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Home My WebLink About20212977.tiff£IDj2r1.,-rtac+ SO # 533Co BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: CentralSquare 3rd party "ESO" cut over DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose DATE: 9/29/2021 Brief description of the problemlissue: This Services Payment Agreement is for a one-time cost of $1,990 to migrate an existing Spillman interface for ESO to our new CAD solution CentralSquare. This interface allows us to continue sending CAD data to ESO for Greeley Fire and Platteville Gilcrest Fire. This agreement was reviewed by Karin McDougal lc°Fpr R o t o r ef s M A n40 r vivov "t - What options exist for the Board? (include consequences, impacts, costs, etc. of options): Grant authorization for the Chair to sign the agreement so we can continue to send CAD data to ESO when we switch to the new CAD Not sign the agreement and provide direction on how to move forward Recommendation: Weld County IT recommends the board grant approval for the Chair to sign the agreement Approve Recommendation Perry L. Buck Mike Freeman Scott K. James, Pro-Tem Steve Moreno, Chair Lori Saine Conseni- ATA-)66, Schedule Work Session Other/Comments: oxzetot /0/0.20A14 2021-2977 ZTOOI.O SERVICES PAYMENT AGREEMENT E This Services Payment Agreement (the "Agreement") is entered into this day of 0!ii-. ("Effective Date") by and between ESO SOLUTIONS, INC., a Texas corporation with its principal place of business at 11500 Alterra Pkwy, Ste 100, Austin, Texas 78758 ("ESO"), and Weld County Government , with its principal place of business at 1150 O St Greeley Colorado 80631 ("Billing Agent") (each a "Party" and collectively the "Parties"). WHEREAS, ESO is in the business of providing software services (the "Services") to businesses and municipalities; and WHEREAS, Billing Agent is in the business of providing billing and collection services to Greeley Fire Department, with its principal place of business at 1155 10th Ave Greeley, Colorado 80631 ("Customer") and Billing Agent agrees to pay all or a portion of the Services on behalf of Customer, all upon the terms and conditions set forth herein; NOW, THEREFORE, for and in consideration of the agreement made, and the payments to be made by Billing Agent, the Parties mutually agree to the following: 1. Services. ESO agrees to provide Customer the Services selected by Billing Agent on Exhibit A attached hereto and incorporated by reference herein. Billing Agent acknowledges that Services purchased hereunder are neither contingent on the delivery of any future functionality or future features, nor dependent on any oral or written public comments made by ESO regarding future functionality or future features. 2. Term. The Term of this Agreement shall commence on the Effective Date and shall terminate one year after the Effective Date ("Initial Term"). 3. Subscription Fees, Invoices and Payment Terms. a. Subscription Fees. Billing Agent shall pay to ESO the fees for the Services as described in Exhibit A (the "Subscription Fees"). ESO may evaluate the Customer's usage and adjust Billing Agent's invoice based on changes in the Customer usage as indicated in Exhibit A. ESO shall have the option to increase pricing, except during the Initial Term, as long as it provides at least sixty (60) days' notice of such increase to Billing Agent prior to automatic renewal under Section 2 above. b. Payment of Invoices. Billing Agent shall pay the full amount of invoices owed by it as provided in Exhibit A within thirty (30) days of receipt (the "Due Date"). Billing Agent is responsible for providing complete and accurate billing and contact information to ESO and to notify ESO of any changes to such information. c. Disputed Invoices. If Billing Agent in good faith disputes a portion of an invoice, Billing Agent shall remit to ESO, by the Due Date, full payment of the undisputed portion of the invoice. In addition, Billing Agent must submit written documentation: (i) identifying the disputed amount, (ii) an explanation as to why the Billing Agent believes this amount is incorrect, (iii) what the correct amount should be, and (iv) written evidence supporting Billing Agent's claim. If Billing Agent does not notify ESO of a disputed invoice by the Due Date, Billing Agent shall have waived its right to dispute that invoice. Any disputed amounts determined by ESO to be payable shall be due within ten (10) days of such determination. 