3 GTS has the right, without any liability whatsoever to the Treasurer, to (i) delete or modify
any Document (or any portion of Document) that it suspects, at its sole discretion, contains
any computer "virus" or other damaging or destructive software, (n) immediately suspend
access to the System from a User ID if it suspects unauthorized use of such User ID, and
(in) take any other action GTS deems necessary, in its sole discretion, to protect the
integrity and functionality of the System If GTS takes such action, it will notify the
Treasurer as soon as reasonably possible
ARTICLE VIII
INDEMNIFICATION
8 1 GTS will indemnify and hold the Treasurer harmless and will defend or settle any claim,
suit or proceeding brought against the Treasurer that is based upon a claim that the Licensed
Products infringe a United States copyright or violate an intellectual or proprietary right of
a third party protected by United States law ("Claim"), but only to the extent the Claim
arises directly out of the use of the Licensed Products as contemplated by this Agreement
The Treasurer shall notify GTS in writing of any Claim within ten (10) days after the
Treasurer first receives notice of the Claim, and the Treasurer shall provide to GTS such
assistance and cooperation as GTS may reasonably request from time to time in connection
with the defense of the Claim GTS shall have sole control over any Claim, including,
without limitation, the selection of counsel and the right to settle on behalf of the Treasurer
on terms GTS deems desirable at its sole discretion so long as such terms are consistent
with the Treasurer's rights under this Agreement The Treasurer may, at its own cost, retain
separate counsel and participate in the defense or settlement negotiations GTS shall pay
actual damages and costs awarded against the Treasurer (or payable by the Treasurer
pursuant to a settlement agreement approved by GTS) in connection with a Claim
82
8 3 The' provisions of paragraphs 8 1 and 8 2 herein shall survive any termination of this
Agreement -
ARTICLE IX
INFRINGEMENT
9 1 The Treasurer agrees to notify GTS promptly of any known infringement or other misuse
of the Licensed Products Such notification shall include all details known by the Treasurer
that would enable or aid GTS to investigate such infringement and/or misuse The
Treasurer further agrees to fully cooperate with GTS in the prosecution of any action
against an accused infringer at the expense of GTS
ARTICLE XI
MISCELLANEOUS PROVISIONS
10 1 ENTIRE AGREEMENT This Agreement, including the Exhibits attached hereto,
contain the complete and exclusive statement of the agreement between the Parties, and
supersedes all prior and contemporaneous agreements, understandings, proposals,
negotiations, representations or warranties of any kind whether oral or written with respect
to the subject matter hereof No oral or written representation that is not expressly
contained in this Agreement is binding on the Parties
10 2 AMENDMENT AND WAIVER This Agreement may not be amended, changed, or
modified except by a writing signed by both GTS and the Treasurer Any attempt at oral
modification will be void The waiver as to one or more provisions of this Agreement shall
not waive any rights or obligations of the Parties under any other provision The waiver of
8
any breach of this Agreement shall not be construed as a continuing waiver of other
breaches of the same or other provisions of the Agreement
10 3 ASSIGNMENT The Treasurer may not assign, sublicense or otherwise transfer this
Agreement or any rights or obligation herein without GTS' prior written consent, which
consent shall be in GTS' sole discretion
10 4 BINDING AGREEMENT AND SUCCESSOR LIABILITY This Agreement shall be
binding upon, and shall inure to the benefit of, the Parties, their successors and assigns with
the mutual written consent of the Parties
10 5 FORCE MAJEURE Neither Party shall be in breach of this Agreement in the event that
it is unable to perform its obligations under this Agreement as a result of interruption and
delay due to causes beyond its reasonable control including, but not limited to, acts of God,
acts of any government, legal restrictions, governmental regulations or orders, embargoes,
blockages, war, acts of terror, or other hostility, civil disorder, riots, the elements, fire,
flood, explosion, power failure, failure of equipment not under the control of either Party,
