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Home My WebLink About20210594.tiffConi-rat+-47 *F1,1513 MEMORANDUM TO: Esther Gesick, Clerk to the Board Feb 24, 2021 FROM: Ryan Rose, Chief Information Officer SUBJECT: Accela, Inc. NDA Accela, Inc. provides software to Weld County. Weld County uses this software for their Land Management needs. We are currently reviewing their cloud -based solution as an option for Weld County. Accela, Inc. is requesting that we sign a Non -Disclosure Agreement in order for them to share their information. There is no cost for this request and it was reviewed by Legal. We ask that the BOCC approve the agreement as submitted. 3-/-o7 2021-0594 �7-eo �d BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Accela Non -Disclosure Agreement DEPARTMENT: Information Services PERSON REQUESTING: Ryan Rose, CIO DATE: 2/18/2021 Brief description of the problem/issue: Accela, Inc. provides software to Weld County. Weld County uses this software for our Land Management needs. We are currently reviewing their cloud -based solution as an option for Weld County. Accela, Inc. is requesting that we sign a Non -Disclosure Agreement in order for them to share their information. This agreement has been reviewed by Legal. What options exist for the Board? (include consequences, impacts, costa, etc. of options): Signing this agreement will allow Weld County to gain information about their cloud -based environment. Recommendation: We recommend proceeding with this request. ADorove Schedule end ion Work Session Other/Comments: Perry L. Buck Mike Freeman Scott K. James, Pro-Tem Steve Moreno, Chair Lori Seine MUTUAL NON -DISCLOSURE AGREEMENT This Mutual Non -Disclosure Agreement (the "Agreement") is made and entered into as of the date last signed below (the "Effective Date") by and between Accela, Inc., a California Corporation with offices at 2633 Camino Ramon, Suite 500, San Ramon, CA 94583 ("Accela") and the corporation identified in the signature block below ("Company"). Purpose. The parties wish to exchange non-public information to (a) explore a potential business opportunity of mutual interest and benefit between the parties, and (b) if such business relationship is finalized in a definitive agreement, to use such information to fulfill each party's responsibilities thereunder (the "Purpose"). 1. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly in writing, orally, or by inspection of tangible objects (i) that the disclosing party identifies as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself. Confidential Information may also include confidential or proprietary information disclosed to a disclosing party by a third party. 2. Exceptions. Notwithstanding Section 1, Confidential Information shall not include any information which (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public; (ii) was acquired by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as shown by the receiving party's files and records immediately prior to the time of disclosure; (iii) is obtained by the receiving party without restriction as to use or disclosure by a third party authorized to make such disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession. 3. Permitted Use. The receiving party may only use the disclosing party's Confidential Information in connection with the Purpose for the mutual benefit of both parties. The receiving party shall not reverse engineer, disassemble or de -compile any prototypes, software or other tangible objects that embody the disclosing party's Confidential Information unless written consent for such actions is received from the disclosing party. If such a prohibition is not permitted pursuant to applicable law, the receiving party shall provide the disclosing party written notice prior to undertaking any such reverse engineering, and shall give the disclosing party a reasonable amount of time to provide any interface information required by law prior to commencing such reverse engineering. Each Party shall reproduce the other party's proprietary rights and confidentiality notices on any copies, in the same manner in which such notices were set forth in or on the original. 4. Maintenance of Confidentiality. The receiving party will maintain the confidentiality of the disclosing party's Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances. The receiving party will not disclose any of the disclosing party's Confidential Information to employees or to any third parties except to the receiving party's employees, professional advisors, or Affiliate's employees (for the purposes herein, an Affiliate is a corporation that is controlled by, controlling or under common control of the party to this Agreement; and control shall mean ownership of fifty-one (51) percent or more of the stock, shareholder or voting rights in a corporation) who have a need to know such information in connection with the Purpose and have agreed to abide by non -disclosure terms at least as protective of the disclosing party's Confidential Information as those set forth herein. 5. Disclosure Required by Law. In the event the receiving party is required by law or a valid and effective subpoena or order issued by either a court of competent jurisdiction or a governmental body to disclose any of the disclosing party's Confidential Information, the receiving party shall promptly notify the disclosing party in writing of the existence, terms, and circumstances surrounding such required disclosure so that the disclosing party may seek a protective order or other appropriate relief from the proper authority (unless the receiving party is prohibited from doing so by law). The receiving party shall cooperate with the disclosing party in seeking such order or other relief. If the receiving party is nonetheless required to disclose the disclosing party's Confidential Information, it will furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that such Confidential Information will be treated confidentially to the extent possible. Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records. The Parties acknowledge that contractual agreements are typically approved at an open meeting and uploaded to a public facing database. 6. Term. This Agreement shall be effective as of the Effective Date and shall remain in effect for a period of three (3) years. Notwithstanding any termination of this Agreement, all Confidential Information disclosed hereunder shall be protected for five (5) years from the disclosure date unless otherwise excluded under Section 2, 7. No Obligation. Nothing herein shall obligate either party to purchase, sell, license, transfer, or otherwise dispose of any technology, services or products, or to engage in any other business transaction. Each party reserves the right, in its sole discretion, to terminate the discussions concerning the Purpose at any time. 8. Ownership and Limited License. All of the disclosing party's Confidential Information shall remain the sole property of the disclosing party. Nothing in this Agreement is intended to grant any rights to either party under any patent, copyright, trademark or other intellectual property right of the other party, nor shall this Agreement grant either party any rights in or to the other party's Confidential Information except as expressly set forth herein. All grants to any right to use information (or software programs disclosure hereunder) shall be strictly a limited license for the Purpose. 9. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION, AND EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ACCELA, fNC MUTUAL, NDA 10. Return of Materials. All documents and other tangible objects containing or representing the disclosing party's Confidential Information and all copies thereof that are in the possession of the receiving party shall be promptly returned to the disclosing party upon the disclosing party's written request. 11. Export Controls. Receiving party agrees to comply fully with all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations and export laws and regulations ("Export Controls"). Receiving party agrees that it will not export, directly or indirectly, re-export, divert, or transfer the software, any portion thereof or any materials, items or technology relating to disclosing party's business or related technical data or any direct product thereof to any destination, company or person restricted or prohibited by the Export Controls and receiving party represents that it is not such a company or person. 12. Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the disclosing party and the disclosing party's business, and expressly agrees that monetary damages would be inadequate to compensate the disclosing party for any breach by the receiving party of any covenants and agreements set forth herein. Accordingly, each party agrees and acknowledges that any such violation will cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages or posting bond. 13. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the State of Colorado, without reference to conflict of laws principles. Any suit to enforce this Agreement shall be brought exclusively in the State of Colorado and the parties hereby submit to the personal jurisdiction of such courts and waive any venue objection. This document contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties. In the event either party is required to issue a legal notice hereunder, it shall be sent by commercial overnight courier with a signed confirmed receipt to the address listed for each company herein and such notice shall be effective upon receipt. In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution. Neither party may assign this Agreement without the express written consent of the other party, and any prohibited assignment shall be void; provided that either party may assign this Agreement pursuant to a merger, acquisition or sale of all or substantially all of such party's assets except in the event that the proposed assignee is a competitor of the other party. 14. 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, Accela and Company have caused this Agreement to be executed by duly authorized representatives as of the dates set forth below. ACCELA, INC. By: Name: Title: ,r—DocuSigned by: Qom& Ctwity (Author ze Vg MI44os Aaron Haggarty COMPANY: WELD COUNTY By: Name: (Print or Type) Chief Legal officer ACCELA INC MUTUAL NDA Title: Date: Address: (Authorized Signature) Steve Moreno (Print or Type) Chair, Board of Weld County Commissioners MAR 0 12021 1150 "0" Street Greeley, CO 80631 tai-o�9�- Contract Form New Contract Request Entity Information Entity Name* ACCELA Contract Name* ACCELA NDA Contract Status CT6 REVIEW Contract Description* NDA FOR ACCELA, INC. iption 2 Contract Type* NON-D15CL©SURE AGREEMENT Amount* $ 0.00 Renewable* NO Automatic Renewal Entity ID* a,00003293 Department INFORMATION TECHNOLOGY-GIS Department Email CM - I nformationTech nologyGlS weldgov.com Department Head Email CM - I nformationTech nol ogyGl S- DeptHeadaweldgoe.com County Attorney GENERAL COUNTY A I I ORNEY EMAIL County Attorney Email CM- COUNTYA I I ORNEY@WELDG OV.COM If this is a renewal enter previous Contract ID a! nter Contract 1D El Contract ID 4513 Contract Lead* MTRUSLOW New Entity? Contract Lead Email mtruslow.Pco.weld.co.us Requested Bt11CC Agenda Date* 03to1,a2021 Parent Contract ID Requires Board Approval YES Department Project # Due Date 02,`2512621 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in On5ase Contract Dates Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver CONSENT Approv Process Department Head RYAN ROSE DH Approved Date 02;`25/2021 Final Approval ROCC Approved BOCC Signed Date BOCC Agenda Date 03x`01;20.21 Originator MTRUS LOW Review Date* 03/01,12021 Committed Delivery Date Contact Type Contact Email Finance Approver CONSENT Renewal Date Expiration Date* 02/28/2022 Contact Phone 1 Purchasing ApprovedDate 02/2512021 Finance Approved Date 02,/25,12021 Tyler Ref #E AG 03011 Legal Counsel CONSENT Legal Counsel Approved Date 02,x`25.`2021 ne 2 Hello