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Home My WebLink About20213056.tiffRESOLUTION RE: APPROVE TERMS OF SERVICE AND CONTRACT RIDER FOR SCHEDULING SOFTWARE, AND AUTHORIZE CHAIR TO SIGN - INFORMER SYSTEMS, LLC, DBA SAFECITIES WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with Terms of Service and a Contract Rider for Scheduling Software between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Safety Communications, and Informer Systems, LLC, dba SafeCities, with further terms and conditions being as stated in said terms of service and contract rider, and WHEREAS, after review, the Board deems it advisable to approve said terms of service and contract rider, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Terms of Service and Contract Rider for Scheduling Software between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Safety Communications, and Informer Systems, LLC, dba SafeCities, be, and hereby are, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said contract rider. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 1st day of November, A.D., 2021. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: W..,d64.,A)G: ..d.o;ok Steve hair oreno, Weld County Clerk to the Board S BY:�V� eputy Clerk to the Board County Attorney Date of signature: I l /9 /2 ry L. Bu es, Pro- cc:C11(TO Ii/ct /21 2021-3056 CM0028 C,UYW+ 1Dit53-1Z BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Schedule Express DEPARTMENT: Public Safety Communications PERSON REQUESTING: Tina Powell DATE: 10/12/2021 Brief description of the problem/issue: Requesting approval of the Schedule Express contract and request chair to sign. We have used this scheduling software since 2013. In September 2021, we conducted a few demonstrations of other options and none offered the services that Schedule Express does. Annual cost $14,196.Funds are already in the 2021 and 2022 budget for this expense. Terms of Service are attached to include Weld County's IT Services Contract rider which has been approved by legal. What options exist for the Board? (include consequences, impacts, costs, etc. of options): Approve - Allows us to continue to use scheduling software Decline - We would need to look for a new software due to the needs of a dynamic 24/7 operation. Recommendation: We recommend that the board approve the signing of this contract. Perry L. Buck Mike Freeman Scott K. James, Pro-tem Steve Moreno, Chair Lori Saine Approve Recommendation J7 Schedule Work Session Other/Comments: 2021-3056 11/01 Schedule Express — Terms of Service Terms of Service THESE "TERMS OF SERVICE" GOVERN YOUR PURCHASE OF OUR SERVICES. THESE TERMS OF SERVICE WILL ALSO GOVERN YOUR PURCHASE AND ONGOING USE OF THOSE SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICES. BY USING THE SERVICES, YOU SIGNIFY YOUR ASSENT TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT USE THE SERVICES. IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THESE TERMS OF SERVICE AND MAY NOT USE THE SERVICES. These Terms of Service were last updated on September 16, 2021. They are effective between You and Us as of the date You commence using the Services. We may, in Our sole and absolute discretion, change these Terms of Service from time to time. We will post a copy of the Terms of Service as changed on the Site. Your continued use of the Services constitutes your agreement to abide by the Terms of Service as changed. If you object to any such changes, your sole recourse shall be to cease using the Services. 1. DEFINITIONS "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. "Purchased Services" means Services that You or Your Affiliates purchase. "Services" means the online, Web -based applications and platform provided by "Us" via www.scheduleexpress.com and/or other designated websites (collectively, the "Site"). "Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users include Your employees and agents. "We," "Us" or "Our" means the Informer Systems, LLC dba SafeCitiesTM "You" or "Your" means the company or other legal entity for which you are accepting the Terms of Service and Affiliates of that company or entity. "Your Data" means all electronic data or information submitted by You to the Purchased Services. g 2021 Informer Systems, LLC dba SafeCities'M — All Rights Reserved 1 Last Updated: September 16, 2021 Schedule Express —Terms of Service 2. PURCHASED SERVICES 2.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to these Terms of Service. You agree that Your purchase hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. 2.2. User Subscriptions. Services are purchased as User Subscriptions and may be accessed by no more than the specified number of Users. User Subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User Subscriptions are added. Added User Subscriptions shall terminate on the same date as the pre- existing subscriptions. Subscriptions are for designated Users and cannot be shared or used by more than one User. 3. USE OF THE SERVICES 3.1 Our Responsibilities. We shall: (i) provide to You basic support for the Purchased Services at no additional charge, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give ample notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations. 3.2. Your Responsibilities. You shall (i) be responsible for Users' compliance with these Terms of Service, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with its intended use and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third -party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third -party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks. 4. FEES AND PAYMENT FOR PURCHASED SERVICES 4.1. User Fees. Subscription fees are based on monthly periods that begin the first day of the month and are billed annually. Subscriptions that are activated within the month will be prorated, e.g. fees for Subscriptions activated in the middle of a monthly period will be prorated for that monthly period. You shall pay all fees specified in all invoices hereunder. Except as otherwise specified herein, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non -cancelable and fees paid are non-refundable. Current fees for the Services may be obtained by calling our Sales Department at 800-470-6102. 