HomeMy WebLinkAbout20194610.tiffCarter cF l Di+--73LQ O
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: 2023 Software Renewal for PhotoShelter
DEPARTMENT: Information Technology / GIS
PERSON REQUESTING: Ryan Rose
DATE: 10/4/23
Brief description of the problem/issue:
Photoshelter software is used by the County Pubilic Information Office to manage and maintain county owned photographs and videos. This renewal is
for an additional calendar year. The agreement has been reviewed by the County Attorney.
What options exist for the Board?
Renew for an additional year, or schedule a work session to discuss
Consequences:
Would need a new solution to manage media content
Impacts:
Operational impacts to the PIO office.
Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years:
10,999 for the next calendar year
Recommendation:
It is the recommendation of the IT department to renew this software for another calendar year.
Perry L Buck, Pro -Tern
Mike Freeman, Chair
Scott K. James
Kevin D. Ross
Lori Saine
c.one.th- Nexd5--
10/ZS/23
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
/%0743 Z0Iq -4to10
I TOO
DocuSign Envelope ID: 0E85ED33-9D8B-4CE5-AF29-9458F5934BB2
rPhotoShelter
PhotoShelter, Inc.
1 1 1 Broadway, 19th Floor, New York, NY 10006
brandssupport@photoshelter.com
212-206-0808
BILLED TO
Ronna Brinkman
Weld County
1401 N 17th Ave
Greeley, CO
80631
billing.it@co.weld.co.us
SUBSCRIPTIONS
Editor Seat
GB Storage
Single Sign -On
License Alerts
Base Subscription Product - 1 Admin
Quote #:
Creation Date:
Expiration Date:
Q008925
August, 01 2023
October, 02 2023
SOLD TO
Nancy Wonder
Weld County
758 PO Box
Greeley, Colorado
80632
nwonder@woldgov.com
Charge Type
Recurring
Recurring
Recurring
Recurring
Recurring
Annual
Annual
Annual
Annual
Annual
Quantity
5
2.750
1
1
1
Recurring Subtotal: $10,999.00
DocuSign Envelope ID: 0E85ED33-9D8B-4CE5-AF29-9458F5934BB2
TERMS
Recurring Total
Total Contract Value
Start Date
Payment Terms
$ 10,999.00
$ 10,999.00
October, 02 2023
Net 30
Renewal Term: 1 Year
The term of this Order Form shall automatically renew for equivalent to the length of the Initial Term unless either party provides written notice
of its intent to not renew at least thirty (30) days prior to the end of the then -current term.
AU fees are non-refundable. Client may terminate their account at any time by notifying PhotoShelter at brandssupport@photoshelter.com In
all cases, Client will remain obligated to pay any fees for any Services or additional resources incurred prior to termination. In the event of any
outstanding unpaid balance in this account upon such termination. Client shall promptly remit such outstanding amounts to PhotoShelter upon
termination.
Customer —WELD COUNTY PhotoShelter
DocuSigned by:
exTsiermi)(yuk
"--60CDE 1E4D9674B5
(Authorized Signature) (Authorized Signature)
Mike Freeman
Greg Leneveu
(Printed Name) (Printed Name)
Chair,
Board of Weld County Commissions
(Title)
OCT 2 E 2D23
chief Revenue officer
(Title)
10/3/2023
(Date) (Date)
1
2OLQ,L46)Q
Contract Form
Entity Information
Entity Name*
PHOTOSHELTER INC
Entity ID*
@00041388
Contract Name *
2023 ANNUAL RENEWAL FOR PHOTOSHELTER
SOFTWARE
Contract Status
CTB REVIEW
Q New Entity?