transmission line or communications failure or unavailability, commercially unreasonable
acts by a third party, industrial or labor dispute, strikes, industrial disturbances, inevitable
accidents, inability to obtain necessary supplies or any cause beyond the control of the
Party Notwithstanding the foregoing, the Parties shall use diligent efforts to resume
performance should any such event occur
10 6 DISPUTE RESOLUTION If a controversy or claim arises out of or relates to (i) this
Agreement, or (ii) any services performed by or on behalf of GTS pursuant to, in
accordance with, due to, in furtherance of, or in consideration of this Agreement, whether
in contract, warranty, tort, (including, without limitation, negligence), strict liability or
otherwise ("Dispute"), the Party that is first aware of the Dispute shall provide the written
notice to the other Party Within fifteen (15) days of both Parties becoming aware of the
Dispute, the Parties shall attempt to negotiate a resolution of the Dispute If the Parties are
unable to negotiate a resolution of the Dispute within an additional fifteen (15) days, a
Party may bring an action to resolve the dispute in the Distnct Court of Weld County,
Colorado
10 7 FURTHER ASSURANCES Each Party to this Agreement agrees to execute,
acknowledge, deliver, file, and record such further certificates, amendments, instruments
and documents, and to do all such other acts and things, as may be required by law or as
may be necessary or advisable to carry out the intent and purpose of this Agreement
10 8 GOVERNING LAW All questions with respect to the construction of this Agreement
and the rights and liabilities of the Parties shall be determined in accordance with the
applicable provisions of the laws of the State of Colorado, without giving effect to conflicts
of law principles
10 9 NOTICES All notices given pursuant to this Agreement shall be in writing and shall be
deemed to be duly given (a) upon actual receipt or refusal of delivery if delivered personally, (b)
9
upon receipt or three days after being mailed by certified mail, return receipt requested, (c) when
received by the addressee, if sent by a nationally recognized overnight delivery service (receipt
requested), or, except for a notice of default and the date sent by electronic mail Either Party
may change its address for notices by sending a notice to the other Party in accordance with the
provisions of this Section
If to the Treasurer
John R Lefebvre, Weld County Treasurer and Public Trustee
Weld County Treasurers Office
1400 N 17th Avenue
Greeley, CO 80631
jlefebvre@weldgov com
If to GTS
Will Gosnell, President
Government Technology Systems, LLC
10800 E Bethany Street Suite 225
Aurora, CO 80014
wgosnell@gov-soft corn
10 10 SEVERABILITY If a court of competent jurisdiction determines that any provision of
this Agreement is invalid, the invalid provision shall be considered omitted or modified to
conform to applicable law and all other provisions shall remain in full force and effect
10 11 SURVIVAL All of GTS' rights (including indemnity rights) in this Agreement shall
survive the Agreement's expiration or termination, and shall be_ enforceable by GTS, its
successors and assigns
10 12 TIME PERIODS All time periods set forth in the Agreement in number of days shall be
measured in calendar days unless specified otherwise All time periods specified in
business days shall exclude all weekends and all holidays observed by the Treasurer
10 13 ATTORNEYS FEES / LEGAL COSTS In the event of a Dispute between the Treasurer
and GTS, concerning this Agreement, the Parties agree that neither shall be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
the other
10 14 CHOICE OF LAW Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution and enforcement of this Agreement Any
provision included or incorporated herem by reference which conflicts with said laws, rules
or regulations shall be null and void
10
10.15 COUNTERPARTS. This Agreement may be executed in several counterparts, and as
executed shall constitute a single agreement, binding on both Parties, notwithstanding that
both Parties are not signatory to the original or the same counterpart.
10.16 HEADINGS. The section headings contained in this Agreement are for reference purposes
only and do not affect in any way the meaning or interpretation of this Agreement.
