HomeMy WebLinkAbout20212709BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS AROUND TITLE: Tyler Technologies Non -Disclosure Agreement
DEPARTMENT: Information Technology
PERSON REQUESTING: Ryan Rose
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DATE:08/18/2021
Brief description of the problem/issue:
The Information Technology department, along with members of the ERP team have started conducting demos
to review potential solutions in preparation for RFP. We have requested that the demos be recorded and shared
with us to reference back to and share with members of the team who were not in attendance. A NDA (Non-
disclosure agreement) must be signed to obtain a copy of the recorded demo.
Gabe Kalousek has reviewed and approved the agreement.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
IT is requesting authorization for the Chair to sign the agreement to ensure that all members of the ERP team
are equally informed and up to speed on all potential solutions.
Recommendation:
Weld County IT recommends that the Board grant approval for the Chair to sign the attached agreement.
Approve Schedule
Recommendation Work Session
Perry L. Buck
Mike Freeman
Scott K. James, Pro-Tem
Steve Moreno, Chair
Lori Saine
convit+129eAdh-
Other/Comments:
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2021-2709
t
Karla Ford
From:
Sent:
To:
Cc:
Subject:
Approve
Sent from my iPhone
Mike Freeman
Wednesday, August 25, 2021 3:03 AM
Steve Moreno
Karla Ford
Re: Please Reply - Tyler Technologies Non Disclosure Agrmt (IT)
On Aug 24, 2021, at 5:26 PM, Steve Moreno <SMORENO@weldgov.com>wrote:
Approve
Sent from my iPhone
On Aug 24, 2021, at 2:17 PM, Karla Ford <kford@weldgov.com>wrote:
Please advise if you approve recommendation. Thank you.
Karla Ford
Office Manager, Board of Weld County Commissioners
1150 O Street, P.O. Box 758, Greeley, Colorado 80632
:: 970,330-7204 :: fiord@weldgov.com :: www,weldgov.com
**Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.*
<image001.jpg>
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-
mail and destroy the communication, Any disclosure, copying, distribution or the taking of any action concerning the
contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: CM103-05550@co.weld.co.us <CM103-05550@co.weld.co.us>
Sent: Tuesday, August 24, 2021 3:14 PM
To: Karla Ford <kford@weldgov.com>
Subject: Attached Image
<3945_001. pdf>
•
•<.. tyler
• technologies
CONFIDENTIALITY & NON -DISCLOSURE AGREEMENT
This Confidentiality & Non -Disclosure Agreement ("Agreement") is made this l GJ day of zp4:, 2021
between Tyler Technologies, Inc., with offices at 1 Tyler Drive, Yarmouth, Maine 04096 ("Tyler") and
Weld County, with offices at 1150 O St., Greeley, CO 80632 (the "Client"), with Tyler and the Client also
being referred to individually herein as a "Party," and collectively as the "Parties."
WHEREAS, Tyler may disclose Confidential Information, as hereinafter defined, to the Client during a
recorded demonstration provided in connection with Tyler's response to a Client Request for Proposal;
and
WHEREAS, the Parties may thereafter continue to exchange Confidential Information during the
proposal evaluation process; and
WHEREAS, whereas each Party desires to protect its Confidential Information.
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
L Confidential Information. As used in this Agreement, "Confidential Information" means all
information of the Parties, in whatever form transmitted, including but not limited to Tyler's
recorded demonstration, that:
A. is not generally known to the public, whether of a technical, business or other nature
including, without limitation any and all intellectual property rights either Party holds in
and to its software, services and/or documentation, including patents, copyrights, and
trademarks and trade secrets;
B. is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving
Party") or that is otherwise learned by the Receiving Party in the course of its
discussions or business dealings with, or due to its physical or electronic access to the
premises or property of, the Disclosing Party; and/or
C. has been identified as being proprietary and/or confidential, or that would reasonably
be deemed to be proprietary and/or confidential based upon the nature of the
circumstances surrounding its disclosure or receipt.
II. Exceptions. "Confidential Information" does not include information which
A. becomes generally available to the public other than as a result of a disclosure by the
Receiving Party;
B. was available to the Receiving Party on a non -confidential basis prior to its receipt by
the Receiving Party;
C. becomes available to the Receiving Party on a non -confidential basis from a source
other than the Disclosing Party, its representatives or its agents, provided that such
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1
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source is not bound by a confidentiality agreement with the Disclosing Party, its
representatives or its agents or otherwise is prohibited from transmitting the
information to the Receiving Party by a contractual, legal or fiduciary obligation; or
D. was independently developed by the Receiving Party without access to or the benefit of
the Confidential Information.