4. Termination. a. Termination by Billing Agent for ESO Default. If ESO fails to perform a material obligation under this Agreement and does not remedy such failure within thirty (30) days following written notice from Billing Agent ("ESO Default"), Billing Agent may terminate this Agreement without incurring further liability, except for the payment of all accrued but unpaid Subscription Fees. If ESO is unable to provide Service(s) for ninety (90) consecutive days due to a Force Majeure event as defined in Section 16a, Force Majeure, Billing Agent may terminate the affected Service(s) without liability to ESO. If Customer terminates the Subscription Agreement with ESO for cause, Billing Agent may terminate this Agreement immediately or if for any other reason the Subscription Agreement is terminated, Billing Agent may terminate this Agreement without notice and without incurring further liability, except for the payment of all accrued but unpaid Subscription Fees. b. Termination by ESO for Billing Agent Default. ESO may terminate this Agreement with no further liability if (i) Billing Agent fails to pay for Services as required by this Agreement and such failure remains uncorrected for five (5) days following written notice from ESO, or (ii) Billing Agent fails to perform any other material obligation under this Agreement and does not remedy such failure within thirty (30) days following written notice from ESO (collectively referred to as "Billing Agent Default"). In the event of a Billing Agent Default, ESO shall have the right to (i) terminate this Agreement; (ii) suspend all Services being provided to Customer; (iii) terminate the right to use the Software on the web and/or mobile devices; (iv) apply interest to the amount past due, at the rate of one and one-half percent (1'/%) (or the maximum legal rate, if less) of the unpaid amount per month; (v) offset any amounts that are owed to Billing Agent by ESO against the past due amount then owed to ESO; and/or (vi) take any action in connection with any other right or remedy ESO may have under this Agreement, at law or in equity. If ESO terminates this Agreement due to a Billing Agent Default, Billing Agent shall remain liable for all accrued Subscription Fees and other charges. In addition, Billing Agent agrees to pay ESO's reasonable expenses (including attorney and collection fees) incurred in enforcing ESO's rights in the event of a Billing Agent Default. 7 O2I -a'177 c. Termination of Agreement between ESO and Customer. Notwithstanding the automatic renewal provision of Section 2 of this Agreement, following the expiration or termination (for any reason) of the contract for the Services between ESO and Customer, this Agreement shall terminate upon the date which ESO notifies Billing Agent of such occurrence. Billing Agent shall remit all earned but unpaid Subscription Fees in accordance to Agreement Section 3.b (Payment of Invoices). d. Termination of Agreement between Billing Agent and Customer. Notwithstanding the automatic renewal provision of Section 2 of this Agreement, following the expiration or termination (for any reason) of the Billing Services Agreement between Billing Agent and Customer, this Agreement shall terminate upon the date which Billing Agent notifies ESO of such occurrence. Billing Agent shall remit all earned but unpaid Subscription Fees in accordance to Agreement Section 3.b (Payment of Invoices). 5. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES OR COST OF PURCHASING REPLACEMENT SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT. ADDITIONALLY, ESO SHALL NOT BE LIABLE TO BILLING AGENT FOR ANY ACTUAL DAMAGES IN EXCESS OF THE AGGREGATE AMOUNT THAT ESO HAS, PRIOR TO SUCH TIME, COLLECTED FROM BILLING AGENT WITH RESPECT TO SERVICES DELIVERED TO CUSTOMER UNDER THE SUBSCRIPTION AGREEMENT. FURTHERMORE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, EITHER IN CONTRACT OR IN TORT, FOR PROTECTION FROM UNAUTHORIZED ACCESS OF CUSTOMER DATA OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION, NOT CONTROLLED BY ESO, THROUGH ACCIDENT OR FRAUDULENT MEANS OR DEVICES. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY WAS SPECIFICALLY BARGAINED FOR AND IS ACCEPTABLE TO BILLING AGENT. FURTHER, EACH PARTY'S WILLINGNESS TO AGREE TO THE LIMITATIONS CONTAINED IN THIS SECTION WAS MATERIAL TO ENTERING INTO THIS AGREEMENT. 6. Confidential Information. "Confidential Information" shall mean all information disclosed in writing by one Party to the other Party that is clearly marked "CONFIDENTIAL" or "PROPRIETARY" by the disclosing Party at the time of disclosure or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that (i) was already known by the receiving Party free of any obligation to keep it confidential at the time of its disclosure; (ii) becomes publicly known through no wrongful act of the receiving Party; (iii) is rightfully received from a third person without knowledge of any confidential obligation; (iv) is independently acquired or developed without violating any of the obligations under this Agreement; or (v) is approved for release by written authorization of the disclosing Party. A recipient of Confidential Information shall not disclose the information to any person or entity except for the recipients and/or its employees, contractors and consultants who have a need to know such Confidential Information. The recipient may disclose Confidential Information pursuant to a judicial or governmental request, requirement or order; provided that the recipient shall take all reasonable steps to give prior notice to the disclosing Party. Confidential Information shall not be disclosed to any third party without the prior written consent of the owner of the Confidential Information. The recipient shall use Confidential Information only for purposes of this Agreement and shall protect Confidential Information from disclosure using the same degree of care used to protect its own Confidential Information, but in no event less than a reasonable degree of care. Confidential Information shall remain the property of the disclosing Party shall be returned to the disclosing Party or destroyed upon request of the disclosing Party. Because monetary damages may be insufficient in the event of a breach or threatened breach of the foregoing provisions, the affected Party may be entitled to seek an injunction or restraining order in addition to such other rights or remedies as may be available under this Agreement, at law or in equity, including but not limited to monetary damages. 