Contract ID
7560
Contract Lead *
JMUNDT
Contract Lead Email
jmundt@co.weld.co.us
Contract Description*
2023 ANNUAL RENEWAL FOR PHOTOSHELTER SOFTWARE
Contract Description 2
Contract Type *
AGREEMENT
Amount*
$10,999.00
Renewable *
NO
Automatic Renewal
Grant
IGA
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM-
InformationTechnologyGI
S@weldgov.com
Department Head Email
CM-
InformationTechnologyGI
S-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
RN EY@WEL
DGOV.COM
Parent Contract ID
Requires Board Approval
YES
Department Project #
Requested BOCC Agenda Due Date
Date* 10/19/2023
10/23/2023
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
Review Date"
08/01/2024
Committed Delivery Date
Renewal Date
Expiration Date*
09/30/2023
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
CONSENT 10/19/2023
Approval Process
Department Head Finance Approver Legal Counsel
RYAN ROSE CONSENT CONSENT
DH Approved Date Finance Approved Date Legal Counsel Approved Date
10/19/2023 10/19/2023 10/19/2023
Final Approval
BOCC Approved Tyler Ref #
AG 102523
BOCC Signed Date Originator
JMUNDT
BOCC Agenda Date
10/25/2023
Con+rotc+ T f 13 l Co 7
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Libris by PhotoShelter Service Agreement
DEPARTMENT: Information Technology DATE: September 18, 2019
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
The Public Information Office acquires large amounts of media used to promote Weld County through various
publications and the use of a digital asset management system will provide the ability to organize, secure and
share the images. The Board approved funding for the Photo and Video Storage Management Solution project
(PID-816) through the 2019 budget process.
Three quotes were received with the lowest being Libris from PhotoShelter, Inc. The total cost for a two-year
subscription is $21,998.
The attached service agreement has been reviewed and approved by Karin McDougal.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
Grant authorization for the Chair to sign the agreement which will provide services for a two-year term with an
auto -renewal for an additional two years.
Recommendation:
Weld County IT recommends the Board grant approval for the Chair to sign the attached agreement.
Approve
Recommendation
Sean P. Conway
Mike Freeman, Pro -Tern
Scott K. James
Barbara Kirkmeyer, Chair
Steve Moreno
0_--cr\Set
l01a31I9
Schedule
Work Session
/0-01349
Other/Comments:
2019-4610
-1.7000g-
LIBRIS BY PHOTOSHELTER ACCOUNT SERVICE AGREEMENT
THIS LIBRIS ACCOUNT SERVICE AGREEMENT (this "Agreement") is made on September 18, 2019
between Weld County Government with offices at 1401 N. 17th Avenue Greeley, Colorado 80631
("Client"), and PhotoShelter, Inc., a Delaware Corporation, with offices at 33 Union Square West, 2nd
Floor, New York, New York 10003 ("PhotoShelter"). Capitalized terms not defined herein shall have the
meaning set forth on the Order Form which references this Agreement. The parties agree as follows:
1. DEFINITIONS.
"Libris" means the Libris multi-user digital asset management software and tools provided by
PhotoShelter for purposes such as posting, archiving, editing, managing, organizing, distributing,
accessing and/or selling digital copies of Posted Content, and all software, interfaces, tools, utilities,
templates, forms, and other technologies (and any related intellectual property) relating thereto,
excluding Posted Content.
"Posted Content" means photographs or other content provided by Client through the
Services.
"Site" means PhotoShelter.com.
"Services" means the Libris service and any other services provided by PhotoShelter on the Site
or pursuant to any Order Form.
"Confidential Information" shall mean information disclosed by either Party to the other Party,
including but not limited to the terms and conditions of this Agreement, trade secrets of either
Party, any information relating to either Party's product plans, designs, ideas, concepts,
finances, marketing plans, business opportunities, personnel, research, development or know-
how.
2. PHOTOSHELTER SERVICES; SITE OPERATION.
2.1. Services. PhotoShelter shall use commercially reasonable efforts to operate the Services for Client
in accordance with the applicable Order Form. Subject to the terms and conditions of this Agreement,
PhotoShelter grants Client a non-exclusive, non -transferable license to use and access the Services solely
for (a) Client's internal business purposes and (b) to display, sell and deliver Client's images on the
Services to Client's Registered Users (defined below) in accordance with this Agreement.
2.2. Access and Account Setup. Initial registration will be performed manually by a designated
PhotoShelter Client Services representative. As part of the implementation process, Client will identify
an administrative user name and password that will be used to set up Client's account for the Services,
and Client will need to register one or more individuals as an Account Administrator. Accounts and
GDSVF&H\2068506.9
oZ0/ 9_ 4(,/v
passwords may be used only in accordance with the terms and conditions of this Agreement. To the
extent legally permitted, (a) Client shall be responsible for the acts or omissions of any person who
accesses the Services using passwords or access procedures provided to or created by Client and (b)
Client hereby releases PhotoShelter from any and all liability concerning such transactions or activity.