III. Use of Confidential Information. The Receiving Party, except as expressly provided in this
Agreement, will not disclose Confidential Information to anyone without the Disclosing Party's
prior written consent. In addition, the Receiving Party will not use, or permit others to use,
Confidential Information for any purpose other than for the limited purpose or purposes for
which the disclosure of the Confidential Information is originally made. Permitted use of Tyler's
recorded demonstration is exclusively limited to the Client's internal reference for the
purposes of evaluating proposal responses. Permitted use of other Confidential Information
under this Agreement may include disclosure of that other Confidential Information to
employees or representatives of the Receiving Party provided, however, that the Receiving Party
informs such person or persons of this Agreement and will be responsible for any breach of this
Agreement by such person or persons.
IV. Exportation. Neither Party shall export, directly or indirectly, any technical data acquired from
the other Party pursuant to this Agreement or any product utilizing any such data to any country
for which the United States government or any agency thereof at the time of export requires an
export license or other governmental approval without first obtaining such license or approval.
V. Public Records or Governmental Request. Should the Receiving Party receive a public records
request, or otherwise be directed by any governmental authority to disclose any or all of the
Disclosing Party's Confidential Information, the Receiving Party shall promptly provide notice to
the Disclosing Party of such request to allow the Disclosing Party an opportunity to prevent such
disclosure in accordance with applicable law.
VI. Ownership of Confidential Information. All Confidential Information will remain the exclusive
property of the Disclosing Party, and the Receiving Party will have no rights, by license or
otherwise, to use the Confidential Information except as expressly provided herein or in a
separate written agreement specifically granting such rights.
VII. Protection of Confidential Information. The Receiving Party will take all reasonable measures
to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at
a minimum, those measures it takes to protect its own confidential information, and, in any
event, at least in a manner considered commercially reasonable.
VIII. Unauthorized Disclosure. The Receiving Party shall immediately notify the Disclosing Party
upon the discovery of any loss or unauthorized disclosure or use of the Confidential Information
of the Disclosing Party.
IX. Injunctive Relief. Each Party acknowledges and agrees that a breach by it or one of its affiliates,
employees or representatives of any of the covenants set forth in this Agreement will cause
irreparable injury to the other Party and its business for which damages, even if available, will
not constitute an adequate remedy. Accordingly, each Party, for itself and its affiliates,
employees and representatives, agrees that the other Party, in addition to any other remedy
••:':� tyler
2
available at law or in equity, shall be entitled to the issuance of injunctive relief (including,
without limitation, specific performance) by a court of competent jurisdiction in order to
enforce the covenants and agreements contained herein. Nothing herein shall constitute a
waiver of any immunity afforded the Client.
X. RESERVED.
Xl. Non -waiver. Any failure by either Party to enforce performance of any provision of this
Agreement will not constitute a waiver of its right to subsequently enforce such provision or any
other provision of this Agreement.
XII. No Trading in Tyler Common Stock. The Client acknowledges that Tyler is a publicly -traded
company listed on the New York Stock Exchange, and therefore agrees that any material,
nonpublic Confidential Information regarding Tyler that is disclosed to the Client may not be
used as a basis for trading in Tyler stock by the Client or its representatives.
XIII. Assignment. Neither Party may assign this Agreement or any rights or obligations hereof
without the prior written consent of the other Party, and any attempted assignment without
such consent shall be null, void, and of no effect. Notwithstanding the foregoing, Tyler may
without the prior written consent of the Client, assign the contract in its entirety to the surviving
entity of any merger or consolidation or to any purchaser of substantially all of Tyler's assets.
XIV, Survival. The Receiving Party's obligations under this Agreement shall survive termination or
expiration of this Agreement and shall be binding upon the Receiving Party's heirs, successors,
and assigns, as applicable.
XV. Notices. All notices or communications required or permitted as a part of this Agreement shall
be in writing (unless another verifiable medium is expressly authorized) and shall be deemed
delivered when:
A. actually received,
B. upon receipt by sender of a certified mail, return receipt signed by an employee or
agent of the Party,
C. upon receipt by sender of proof of email delivery, or
D. if not actually received, ten (10) days after deposit with the United States Postal Service
authorized mail center with proper postage (certified mail, return receipt requested)
affixed and addressed to the respective other party at the address set forth in this
Agreement or such other address as the Party may have designated by notice or
Agreement amendment to the other Party.
Consequences to be borne due to failure to receive a notice due to improper notification by the
intended Receiving Party of a new address will be borne by the intended Receiving Party. The
addresses of the Parties to this Agreement are as follows:
Tyler Technologies, Inc.
1 Tyler Drive
Yarmouth, ME 04096
Attention: Chief Legal Officer
3
Weld County
1150 O Street
Greeley, CO 80632
Attention:
•;:. tyler
XVI. Cumulative Nature of Obligations. Each Party's obligations hereunder are in addition to, and
not exclusive of, any and all of its other obligations and duties to the other Party, whether
express, implied, in fact or in law.