7. General Provisions. a. Force Majeure. Neither Party shall be liable to the other, nor deemed in default under this Agreement if and to the extent that such Party's performance of this Agreement is delayed or prevented by reason of Force Majeure, which is defined to mean an event that is beyond the reasonable control of the affected Party and occurs without such Party's fault or negligence. b. Entire Agreement. This Agreement, including all schedules, exhibits, addenda, and any Business Associate Agreement (as that term is used in the Health Insurance Portability and Accountability Act and related regulations) are incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this agreement shall be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is asserted. c. Governing Law. This Agreement shall be governed by the laws of the State of Colorado without regard to choice or conflict of law rules. ESO Solutions, Inc. Services Payment Agreement 092214 2 of 5 d. Compliance with Laws. Both Parties shall comply with and give all notices required by all applicable federal, state and local laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the performance of this Agreement. e. Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. If Billing Agent has made any change to the Agreement that Billing Agent did not bring to ESO's attention in a way that is reasonably calculated to put ESO on notice of the change, the change shall not become part of the Agreement. f. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. g. Taxes and Fees. This Agreement is exclusive of all taxes and fees. Unless otherwise required by law, Billing Agent is responsible for and will remit (or will reimburse ESO for) all taxes of any kind, including sales, use, duty, customs, withholding, property, value- added, and other similar federal, state or local taxes (other than taxes based on ESO's income) assessed in connection with the Services and/or Software provided to Billing Agent and Customer under this Agreement. h. Independent Contractor. Nothing in this Agreement shall be construed to create: (i) a partnership, joint venture or other joint business relationship between the Parties or any of their affiliates; or (ii) a relationship of employer and employee between the Parties. Both Parties are independent contractors. i. Counterparts; Execution. This Agreement and any amendments hereto may be executed by the Parties individually or in any combination, in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same agreement. Execution and delivery of this Agreement and any amendments by the Parties shall be legally valid and effective through: (i) executing and delivering the paper copy of the document, (ii) transmitting the executed paper copy of the documents by facsimile transmission or electronic mail in "portable document format" (".pdf') or other electronically scanned format, or (iii) creating, generating, sending, receiving or storing by electronic means this Agreement and any amendments, the execution of which is accomplished through use of an electronic process and executed or adopted by a Party with the intent to execute this Agreement (i.e. "electronic signature" through a process such as DocuSign®). In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the Party against whom enforcement of this Agreement is sought. J• Notice. All notices, requests, demands and other communications required or permitted to be given or made under this Agreement shall be in writing, shall be effective upon receipt or attempted delivery, and shall be sent by (i) personal delivery; (ii) certified or registered United States mail, return receipt requested; (iii) overnight delivery service with proof of delivery, or (iv) fax. Notices shall be sent to the addresses above. No Party to this Agreement shall refuse delivery of any notice hereunder. [Signature Page Follows] ESO Solutions, Inc. Services Payment Agreement 092214 3 of 5 IN WITNESS WHEREOF, the undersigned expressly agree and warrant that they are authorized to sign and enter into this Agreement on behalf of the Party for which they sign and have executed this Agreement on the Effective Date first written above. ESO: BILLING AGENT: [Signature] [Signature] Robert Munden [Printed Name] Chief Legal & Compliance Officer [Title] October 20, 2021 Steve Moreno [Printed Name] Chair, Board of Weld County Commissioners [Title] OCT 2 0 2021 [Date] [Date] ESO Solutions, Inc. Services Payment Agreement 092214 