Client agrees to notify PhotoShelter immediately of any actual or suspected loss, theft or unauthorized
use of its or its Registered Users' (defined below) account or password. Client only plans to have one
Administrator at a time, and shall notify PhotoShelter Client Service representative if the individual
responsible for the Administrator Account terminates employment or changes positions and will
designate a replacement.
2.3. Availability. PhotoShelter will use commercially reasonable efforts to ensure that Libris is available
24 hours a day, 7 days a week. PhotoShelter reserves planned outages of the Services, especially those
requiring downtime, for purposes such as large scale system upgrades and maintenance. PhotoShelter
will notify Client as soon as reasonably practicable of any unplanned outages, and with a minimum of 72
hours before planned outages.
2.4. Site Service and Technical Support. Where needed, PhotoShelter will provide routine phone
support to Account Administrators and Editors, but not to Registered Users, in respect of use of the
Services during PhotoShelter's business hours of Monday through Friday 9:00AM ET to 6:00PM ET,
excluding public holidays in the United States. Client is solely responsible for providing support to its
Registered Users.
2.5. Limitations. PhotoShelter will not be responsible or liable for any failure in the Services resulting
from or attributable to (a) Client Posted Content; (b) failures in telecommunications, network or other
service or equipment outside of the facilities used to host the Services; (c) Client's or any third party's
products, services, negligence, acts or omissions; (d) any cause beyond PhotoShelter's reasonable
control; or (e) scheduled maintenance in accordance with the terms herein (collectively, "Downtime
Exclusions").
2.6. Modifications. PhotoShelter reserves the right to modify or discontinue any Services (in whole or in
part) at any time, provided that PhotoShelter will use commercially reasonable efforts to give thirty (30)
days' prior notice to Client (via email or through the Service) of material changes to the core Services,
and further provided that in the event such modification or discontinuance materially reduces the
functionality of the Services used by Client in accordance with this Agreement, Client may terminate this
Agreement upon at least fifteen (15) days' prior written notice to PhotoShelter.
2.7. Backups. PhotoShelter uses industry standard methods to store and preserve Posted Content,
including performing backups of data in near real-time and by providing geographic server redundancy
in multiple locations, including without limitation Client Posted Content. PhotoShelter strongly
encourages, but does not require Client to perform regular backups of Client's Posted Content.
2.8. Content Removal. PhotoShelter has no obligation to screen or monitor any images, information or
data for any purpose, including without limitation any Posted Content or any other content provided by
GDSVF&H\2068506.9
users or third parties. However, if PhotoShelter becomes aware of or has reason to believe that Client
or any of Client's Posted Content is violating the terms and conditions contained herein or elsewhere on
the Services, PhotoShelter, in its sole discretion, may remove and/or delete the applicable Posted
Content, suspend and/or terminate Client's and/or Client's Registered Users' access to the Services,
and/or pursue any other remedy or relief available to PhotoShelter under equity or law.
2.9. Copyright. PhotoShelter handles copyright infringement claims in accordance with the Digital
Millennium Copyright Act, a copy of which is located at
http://Icweb.loc.gov/copyright/legislation/dmca.pdf.
2.10. International Access. Some jurisdictions may prohibit or restrict the download, storage, display or
viewing of certain images or content or may otherwise limit use of or access to the internet and web -
based services, and in such cases, PhotoShelter cannot guarantee that these jurisdictions will permit the
use of or access to the Site, Services or any content thereon. Client and all Registered Users are
responsible for compliance with the laws of the applicable jurisdiction in which such Client or Registered
Users access the Site or Services. To the extent the Site, Services and content can be legally accessed,
PhotoShelter uses a global Content Delivery Network (CDN) to ensure they can be accessed and viewed
anywhere around the world in accordance with local expectations for internet speed. Furthermore, the
Site and the Services are hosted on computer servers in the United States, and therefore, Client's
information may be processed and stored in the United States. Client's use of the Sites or the Services or
Client's submission of any information, including without limitation any personally identifiable
information, to PhotoShelter will constitute Client's consent to the transfer of Client's information to
PhotoShelter's servers and the use and disclosure of such information in compliance with United States
laws, rules and regulations.