XVII. Governing Law. This Agreement will be governed by, and construed in accordance with, the
substantive laws of the State of Colorado, without giving effect to any conflicts -of -law rule or
principle that might require the application of the laws of another jurisdiction.
XVIII. Jurisdiction & Venue. Any judicial proceeding brought by or against any of the Parties to this
Agreement on any dispute arising out of this Agreement or any matter related hereto shall be
brought exclusively in a Colorado federal or state court of competent jurisdiction. By execution
and delivery of this Agreement, each of the Parties to this Agreement accepts for itself the
exclusive jurisdiction and venue of the aforesaid courts, and irrevocably agrees to be bound by
any final non -appealable judgment rendered in connection with this Agreement. Each Party
expressly waives any objection (including, without limitation, objections based on forum non
conveniens) which any Party may have now or hereafter to the laying of venue or to the
jurisdiction of any such suit, action, or proceeding, and irrevocably submits generally and
unconditionally to the jurisdiction of any such court in any such suit, action, or proceeding. Each
Party hereby agrees that in connection with any such suit, action, or proceeding, service of
process may be accomplished by certified mail, return receipt requested, to the president,
managing partner, or other appropriate official at the address set forth in the Notices section
above.
XIX. Severability. If any term or provision of this Agreement or the application thereof shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement or the application of such
term or provision to persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this Agreement
shall be valid and enforced to the fullest extent permitted by law.
XX. Amendment. This Agreement may only be modified by written amendment signed by
authorized representatives of both Parties.
XXI. Counterparts. This Agreement may be executed in one or more counterparts, each of which will
be deemed an original and all of which will constitute one and the same Agreement.
XXII. Term and Termination. This Agreement is intended to cover Confidential Information disclosed
or received by either Party prior or subsequent to the date of this Agreement. Unless otherwise
earlier terminated, this Agreement automatically will expire five (5) years from the date first
written above; provided, however, that each Party's obligations with respect to the other Party's
Confidential Information disclosed or received prior to termination or expiration will survive
until such Confidential Information ceases to be confidential.
XXIII. Return of Materials. Upon termination or expiration of this Agreement, or upon receipt of
written request from the Disclosing Party, the Receiving Party shall promptly return to the
Disclosing Party all documents or other tangible materials representing the Disclosing Party's
Confidential Information, including any copies made thereof.
%Cie. tyler
4
XXIV. Entire Agreement. This Agreement represents the entire agreement of the Client and Tyler with
respect to the subject matter hereof, and supersedes any prior agreements, understandings,
and representations, whether written, oral, expressed, implied, or statutory. The Client hereby
acknowledges that in entering into this Agreement it did not rely on any information not
explicitly set forth in this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this A reement to be executed by a
duly authorized representative to be effective as of thiATn
sday ofy� , 2021.
Tyler Technologies, Inc.
By: .L.e/J
Na e: Jisel Lopez
Title: Senior Corporate Attorney
Date August 16, 2021
WELD COUNTY: �C
ATTEST: v•Jcif4;eA BOARD OF COUNTY COMMISSIONERS
lerk to the Board WELD COUNTY, COLORADO
BY:
Deputy Cler
5
Steve Moreno, Chair SEP 1 5 2021
PP: * AS TO SUBST
Chi -;'n ormation Officer
•1 . tyler
020o'1 -27°'
11.00 A M
1 30 PM
200 P.M
300 PM
4.00 PM
500 PM
630 PM
'RESILIENCE &
Wednesday, September 15, 2021
Conference Check -in
RAFT
Kickoff
Eva J Henry, Chair, Adams County Commissioner
Raymond H Gonzales, Adams County Manager
Nancy Duncan, Budget & Finance Director, Adams
County
2022 10 -County Budget Round Table
Nancy Duncan, Budget & Finance Director, Adams
County
A Visualization of the CARES Act Funding
Raymond H Gonzales, Adams County Manager