4.2. Invoicing and Payment. You will provide Us with valid and updated contact information with a valid purchase order or alternative document reasonably acceptable to Us. Payment is required to be made in advance annually: or in accordance with a mutually agreed upon billing cycle. We will invoice You in advance and otherwise in accordance i7 2021 Informer Systems, LLC dba SafeCitiesrM — All Rights Reserved 2 Last Updated: September 16, 2021 Schedule Express — Terms of Service with these Terms of Service. Invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services. 4.3. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. 4.4. Suspension of Service and Acceleration. If any amount owing by You under these Terms of Service or any other agreement for Our services is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. 4.5. Payment Disputes. We shall not exercise Our rights under Section 4.3 (Overdue Charges) or 4.4 (Suspension of Service and Acceleration) if the applicable charges are under reasonable and good -faith dispute and You are cooperating diligently to resolve the dispute. 4.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. 5. PROPRIETARY RIGHTS 5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. 5.2. Restrictions. You shall not, (i) permit any third party to access or use the Services except as permitted herein, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services. 5.3. Ownership of Your Data. As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data. 5.4. Suggestions. We shall have a royalty -free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services. 6. CONFIDENTIALITY 6.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party (" Disclosing Party") to the other party (" Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our © 2021 Informer Systems, LLC dba SafeCitiesTM — All Rights Reserved 3 Last Updated: September 16, 2021 Schedule Express —Terms of Service Confidential Information shall include Our Services; as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. 6.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Service, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms of Service and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. 6.3. Protection of Your Data. Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 6.4 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters. 6.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 7. WARRANTIES AND DISCLAIMERS 7.1. Our Warranties. We warrant that (i) the Services shall perform materially in accordance with the Terms of Service and the functionality of the Services will not be materially decreased during a subscription term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 10.3 (Termination for Cause) and Section 10.4 (Refund or Payment upon Termination) below. 7.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 8. INDEMNIFICATION 8.1 Indemnification by Us. Subject to the limitation of liability set forth herein, We will defend You and Your agents, servants, officials and employees from any and all Claims, arising out of (a) any gross negligence, reckless or 2021 Informer Systems, LLC dba SafeCit esTM — All Rights Reserved 4 Last Updated: September 16, 2021 Schedule Express —Terms of Service intentional act, error or omission of Us or our officers, agents, servants or employees in the performance of the Purchased Services or accruing, resulting from or relating to the subject matter of these Terms of Service including, any and all claims, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property as the result of gross negligent design, manufacture, installation, or servicing of any part of the Services, and (b) any actual or alleged infringement (including contributory infringement), misappropriation, or violation of any third party's patents, copyrights, trade secret rights, trademarks, or other intellectual property or proprietary rights of any nature in any jurisdiction in the world resulting from Your use of the Service as permitted under these Terms of Service. This indemnification is contingent on You providing Us with prompt written notice of such a Claim, granting Us, with the prior written approval of Your City/County Attorney, not to be unreasonably withheld, sole control of the defense of any such Claim, along with the right and opportunity to approve or reject any settlement of any claim for which You will seek indemnification from Us. In the event Your City/County Attorney does not provide such prior written approval, We will have no obligation to indemnify You pursuant to this Section 8.2. You will use reasonable efforts to notify Us promptly of any third party claim, suit, or action for which You believe you are entitled to indemnification hereunder. 8.2 Notwithstanding the foregoing, We will not be obligated to indemnify You to the extent that an infringement or misappropriation claim is based upon (i) any modification You make to the Services or Your use of the Services in a manner that We have not authorized in writing (ii) use of the Services in combination with other products not supplied or recommended by Us as being compatible with the Services, if such infringement or misappropriation would not have occurred but for such combined use; (iii) use of any release of the Services other than the most current release actually furnished, if the most current release was furnished to You specifically to avoid such infringement or misappropriation and if such infringement or misappropriation would have been avoided by use of the most current release; or (iv) any modification of the Services made by You (other than at Our direction), if such infringement or misappropriation would not have occurred but for such modification. Our obligation to indemnify You in any event shall be reduced proportionately by the extent to which the injury or damage, which forms the basis of the underlying Claim, was caused by the Your negligent or wrongful act or omission. 9. LIMITATION OF LIABILITY 9.1. Limitation of Liability. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF $500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. 9.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 10. TERM AND TERMINATION 10.1. Term. These Terms of Service commence on the date You commence using the Services and continue until all User subscriptions granted in accordance with the Terms of Service have expired or been terminated. © 2021 Informer Systems, LLC dba SafeCitiesTM — All Rights Reserved 5 Last Updated: September 16, 2021 Schedule Express — Terms of Service 10.