3. LICENSEES AND USER OBLIGATIONS.
3.1. License to Posted Content. Client owns, and as between Client and PhotoShelter, will continue to
own, all Posted Content. This license allows PhotoShelter to take actions such as creating thumbnails
and other various sizes of the images that Client posts and lists on the Site or through the Services,
presenting images in search results on the Services, allowing Registered Users to browse image
collections, or modifying Posted Content so that PhotoShelter's system can fulfill image download
requests in multiple desired sizes to Client's approved Registered Users. PhotoShelter claims no right to
use Posted Content in any manner that goes beyond providing the Services, and PhotoShelter claims no
commercial rights to Posted Content.
3.2. Registered Users. Client will use the Services to distribute Posted Content to only parties which
Client approves ("Registered Users"). Client can choose to grant Registered Users access to Posted
Content by: (1) providing each Registered User with a username and password to access the Posted
Content; (2) password -protecting Client's gallery on the Services that contains the Posted Content and
sharing the password with Registered Users to whom Client wishes to grant access or (3) designating the
Posted Content as publicly viewable or downloadable by anyone, using the applicable feature on the
Services (in both cases any end user who downloads or accesses such Posted Content shall constitute a
GDSVF&H\2068506.9
Registered User). Only Client -appointed Account Administrators and Editors may set up new Registered
Users via the Services for access to Client Posted Content. Client will check and update the Registered
User access permissions regularly to ensure such permissions remain accurate and complete.
PhotoShelter shall have no responsibility or liability for (a) Client's failure to maintain or update
Registered User authorization or (b) any unauthorized use, sharing, or disclosure of any passwords
provided to Registered Users.
4. Provisions for Selling Content via the PhotoShelter Multi -User Account:
4.1. Selling Content. The feature to sell content must be manually activated if Client elects to offer a
portion or all of its Posted Content for licensing or sale as prints and products (Client's "Offered
Content"). In order to post Offered Content, Client will need to obtain a merchant account from one of
the billing services supported by the Services (each a "Billing Service"), such as PayPal, Stripe, TouchNet
or Authorize.net. Please note that the Billing Services supported by the Services may be changed from
time to time at the sole discretion of PhotoShelter, provided that PhotoShelter will notify Client if
PhotoShelter stops supporting the Billing Service currently in use by Client in connection with the
Services. With respect to each image contained in Client' Offered Content, Client will need to select
from a list provided by the Services (a) the category of rights being offered for sale, and (b) the price for
each such category of rights.
4.2. Fees. In the event this sales capability is activated, Client agrees to pay PhotoShelter a fee of 8% of
all completed purchasing transactions that are initiated through the Services ("Transaction Fee"), which
is applied to Client's monthly invoice. In the event that Client chooses to use one of PhotoShelter's third
party fulfillment partners, Client will also be charged for the wholesale cost of printing and shipping,
according to the fee schedule available inside the Client account for the chosen third party fulfillment
partner. PhotoShelter reserves the right to change the Transaction Fee at any time, upon prior notice to
Client. Wholesale costs for printing and shipping may vary over time, and PhotoShelter will provide the
Client with at least 30 days notice when third party prices change.
5. REPRESENTATIONS AND WARRANTIES.
5.1. General. Each party represents and warrants that (a) it has full power and authority, and has
obtained all approvals, permissions and consents necessary, to enter into this Agreement and to
perform its obligations hereunder; (b) this Agreement is legally binding upon it and enforceable in
accordance with its terms; and (c) the execution, delivery and performance of this Agreement does not
and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to
which it is a party or by which it may be bound.
5.2. By Client. Client represents and warrants that (a) Client owns all rights, title and interest in and to
the Posted Content, or has otherwise secured all necessary rights in the Posted Content as may be
necessary to permit the access, use and distribution thereof as contemplated by this Agreement or as
otherwise authorized by Client through the Services, including without limitation to Registered Users
and (b) the Posted Content does not (i) include any virus, worm, Trojan horse or other harmful,
GDSVF&H\2068506.9
malicious or disabling code or device or that is designed to damage or allow unauthorized access to the
Site or Services ("Malware"); (ii) violate, infringe, misappropriate or otherwise interfere with any patent,
copyright, trademark, trade secret, right of privacy or publicity, or any other intellectual property,
proprietary or any other right of any person or entity; (iii) contain any material which is unlawful,
harmful, abusive, hateful, obscene, threatening, libelous or defamatory, false or inaccurate or otherwise
objectionable; (iv) harm minors in any way, including, but not limited to, by violating child pornography
laws, child sexual exploitation laws or any laws prohibiting the depiction of minors engaged in sexual
conduct; or (v) violate any applicable federal, state, local or international law.