BOARD OF COUNTY COMMISSIONERS
GOVERNMENT TECHNOLOGY WELD COUNTY, COLORADO
SYSTEMS, LLC
By: t)i1t
Printed Name: Will Gosnell
Title: President
Date: 5/26/2022
11
K James, Chair JUN 0 6 2022
ATTEST: %ti
By:
oPoo,a2 - i5V.S2
EXHIBIT A
SYSTEM SPECIFICATIONS
A The System has-been designed to electronically facilitate portions of the Treasurer Tax
Deed process in the State of Colorado as set forth in C R S § 39-11-101 et seq and
other applicable state and federal laws Specifically, the System will have at least the
following functionality
1 Accept individual tax deed applications,
2 Calculate deadlines for each tax deed application,
3 Provide tracking for the information including, but not limited to
a ordering title,
b publication dates,
I c mailings,
d fees and costs,
e invoicing,
4 Enable a Treasurer to view, print, and download documents created using the
System,
5 Enable a Treasurer to electronically recording documents as required by
statute,
6 Provide reasonable protection to the System from computer viruses and other
damaging or destructive software through at least the use of commercial virus
detection software,
7 Provide reasonable protection from data and document destruction by
malicious parties
B With regard to any functionality of the System not listed in this Exhibit, GTS reserves
the right to modify or discontinue such functionality at its sole discretion without notice
provided that any modification or discontinuation of such functionality does not
prevent the Treasurer from performing its duties and obligations pursuant to C R S §
39-11-101 et seq and other applicable state and federal laws
12
EXHIBIT B
TRAINING, TECHNICAL SUPPORT, AND OTHER SERVICES
GTS agrees to provide training, technical support, and other services to the Treasurer related to the
System subject to the following terms
1 TRAINING
11
TRAINING DURING INITIAL TERM After the Effective Date, GTS will
provide certain training to Authorized Users on the use of the System free of charge
This training will consist of the following (i) up to eight (8) hours in multiple face-
to-face sessions with Authorized Users, which will include hands-on training using
the System, and (ii) user documentption and other written training aids for the
System During the initial term of the Agreement, GTS will provide two additional
training sessions to Authorized Users up to eight (8) hours each, which may be
provided in multiple sessions These additional sessions will be over the Internet
or telephone or, if deemed necessary by both Parties, face-to-face These two
additional training sessions will be free of charge, but the Treasurer will pay Travel
Expenses if the training is conducted face-to-face The Treasurer may request
additional training sessions from GTS for a fee of $125 per hour plus Travel
Expenses
1 2 TRAINING DURING RENEWAL PERIODS During any Renewal Period,
GTS will provide up to eight (8) hours in multiple training sessions to Authorized
Users This training session will be over the Internet or telephone or, if deemed
necessary by both Parties, face-to-face This training session will be free of charge,
but the Treasurer will pay Travel Expenses if the training is conducted face-to-face
The Treasurer may request additional training sessions from GTS for a mutually
agree upon hourly fee plus Travel Expenses Should the Parties be unable to agree
on an hourly training fee for a Renewal Period, the hourly training fee shall be
increased by three percent (3%) from the hourly training fee used in the previous
term
1 3 TRAINING ON NEW VERSIONS OF SYSTEM If GTS creates a new version
of the System, GTS will provide up to four (4) hours of training in multiple sessions
to Authorized Users on the new functionality of the System This training will be
over the Internet or telephone or, if deemed necessary by both Parties, face-to-face
This training will be free of charge, but the Treasurer will pay Travel Expenses if
the training is conducted face-to-face The Treasurer may request additional
training sessions from GTS related to a new version of the System for an hourly fee
of $125 per hour plus any Travel Expenses during the initial term and for a mutually
agreed upon hourly fee plus any Travel Expenses during a Renewal Period Should
the Parties be unable to agree on an hourly training fee for a Renewal Period, the
hourly training fee shall be increased by three percent (3%) from the hourly training
fee used in the previous term
13
1 4 SCHEDULING OF TRAINING All training will be scheduled at the mutual
convenience of the Parties, but no later than thirty (30) days from the date of the
request for training by the Treasurer for training over the telephone or Internet `or
sixty (60) days for face-to-face training (except for the initial face-to-face training
which will be scheduled no later than twenty (20) days after the Effective Date)
2 TECHNICAL SUPPORT
i
2 1 - GENERAL TECHNICAL SUPPORT GTS will provide general technical
support to the Treasurer Monday through Friday, 8 a m MDT until 5 p m MDT
except for state government holidays ("Normal Support Hours") During Normal
Support Hours, the Treasurer can contact GTS with its general technical support