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the first day of the training period and will continue until terminated or cancelled. Except as otherwise specified, all User subscriptions shall automatically renew for the annual period(s), unless either party gives the other notice of non -renewal at least 30 days before the end of the relevant subscription month. The per -unit pricing during any such renewal month shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior monthly term, in which case the pricing increase shall be effective upon renewal and thereafter. 10.3. Termination for Cause. A party may terminate the Terms of Service for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 10.4. Refund or Payment upon Termination. Upon any termination for cause by You, any prepaid fees covering the remainder of the term of all subscriptions shall not be refunded after the effective date of termination. Upon any termination for cause by Us as indicated in Section 3.2 (Your Responsibilities), Section 4.4 (Suspension of Service and Acceleration), Section 5.1 (Reservations of Rights), Section 5.2 (Restrictions), and Section 6.2 (Protection of Confidential Information), You shall pay any unpaid fees covering the remainder of the term after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination. 10.5. Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30 -day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control. 10.6. Surviving Provisions. Section 4 (Fees and Payment for Purchased Services), 5 (Proprietary Rights), 6 (Confidentiality), 7.2 (Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), 10.4 (Refund or Payment upon Termination), 10.5 (Return of Your Data), 10.6. (Surviving Provisions) 11 (Notices, Governing Law and Jurisdiction) and 12 (General Provisions) shall survive any termination or expiration of these Terms of Service. 11. NOTICES, GOVERNING LAW AND JURISDICTION 11.1. General. Notices should be directed and sent to CEO, Informer Systems, LLC dba SafeCitiesTM, 6500 River Place Blvd, Bldg 7, Suite 250, Austin, TX 78730. These Terms of Service are governed by and construed in accordance with the laws of the State of Colorado, United States of America, without regards to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in the County of Weld, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such Courts. 11.2. Manner of Giving Notice. Except as otherwise specified in the Terms of Service, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first 2021 Informer Systems, LLC dba SafeCities' — All Rights Reserved 6 Last Updated: September 16, 2021 Schedule Express — Terms of Service business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to You shall be addressed to the system administrator designated by You for Your relevant Services account, and in the case of billing -related notices, to the relevant billing contact designated by You. 11.3. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Terms of Service. 12. GENERAL PROVISIONS 12.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction. 12.2. Relationship of the Parties. The parties are independent. The Terms of Service do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 12.3. No Third -Party Beneficiaries. There are no third -party beneficiaries to the Terms of Service. 12.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under the Terms of Service shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 12.5. Severability. If any provision of the Terms of Service 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 the Terms of Service shall remain in effect. 12.6. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Terms of Service in its entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non -assigning party's election, termination of the Terms of Service upon written notice to the assigning party. In the event of such a termination, We shall not refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Terms of Service shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 12.7. Entire Agreement. These Terms of Service, including all exhibits and addenda hereto, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Unless we unilaterally change these Terms of Service and post a copy of the Terms of Service as changed on the Site, no modification, amendment, or waiver of any provision of these Terms of Service shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any Cr',, 2021 Informer Systems, LLC dba SafeCitiesTM — All Rights Reserved 7 Last Updated: September 16, 2021 Schedule Express —Terms of Service conflict or inconsistency between the provisions in the body of these Terms of Service and any exhibit or addendum hereto, the terms of such exhibit or addendum shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. 12.8. Electronic Signatures and Contracts. Your use of the Services includes the ability to enter into agreements and/or to make transactions electronically. You acknowledge that Your electronic submissions via the Site constitute Your agreement and intent to be bound by and to pay for such agreements and transactions. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions You enter into on the Site, including notices of cancellation, policies, contracts, and applications. In order to access and retain Your electronic records, you may be required to have certain hardware and software, which are Your sole responsibility. 12.9. Notice for California Users. Under California Civil Code Section 1789.3, California Site users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210. 