5.3 By PhotoShelter
PhotoShelter represents and warrants that (a) it will perform the Services in a professional and
workmanlike manner; (b) the Services will perform substantially in accordance with any documentation
provided by PhotoShelter to Client; (c) it will use industry standard methods to scan the Services and
Content for Malware and to eradicate any found Malware and (d) it will perform its obligations in
compliance with all applicable laws. In the event of any breaches of the warranties set forth in this
Section 5.3, PhotoShelter's sole responsibility, and Client's sole remedy, will be, at PhotoShelter's
discretion, to either (i) re -perform the Services so that they conform or (ii) refund the Client a pro -rated
portion for any fees paid by Client for the non -conforming Services.
6. PROPRIETARY RIGHTS
6.1. Client. Except for the limited rights and licenses expressly granted hereunder, no other license is
granted, no other use is permitted, and Client (and its licensors) shall retain all rights, title and interest
(including all intellectual property and proprietary rights) in and to Posted Content.
6.2. PhotoShelter. Except for the limited rights and licenses expressly granted hereunder, no other
license is granted, no other use is permitted, and PhotoShelter (and its licensors) shall retain all rights,
title and interest (including all intellectual property and proprietary rights) in and to the Services, the
Site and all information, data, materials and content related thereto (excluding Posted Content), and all
modifications and derivative works thereof (again, excluding modifications and derivative works of
Posted Content), as well as all PhotoShelter trademarks, names, and logos, and all rights to patent,
copyright, trade secret and other proprietary or intellectual property rights.
6.3. Restrictions. Except as expressly permitted in this Agreement, Client shall not directly or indirectly
(a) use any of PhotoShelter's Confidential Information (defined above) or proprietary information to
create any service, software, documentation or data that is similar to any aspect of the Services; (b)
disassemble, decompile, reverse engineer or use any other means to attempt to discover any source
code of the Services, or the underlying ideas, algorithms or trade secrets therein; (c) encumber,
sublicense, transfer, rent, lease, time-share or use any portion of the Services in any service bureau
arrangement or otherwise for the benefit of any third party; (d) copy, distribute, manufacture, adapt,
create derivative works of, translate, localize, port or otherwise modify any aspect of the Services; (e)
use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or
GDSVF&H\2068506.9
information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation
of any export control or other laws and regulations of the United States or any other relevant
jurisdiction; or (f) permit any third party to engage in any of the foregoing proscribed acts.
6.4. Feedback. PhotoShelter appreciates all of our users' interest in improving and expanding the
Services. If Client chooses to send to PhotoShelter (through any channel) any content, information,
ideas, suggestions or other materials relating to the Site, Services or PhotoShelter's business
("Feedback"), Client hereby assigns such Feedback to PhotoShelter, and Client agrees that PhotoShelter
is free to use any Feedback, for any purposes whatsoever, including, without limitation, developing and
marketing products and services, without any liability or payment of any kind to Client.
7. PAYMENT; FEES. Unless otherwise specified in an Order Form, through Client's account settings or
as otherwise agreed to by PhotoShelter in writing, Client shall pay to PhotoShelter the fees as set forth
on an Order Form upon its receipt of an invoice from PhotoShelter. PhotoShelter reserves the right to
immediately suspend and/or terminate access to Client's account for late payment or nonpayment.
Upon making payment, Client access to the account would be promptly restored. PhotoShelter reserves
the right to change the fees charged for the Services at any time; provided that if such change applies to
the services Client receives from PhotoShelter, PhotoShelter shall provide Client with reasonable prior
notice of the change, and Client may terminate any outstanding Order Form applicable to the affected
service within fifteen (15) days of receiving such notice from PhotoShelter. Such termination shall be
effective upon the earlier of (a) thirty (30) days from the date Client provides notice of termination or
(b) the first day upon which the new fee becomes effective.