questions through GTS' customer support telephone number or via email GTS will
respond to all non -emergency technical support questions within two (2) business
day(s) If the Treasurer has an emergency technical issue with the System, GTS
will respond within one (1) business day An emergency technical issue constitutes
a failure of functionality of the System such that the System does not comply with
the Specifications within the control of GTS (eg, , a problem with the System
software and not a problem with the Treasurer's Internet service provider) During
the initial term, GTS will provide the Treasurer with four (4) hours of general
technical support free of charge, except the Treasurer will pay any Travel Expenses
associated with such technical support
2 2 CORRECTION OF DEFECTS If the System complies with the Specifications, ,
but the Treasurer identifies a defect in the functionality of the System, the Treasurer
shall identify such defect to GTS in writing GTS will fix the defect within thirty
(30) days of receiving written notice of the defect free of charge If GTS believes
that the defect identified by the Treasurer is not a deficiency with the System, GTS
will explain the reason for its belief in writing to the Treasurer within fifteen (15)
business days of the Treasurer's written notice Any Dispute between the Parties
concerning whether a defect needs to be fixed by GTS, will be governed by the
dispute resolution provisions in Paragraph 10 6 If a defect in the System causes
the System to not possess the functionality set forth in the Specifications, the repair
of this defect will be treated as an emergency technical issue and be governed by
Paragraph 2 1 of this Exhibit
2 3 ADDITIONAL OR DIFFERENT FUNCTIONALITY- If the Treasurer desires
to have additional or different functionality in the System from the Specifications,
the Treasurer shall submit a written request to GTS GTS will evaluate the
Treasurer's request and determine, at its sole discretion, whether the
implementation of the requested functionality is possible and whether GTS has the
time and resources to develop such functionality If GTS elects to develop the
functionality, and believes such functionality will be used by.all Treasurers using
the System, GTS will develop such functionality free of charge
14
2 4 STATUTORILY MANDATED CHANGES GTS will provide updates to the
System to accommodate statutorily mandated changes in'the Treasurer's Deed
Application process as set forth in C R S §, 39-11-100.3 et seq free of charge as
soon as reasonably possible
2 5 PILOT PROJECTS GTS may implement changes to the System from time to
time through a process of requirement assessments and pilot projects In such a
case, Treasurer agrees to cooperate with limited and reasonable testing, provide
timely responses to reasonable requests for information or approvals, and promptly
report any errors to GTS
3 OTHER SERVICES
3 1 OTHER SERVICES DURING INITIAL TERM For any other services not set
forth in the preceding paragraphs of this Exhibit and for which GTS agrees to
perform, GTS will charge the PT $125 per hour per person plus any Travel
Expenses during the initial term and a mutually agreed upon hourly rate plus any
Travel Expenses during a Renewal Period Should the Parties be unable to agree
on an hourly fee for a Renewal Period, the hourly fee shall be increased by three
percent (3%) from the hourly fee used in the previous term
3 2 SCHEDULING OF OTHER SERVICES All services other than those set forth above
will be scheduled at a date mutually agreed upon by the Parties
15
=.New Contract Request.
Enttty Information °<
i Entity Name* Entity ID*
GOVERNMENT TECHNOLOGY SYSTEMS @00045586
, LLC
Contract Name*
2022 AGREEMENT FOR TREADS
Contract Status
CTB REVIEW
❑ New Entity?
Contract ID
5905
Contract Lead*
JMUNDT
Contract Lead Email
Jmundt@co weld.co.us
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
AGREEMENT FOR SERVICES FOR 2022 FOR ONE YEAR, WIHT A NEW AGREEMENT REQUIRED IN 2023
Contract Description 2
Contract Type*
AGREEMENT
Amount*
$0 00
Renewable*
NO
Automatic Renewal
Grant
IGA
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM -
I nformationTech nol ogyGls@
weldgov corn
Department Head Email
CM-
InformationTechnologyGlS-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COU NTYATTO RN EY@WELDG
OV COM
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
On Base
Requested BOCC Agenda
Date*
06/01/2022
Due Date
05/28/2022
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be included?
Contract, Dates
Effective Date
Review Date k
04/01/2022
Renewal Date
Termination Notice Period
Contact Inforrnatson
Ju
Contact Info
Contact Name
rPurchasin0- =
ti
Purchasing Approved Date
05/31/2022
Purchasing Approver
CONSENT
Approval Process
Department Head
RYAN ROSE
DH Approved Date
05/31/2022
`Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
06/06/2022
Originator
JMUNDT
Committed Delivery Date
Expiration Date*
06/01/2023
Contact Type
Contact Email Contact Phone 1
Contact Phone 2
Finance Approver
CONSENT
Legal Counsel
CONSENT
Finance Approved Date Legal Counsel Approved Date
05/31/2022 05/31/2022
I
Tyler Ref #
AG 060622
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