Doug DeBord, Douglas County Manager
American Rescue Plan Act of 2021 and Emergency
Rental Assistance
Crestina Martinez, Long -Term Recovery & Major
Initiatives Director, Adams County
Mix & Mingle: A Casual Social prior to Dinner
Bon Appetit - Dinner under the Stars
ADAMS • ARAPAHOE • BOULDER • DOUGLAS • EL PASO
JEFFERSON • LARIMER • MESA • PUEBLO • WELD
Conference Host
ADAMS COUNTY
COLORADO
Thursday, September 16, 2021
Breakfast Buffet
r
800 AM
900 AM
915AM
1000 A M
1015AM
1115AM
1130AM
115 P M
130 PM
230 PM
300 P M
430 PM
500 P M
DRAFT
The Opening. Day 2
Eva J Henry, Chair, Adams County Commissioner
Raymond H Gonzales, Adams County Manager
Nancy Duncan, Budget & Finance Director, Adams
County
Diversity, Equity & Inclusivity: A Pay Equity Study
Pete Luke, Compensation & HRIS Manager, Adams
- County
Wellness Break
An Innovative Approach to Gravel Roads
Brian Staley, Public Works Director, Adams County
Jeremy Reichert, Operations Manager, Adams County
Wellness Break
Economic Update on U.S and Colorado
Nicholas Sly, Assistant Vice President and Denver
Branch Executive, Federal Reserve Bank (Invited)
Wellness Break
Partnering for Success Inspiring Performance and Engagement
Tern Lautt, Director of People, Adams County
Debbie Hearty, Director of Culture, Adams County
Wellness Break
County Manager's Perspective
• Adams • Douglas • Jefferson • Lamer • Mesa • Pueblo
Tri-County Health Department 2022 Budget Discussion
• Adams • Arapahoe • Douglas County
Metro Area County Commissioners' Monthly Meeting
ADAMS • ARAPAHOE • BOULDER • DOUGLAS • EL PASO
JEFFERSON • LARIMER • MESA • PUEBLO • WELD
Conference Host
ADAMS COUNTY
COLORADO
Friday, September 17, 2021
8:00 A M
9.00 A.M.
915AM.
1015 A M
1130AM.
Overcoming challenges and breaking
through innovation and creativity.
FT
Breakfast Buffet — Check Out
Final Day!
Eva J Henry, Chair, Adams County Commissioner
Raymond H. Gonzales, Adams County Manager
Nancy Duncan, Budget & Finance Director, Adams
County
Capital Improvement Process Breakthrough
Marc Osborne, Deputy Budget Director, Adams
County
Mark Kluth, Senior Capital Improvement Plan
Analyst, Adams County
The Growing Homelessness Crisis: A Plan of Action
Jenni Grafton, Community & Economic Development
Director, Adams County
Matt Rivera, Community Safety & Well -Being
Director, Adams County
Passing of the Torch
Eva J Henry, Chair, Adams County Commissioner
Raymond H. Gonzales, Adams County Manager
ADAMS • ARAPAHOE • BOULDER • DOUGLAS • EL PASO
JEFFERSON • LARIMER • MESA • PUEBLO • WELD
Contract Form
Entity Information
New Contract Request
Entity Name* Entity ID *
TYLER TECHNOLOGIES, INC EAGLE ^00000820
DIVISION
Contract Name*
TYLER TECHNOLOGIES NON-DISCOLOSURE AGREEMENT
Contract Status
CTB REVIEW
❑ New Entity?
Contract ID
5234
Contract Lead*
MKERKSIEK
I EK
Contract Lead Email
mkerksiekgco.weld.co.us
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
THE INFORMATION TECHNOLOGY DEPARTMENT, ALONG WITH MEMBERS OF THE ERP TEAM DEMO'D THE TYLER PRODUCT AS
A PART OF OUR RFI PROCESS. IN ORDER TO RECEIVE A COPY OF THE DEMO FOR REFERENCE, WE MUST SIGN A NON-
DISCLOSURE AGREEMENT.
Contract Description 2
Contract Type
AGREEMENT
Amount
$0.00
Renewable*
NO
Automatic Renewal
NO
Grant
NO
IGA
NO
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM-
InformatianTechnologyGISg
weldgov.com
Department Head Email
CM-
InformationTechnologyGIS-
DeptHeadwweldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM -
C OU NTYATTO RN EY MELDG
OV.COM
Requested BQCC Agenda
Date*
09208/2021
Due Date
09,,04:2021
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 RASA 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
09/08;'2021
Termination Notice Period
Contact Information
Review Date k
09'07;2022
Committed Delivery Date
Contact Info
Contact Name Contact Type Contact Email
MADDIE MCCAMBRIDGE PRIMARY MADDIE.MCCAMBRIDGETYLERTECH.COM 206-669-1473
Renewal Date
Expiration Date*
09/07,/2022
Purchasing
Purchasing Approver
CONSENT
Approval Process
Department Head
RYAN ROSE
DH Approved Date
09/13/2021
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
09:1512021
Originator
MKERKSIEK
Finance Approver
CONSENT
Contact Phone 1 Contact Phone 2
Purchasing Approved Date
09;13;'2021
Finance Approved Date
09,E 13, 202 1
Tyler Ref #
AG091521
Legal Counsel
CONSENT
Legal Counsel Approved Date
09/13,`2021
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