8. TERM; TERMINATION.
8.1. Term. This Agreement shall commence on the effective date set forth on an applicable Order Form
and, unless otherwise indicated on an applicable Order Form, and shall not be continued without a
written agreement signed by both parties after four years from effective date unless terminated
by either party in accordance with the provisions set forth herein prior to the 4 year term.
8.2. Termination. Either party may terminate this Agreement (a) for the other party's material breach
of this Agreement if such breach is not cured within fifteen (15) days of the non -breaching party
providing notice to the breaching party or (b) upon thirty (30) days' written notice to the other party.
8.3. Effect of Termination. Client will remain obligated to pay any fees for any Services or additional
resources incurred prior to termination, and in the event of any outstanding unpaid balance, Client shall
promptly remit such outstanding amounts to PhotoShelter upon termination. Upon termination, Client
may request a copy of all Client Posted Content via CD-ROM or other storage media which is at such
time supported by the Services for a fee of $250 per hour it takes to perform the download and
migration of data, for a minimum of 2 hours, and PhotoShelter shall provide such copy if Client (a) has
satisfied the entire outstanding balance relating to Client's account; (b) paid the fees related to creating
and distributing such copy of Client' Posted Content; and (c) is not in violation of any of the terms and
conditions contained herein. Upon any expiration or termination of this Agreement, all corresponding
GDSVF&H\2068506.9
rights, obligations and licenses of the parties shall cease, except that (i) all obligations that accrued prior
to the effective date of termination (including without limitation, all payment obligations) shall survive
and (ii) the provisions of Sections 1 (Definitions), 2.5 (Limitations), 2.9 (Copyright), 2.10 (International
Access), 6.1 (Proprietary Rights -- Client), 6.2 (Proprietary Rights --PhotoShelter), 6.3 (Restrictions), 6.4
(Feedback), 9 (Third Party Services), 10 (Indemnification), 11 (Disclaimer of Warranties and Limitation on
Liability), 12 (Miscellaneous) and this Section 8.3 (Effects of Termination) shall survive.
9. THIRD PARTY SERVICES. The purchase of any services provided by third parties through the
Services ("Third Party Services"), including without limitation any fulfillment services for orders of
Posted Content, image tracking services, website templates, analytics packages, or ancillary photo
editing or processing services, is at Client's own risk. Client acknowledges and agrees that (a) any
transaction with a Third Party Service provider ("Third Party Service Provider") is solely between Client
and the applicable Third Party Service Provider; (b) any content transmitted by Client to any Third Party
Service Provider is at Client's own risk; (c) PhotoShelter does not make any representation or warranty
about any Third Party Services or Third Party Service Providers; and (d) PhotoShelter will not be
responsible or liable for any aspect of any transaction between Client and any Third Party Service
Provider. PhotoShelter will endeavor to provide notification when a service is a Third Party Service.
10. INDEMNIFICATION. To the extent permissible by Colorado law, each party agrees to indemnify and
hold harmless the other party and each of the other party's directors, officers, shareholders, employees
or members from and against any and all allegations, third party claims, demands, suits, actions or other
proceedings and any corresponding liabilities, costs, settlement amounts, expenses (including
reasonable attorney's fees) or other losses paid to third parties arising from or relating to (i) such party's
material breach of any of its representations or warranties set forth herein or (ii) in the case of Client as
the indemnifying party, to Client's or its Registered Users' use of the Services and/or any material or
content, including without limitation Posted Content or content provided by other users or third parties,
it or they submit, download, post or transmit through the Services.
11. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY.
11.1. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, , PHOTOSHELTER
HEREBY DISCLAIMS ALL OTHER WARRANTIES, ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, RELATING TO THE SITE AND THE SERVICES (INCLUDING ALL CONTENT
THEREON) AND CLIENT'S USE THEREOF, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE AND NON -
INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN
SUCH JURISDICTIONS, THE AFOREMENTIONED DISCLAIMERS MAY NOT APPLY TO CLIENT.
11.2. LIMITATION ON LIABILITY. EXCEPT FOR BREACHES OF CONFIDENTIALITY AND
INDEMNIFICATION OBLIGATIONS HEREUNDER, AND FOR OTHER CLAIMS TO THE EXTENT ALLOWED BY
COLORADO LAW, NEITHER PARTY SHALL BE LIABLE CONCERNING THE SITE, SERVICES OR ANY CONTENT,
REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE), FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL
GDSVF&H\2068506.9
DAMAGES; (B) COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR (C) DAMAGES
THAT IN THE AGGREGATE EXCEED THE FEES PAID OR PAYABLE THE AGREEMENT. SOME JURISDICTIONS
DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, SO THE FOREGOING MAY NOT APPLY.