4 of 5 boa/ -.Q2 EXHIBIT A SCHEDULE OF SUBSCRIPTION FEES Billing Agent agrees to pay for the following Services on behalf of Customer, at the fees indicated: EHR EHR CAD Interface - Vendor Change $995.00 Total R&unlno Fees Total One•Tifne Fees S S Onetime 0.00 995.00 TOTAL FEES PAYMENT TERMS AND PAYMENT MILESTONES The subscription year for Services shall begin upon execution of the Subscription Agreement or upon the commencement of active work on software implementation, whichever date comes later. The Subscription Fees are invoiced annually in advance commencing upon execution of this Agreement. Notwithstanding the foregoing, in the event the Customer is an existing ESO customer, the Subscription Fees shall be invoiced annually in advance commencing upon the date ESO first delivers billing data to Billing Agent on behalf of the Customer. 995.00 ESO Solutions, Inc. Services Payment Agreement 092214 5 of 5 eso Quote Date: 07/27/2021 Customer Name: Platteville-Gilcrest Fire Protection District Quote #: Q-43279 Quote Expiration date: 10/12/2021 ESO Account Manager: Alli Cook CUSTOMER CONTACT BILLING CONTACT Customer Platteville-Gilcrest Fire Payor Weld County Colorado Address 1150 0 St Protection District Name Mike Stearns Name Greeley CO, 80631 Email mstearns@weldgov.com Email Billing Frequency Annual Phone (970) 785-2232 Phone Initial Term 12 months Special Terms and Notes: Notwithstanding anything to the contrary in this Quote, the Terms and Conditions or any other agreement between the parties, the following shall apply: Customer acknowledges that that the Payer referenced above shall pay all Fees for the products ordered herein by Customer. If the Payer does not pay the fees, the Customer shall be responsible for the payment of all Fees herein at listed pricing, subject to any applicable annual fee increase EHR CAD Interface - Vendor Change 1 $995.00 One-time Total Recurring Fees Total One -Time Fees 0.00 $ 995.00 TOTAL FEES $ 995.00 @SO Quote Date: 07/27/2021 Customer Name: Platteville-Gilcrest Fire Protection District Quote #: Q-43279 Quote Expiration date: 10/12/2021 ES0 Account Manager: Alli Cook TERMS AND CONDITIONS: 1. If the Customer indicated above has an ESO Master Subscription and License Agreement (MSLA) dated on or after February 20, 2017, then that MSLA will govern this Quote. Otherwise, Customer intends and agrees that this Quote adopts and incorporates the terms and conditions of the MSLA and associated HIPAA business associate agreement hosted at the following web address, and that the products and services ordered above are subject thereto: htto://bitty/MSLAW 2. The Effective Date of this Quote shall be the final date of signature. 3. Customer shall be responsible for the payment of all Fees listed herein. If Customer has elected to use a Third Party Payor (as indicated above as Payor) and such party has executed an appropriate agreement with ESO, ESO shall accept payment of Fees from such Third Party Payor. BILLING AGENT: [Signature] Steve Moreno [Print Name] BOCC Chair [Title] OCT 2 0 2021 [Today's Date] For EHR. the following payment terms apply: Fees are invoiced at the Billing Frequency 15 days after the Effective Date, with recurring fees due on the anniversary. 02-0,7-/-02977 eso Quote Date: 07/27/2021 Customer Name: Platteville-Gilcrest Fire Protection District Quote #: Q-43279 Quote Expiration date: 10/12/2021 ESO Account Manager: Alli Cook EHR CAD Interface - Vendor Implementation of a new/replacement CAD interface. Change New Contract Request Entity Name* ESO SOLUTIONS INC tity ID* ©044474 Contract Name* SERVICES PAYMENT AGREEMEN Contract Status CTB REVIEW ❑ New Entity? Contract ID 5336 Contract Lead* JTHIMGAN Contract Lead Email jthimganOco.weld.co.us Parent Contract ID Requires Board Approval YES Department Project # Contract Description* THIS SERVICE PAYMENT AGREEMENT IS FOR A ONE-TIME COST OF $1,990 TO MIGRATE AN EXISTING SPILLMAN INTERFACE FOR ESO TO OUR NEW CAD SOLUTION CENTRALSQUARE. THIS INTERFACE ALLOWS US TO CONTINUE SENDING CAD DATA TO ESO (FOR RECORDS MANAGMENT) Contract Description 2 FOR THE GREELEY FIRE AND PIA t I EVILLE GILCREST FIRE Contract Type* AGREEMENT Amount* $1,990.00 Renewable* NO Automatic Renewal Department INFORMATION TECHNOLOGY-GIS Department Email CM - I nformationTec h nol ogyGI S weldgov.com H CM- InformationTechnologyGlS- DeptHeadgweldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYA I I ORNEYOWELDG OV.C:OM Requested BOCC Agenda Date* 10x.17:2021 Due Date 1011 3./2021 Will a work session with BOCC be required?* HAD 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 Onaase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Contact Type Purchasing Review Date", 10/14/'2021 Committed Delivery Date Renewal Date Expiration Date' 10,t`14,:2021 Contact Phone 1 Contact Phone 2 Purchasing Approver Purchasing Approved Date CONSENT 10,:18,E 2021 Approval Process Department Head RYAN ROSE OH Approved Date 10/18/2021 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 10/20,2021 Originator JTHIMGAN Finance Approver CONSENT Finance Approved 10,E18,2021 Tyler Ref # AG 102021 Legal Counsel CONSENT Legal Counsel 10'18,,2021 ate Hello