12.10 U.S. Government Rights. If You are, or are entering into these Terms of Service on behalf of, any agency or instrumentality of the United States Government, the Services, including related software, technology and documentation, are "commercial computer software" and "commercial computer software documentation", and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction and disclosure of the Services, including related software, technology and documentation, are governed by the terms of these Terms of Service. C,.;7,' 2021 Informer Systems, LLC dba SafeCities'"' — All Rights Reserved 8 Last Updated: September 16, 2021 Schedule Express —Terms of Service WELD COUNTY INFORMATION TECHNOLOGY SERVICES CONTRACT RIDER 1. Introduction. By submitting a bid or proposal (hereinafter referred to as "Proposal") in response to the County's request for bid or request for proposal (hereinafter referred to as "RFP"), as applicable, Contractor expressly agrees to be bound by all of the terms contained in the RFP, including the following. THE TERMS AND CONDITIONS CONTAINED IN THIS RFP, INCLUDING THIS CONTRACT RIDER, SHALL PREVAIL OVER ANY CONFLICTING TERMS PROVIDED IN THE PROPOSAL, AND ANY OTHER TERMS PROVIDED IN THE CONTRACTOR'S SCOPE OF WORK, LICENSE AGREEMENT, SERVICES AGREEMENT, PURCHASE ORDER, OR ANY OTHER DOCUMENT PROVIDED BY CONTRACTOR WHICH PURPORTS TO CONTRACTUALLY BIND THE COUNTY RELATED TO THE SERVICES INCLUDED WITHIN THE RFP. 2. Purchase of Services. Contractor agrees to procure the goods, materials, equipment and/or products necessary to provide the services described in the RFP and the Bid (collectively referred to herein as the "Work"). Contractor shall further be responsible for timely delivery, and acknowledges that a failure to comply with the standards and requirements of RFP within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon mutual execution and continues until such time as Contractor has completed the Work, or until such as may be specified elsewhere in this RFP. In no event shall the term continue beyond one year from mutual execution. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. 4. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by Change Order. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated Change Order, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Change Order shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative. © 2021 Informer Systems, LLC dba SafeCitiesTM — All Rights Reserved 9 Last Updated: September 16, 2021 Schedule Express — Terms of Service 5. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor as set forth in the Proposal. No payment in excess of that set forth in the Exhibits will be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. 7. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. Subcontractors which are identified in the approved Proposal are approved by County. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 8. Confidentiality. Confidential information of the Contractor should be transmitted separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. 2021 Informer Systems, LLC dba SafeCitiesTM — All Rights Reserved 10 Last Updated: September 16, 2021 Schedule Express —Terms of Service Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement. 9. Acceptance of Services Not a Waiver. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 10. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against any and all injury, loss, damage, liability, suits, actions, claims, or willful acts or omissions of any type or character arising out of the Work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, judicial decision, or other law or court decree. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, entity, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Contractor further agrees and understands that the laws of the State of Colorado prohibit the County from indemnifying any person or entity, public or private, and as such the County makes no promise of indemnification to Contractor, and any conflicting provision is void. 11. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 12. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. Cc) 2021 Informer Systems, LLC dba SafeCitiesry —All Rights Reserved 11 Last Updated: September 16, 2021 Schedule Express —Terms of Service 13. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 14. Non -Exclusive Agreement. Unless otherwise expressly provided in this Agreement, this Agreement is nonexclusive and County may engage or use other Contractors or persons to perform services of the same or similar nature. 15. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 16. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24- 50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 17. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement shall survive any such expiration or termination. 18. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 19. Governmental Immunity. No term or condition of this Agreement 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. 20. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 21. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. 22. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. first 2021 Informer Systems, LLC dba SefeCities'v — All Rights Reserved 12 Last Updated: September 16, 2021 Schedule Express — Terms of Service 23. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 24. Attorneys Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. Informer Systems, LLC dba SafeCitiesTM Weld County Signature Signature Mark Musick Steve Moreno Print Name CEO Title October 12, 2021 Date Date tfIVNTeBoard of Weld County Commissioners Title NOV 0 12021 2021 Informer Systems, LLC dba SafeCities-m — All Rights Reserved 13 Last Updated: September 16, 2021 02c2/ — <305G New Contract Request Entity Information Entity Name* INFORMER SYSTEMS Contract Name* SCHEDULE EXPRESS Contract Status CTB REVIEW Entity ID* g0O022544 Contract Description* SCHEDULE EXPRESS - SCHEDULING SOFTWARE Contract Description 2 Contract Type* AGREEMENT Amount* $14,196.00 Renewable* YES Automatic Renewal Department COMMUNICATIONS Department Email CM- Communications•a`weldgov.c om Department Head Email CM-Cornmunications- DeptHead weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYA I I ORNEY'WELDG OV.COM Contract ID 5372 Contract Lead* TPOWELL Contract Lead Email tpowell gweldgov.com Requested BOCC Agenda Date* 021 Parent Contract ID Requires Board Approval YES Department Project # Due Date 10;28,2021 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 SSA 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 Review Date * 08`01 2022 Renewal Date* 11101:2022 Termination Notice Period Committed Delivery Date Expiration Date Contact Information Contact Info Contact Name Contact Type Purchasing Contact Phone 1 Contact Phone 2 Purchasing r Purchasing Approved Date Approval Process Department Head TINA POWELL DH Approved Date 10/26/2021 2021 Final Approval BOCC Approved BOCC Signed Date C Agenda Date 11/01,p2021 Originator TPOWELL Finance Approver BARB CONNOLLY Finance Approved Date 10/27/2021 2021 Tyler Ref AG 110121 Legal Counsel BOB CHOATE Legal Counsel 10)27,E2021 Hello