12. MISCELLANEOUS.
12.1. Governing Law. Any disputes arising out of or relating to this Agreement or use of the
Services shall be resolved in accordance with the laws of the State of Colorado, without regard to its
conflict of law rules. PhotoShelter and the Client hereby consent to the state and federal courts of Weld
County, Colorado for all disputes arising from or relating to this Agreement or access to or use of the
Site and/or Services.
12.2. Entire Agreement. This Agreement constitutes the entire agreement between Client and
PhotoShelter with respect to the subject matter hereof. This Agreement replaces all prior or
contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof.
12.3. Assignment. This Agreement and the rights and obligations hereunder may not be assigned,
in whole or in part, by either party without the other party's written consent, not to be unreasonably
withheld. However, without consent, either party may assign this Agreement to any successor to all or
substantially all of its business or assets which concerns this Agreement (whether by sale of assets or
equity, merger, consolidation or otherwise). This Agreement shall be binding upon, and inure to the
benefit of, the successors, representatives and permitted assigns of the parties hereto.
12.4. Notice. Any notice that is required or permitted by this Agreement shall be in writing and
shall be deemed effective upon receipt, when sent by confirmed e-mail to support@photoshelter.com
or when delivered in person by nationally recognized overnight courier or mailed by first class,
registered or certified mail, postage prepaid, to, 33 Union Square West; 2nd Floor; New York, NY 10003
(in the case of PhotoShelter) or to the email address or physical address, as applicable, set forth on an
applicable Order Form (for Client).
12.5. Modification and Waiver. No change, consent or waiver under this Agreement will be
binding on either party unless made in writing and physically signed by an authorized representative of
such party. 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, and the exercise of one right or remedy will not
be deemed a waiver of any other right or remedy.
12.6. Interpretation. Headings used in this Agreement are for convenience only and have no legal
or contractual significance.
12.7. Severability. If any provision of this Agreement is determined to be illegal or unenforceable,
that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will
otherwise remain in full force and effect and enforceable.
GDSVF&H\2068506.9
12.8. Remedies. Except as specifically provided otherwise herein, each right and remedy in this
Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the
event of any breach or threatened breach of Section 5 (Proprietary Rights) or 6 (Confidentiality), the
non -breaching party will suffer irreparable damage for which it will have no adequate remedy at law.
Accordingly, the non -breaching party shall be entitled to injunctive and other equitable remedies to
prevent or restrain such breach or threatened breach, without the necessity of posting any bond.
12.9. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be an original, but taken together constituting one and the same instrument. Execution of a
facsimile (e.g., .pdf or electronic signature) copy shall have the same force and effect as execution of an
original, and a facsimile signature shall be deemed an original and valid signature.
12.10 Governmental Immunity. No term or condition of this contract shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or
other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or
hereafter amended.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement thisoZ3/ay of
210,2r , 2019.
CONTRACT PROFESSIONAL:
PhotoShelter
By: ( /; , Date 09/18/2019
Name: Andrew german
Title: CEO
WELD COUNTY:
ATTEST:
BY:
Wea,A4A) Jdeso;oe
)Clerk to the Board
Deputy Cl :f k to the B
GDSVF&H\2068506.9
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ALAI
arbara Kirkmeyer! Chair
OCT 23 2019
O.O/9- 4Lo/0
LIBRIS BY PHOTOSHELTER ORDER FORM
End of Month Expiration: 9/31/2019
Client Name
Address
Phone
Client Contact
Accounts Payable Contact
Weld County
Information Technology PO Box 758 Greeley, CO 80632
(970) 400-4000
Nancy Wonder nwonder@weldgov.com
Ronna Brinkman Billing.IT@weldgov.com
PhotoShelter Contact
Jesse Curran jesse@photoshelter.com
Account Level
Libris
Term
Initial Term (period following the Effective Date):
D 24 months
The term of this Order Form shall automatically renew for
successive terms equivalent to the length of the Initial
Term, unless either party provides written notice of its
intent to not renew at least thirty (30) days prior to the end
of the then -current term.
Effective Date
09/19/2019
Storage
3 Terabytes
Seats
1 Administrator seat
1 Editor + Tagger seats
Unlimited Invited Users and Contributors
Bandwidth
Unlimited
Payment Period
Annual
Payment Method
El Invoice
Payment Term
An invoice will be generated upon commencement of
Services and on each anniversary date thereafter. Payment
is due upon receipt of an invoice from PhotoShelter.
Fees
Subscription Fees: $9,999 annually, billed upfront in
advance
• Libris: $9,999/yr
• Set Up w/ SSO: $2,000 one time
GDSVF&H\2068506.9
Total Upfront: $21,998
Optional Additional Editor / Tagger Seats: $600 per year
per seat
Optional Additional Storage Fees: $1,000 per year per
additional terabyte
Optional Hard Drive Upload Fees: Upon Client' request, a
hard drive may be manually uploaded by PhotoShelter to
populate the online archive with images. The fee for
manual hard drive uploads is $250 per device, up to 1 TB.
Each additional TB is $100.
If Applicable, Sales Transaction Fees: If activated, the sales
transaction fee for image sales initiated via the
PhotoShelter system is 8%. This fee is billed on a monthly
basis to a credit card on file, regardless of the Client's
annual or monthly term for subscription fees.
All fees are non-refundable. Client may terminate their
account at any time by notifying PhotoShelter at
support@photoshelter.com. In all cases, Client will remain
obligated to pay any fees for any Services or additional
resources incurred prior to termination. In the event of any
outstanding unpaid balance in this account upon such
termination, Client shall promptly remit such outstanding
amounts to PhotoShelter upon termination.
GDSVF&H\2068506.9
Entity Name*
PHOTOSHELTER INC
Entity ID*
@00041338
Contract Name*
LIBRIS BY PHOTOSHELTER SERVICE AGREEMENT
Contract Status
CTB REVIEW
❑ New Entity?
Contract ID
3167
Contract Lead*
NWONDER
Contract Lead Email
nwoncler@co.weld.co .cry.us
Parent Contract ID
Requires Board Approval
YES
Department Project
PID-816
Contract Description*
DIGITAL ASSET MANAGEMENT SUBSCRIPTION FOR PHOTO AND VIDEO STORAGE WITH 2 YR TERM AND AUTO RENEWAL
FOR ADDITIONAL 2 YRS. SCHEDULED TO BE REVIEWED AT END OF 4TH YR
Contract Description 2
Contract Type
AGREEMENT
Amount *
521 ,998.00
Renewable'
YES
Automatic Renewal
YES
Grant
NO
IGA
NO
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM -
I nfr rmationTec h nologyGIS@w
eldgov.com
Department Head Email
CM-inforrnationTechnologyGl S-
DeptH ead@veldgov.com
County Attorney
GENERAL COUNTY
A I I ORNEY EMAIL
County Attorney Email
CM-
COUNTYA:TTORNEY@WELD
GOV
Requested BOCC Agenda
Date*
1 0/07/2019
Due Date.
10/03/2019
Will a work session with BOCC be requ
NO
Does Contract require Purchasing Dept. to be included?
NO
If this is a renewal enter previous Contract. ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnBase
Effective Date.
09/30/2019
Termination Notice Period
Review Date*
08/01/2023
Committed Delivery Date
Renewal Date*
09/30/2021
Expiration Date
Contact info
Contact Name
JESSE CURRAN
KEVIN DAVIS
Purchasing
Purchasing Approver
CONSENT
Department Head
RYAN ROSE
Finance Approver
CONSENT
DH Approved Date
10/18/2019
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
10/23/2019
Originator
NWONDER
Contact Type
PRIMARY
SECONDARY
Contact Emai I
JESSE c@PHOTOSHELTERCOM
KDAVIS@PHOTOSHE LTER..C OM
Contact Phone 1
(212) 206-0808 X3326 (802) 355-9644
(212) 206-0808 EXT 3307
Purchasing Approved Date
10/18/2019
Finance Approved Date
10/18.12019
Tyler Ref
AG 102319
Legal Counsel
CONSENT
Contact Phone 2
Legal Counsel Approved Date
10/18/2019
Hello