HomeMy WebLinkAbout20203585.tiffI2 73
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Trepp Commercial Real Estate Services Agreement
DEPARTMENT: Information Technology DATE: November 17, 2020
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
The need for a commercial real estate service has become apparent as a result of COVID-19. Historically, the
Assessor's office has valued commercial property primarily using sales information. The date of valuation for
2021 is June 30, 2020. That means the Assessor's office estimates the value of all commercial property using the
economics on June 30, 2020. Unfortunately, the pandemic has limited the commercial sales activity to almost
none, right at the time the data is most needed. Any sales activity that existed prior to the pandemic is already
being disputed by tax agents with the claim that the economic climate pre -pandemic is different than the economic
climate after the pandemic was in existence. Fortunately, the Assessor's office also has the option to utilize
income data to estimate value. A commercial real estate service provides access to additional income and
capitalization rate data that would be used to better estimate market value. The data also provides historic
information which would allow for trend analysis to identify if there is a COVID impact. The Assessor's office
deadline for valuation is April 6th, so the work on the reappraisal is already underway and access to the commercial
real estate data would be an immediate benefit. The Assessor's office has reviewed 5 commercial real estate
services and only one, TREPP LLC, meets the requirements of the department. As outlined in the sole source
letter attached, TREPPLoan is the only service that provides a combination of comps benchmarks, historical
financials and numerous proprietary derived fields such as implied cap rate, spreads and property sub -types. The
total year 1 cost is $37,440.00 with a 5% increase for years 2 and 3.
Karin McDougal 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.
Recommendation:
Weld County IT recommends that the Board grant approval for the Chair to sign the attached agreement.
Approve
Recommendation
Mike Freeman, Chair
Scott K. James
Barbara Kirkmeyer
Steve Moreno, Pro-Tem
Kevin Ross
Schedule
Work Session
Other/Comments:
2020-3585
12 /e7/Q I c,/07/9-0
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DocuSign Envelope ID: 84A8A0D5-6C8E-4A94-8A28-94887FC5F725
Trepp"
September 22, 2020
Meloney Kerksiek
Project Manager / Business Process Analyst
Weld County Government
Information Technology
PO Box 758 / 1401 N. 17th Avenue
Greeley, CO 80631
Dear Meloney Kerksiek,
Trepp, LLC
600 Fifth Avenue, 7th Floor New York, NY 10020
212-754-1010 • www.trepp.com
This letter is to confirm that, while other vendors provide similar CMBS data, none provides
exactly the same data or user interface with all the critical analytics/features as TreppLoan. As
such, TreppLoan is a sole source service distributed, to the best of our knowledge, by Trepp,
LLC. TreppLoan is licensed directly by institutions from Trepp, LLC at the address listed above.
There is no other service that has the combination of comps, benchmarks, historical financials
and numerous proprietary derived fields such as implied cap rate, spreads and property sub-
types, which, to the best of our knowledge, are solely unique to TreppLoan.
If you desire additional information, do not hesitate to contact Scott Barrie at (212) 329-6197 at
any time or visit our website at www.trepp.com.
Thank you for your interest in our service.
Sincerely,
1-DocuSigned by:
'--53OB5DD0B13E459...
Joe McBride
Head of CRE Finance
DocuSign Envelope ID: 3396C000-A21A-4920-94E8-A250C2B089AD
Trepp®
Customer Order Form
Trepp, LLC
600 Fifth Ave, 7a' Fl • New York, NY 10020
212-754-1010 • www.trepp.com
1. Customer Details.
a. User Information
• Customer
• Contact Name:
• Address 1:
• Address 2:
• Email:
• Telephone:
Weld County
Brenda Dones
1400 N 17th Ave
Greeley, CO 80631-9563
bdones®weldgov.com
(970) 353-3845
2. Authorized Department. Weld County Assessor's Office
3. Service Details.
b.
Billing Information ® (same as User Information)
• Customer.
• Contact Name:
• Address 1:
• Address 2:
• Email:
• Telephone:
Service
# of Users (if applicable)
Monthly Rate
One -Time Fee
Add -On Seat Rate
(if applicable)
TreppLoan
All employees of the
Authorized Department
$3,120
N/A
N/A
Portfolio Analytics
4. Permitted Use (if applicable).
5. Term.
a. Commencement Date: November _ , 2020
b. Initial Period: Thirty-six (36) months
6. Additional Terms/Delivery/Usage Details (if applicable).
a. TreppLoan Customer Access is All Property Types — CO only.
b. Section 2.2 of the Standard Terms and Conditions is hereby by replacing: "the greater of (i) 5% and (ii) the increase in the
consumer price index for all urban consumers in the New York/New Jersey Metropolitan area as reported by the Bureau of Labor
Statistics of the U.S. Department of Labor" with "five percent (5%)".
c. Notwithstanding Section 2.2 of the Standard Terms and Conditions, the fees for TreppLoan will increase by 5% on each of the
first 0.) and second (2"d) anniversaries of the Commencement Date. Thereafter, at the beginning of each then -current Renewal
Period, the fees for TreppLoan shall increase pursuant to Section 2.2 of the Standard Terms and Conditions.
d. A new sentence is added to Section 2.5 of the Original Standard Terms and Conditions to read as follows: "If
Customer terminates this Agreement pursuant to Section 2.4 of the Standard Terms and Conditions, Trepp shall issue a pro -
rata refund to Customer of any unearned, prepaid fees."
e. Sections 3.4 and 3.5 of the Standard Terms and Conditions are not applicable to the Services in this Customer Order Form.
f. The following phrase is hereby added to the end of the sentence is Section 4.1 of the Original Standard Terms and Conditions:
", except as expressly contemplated in Section 2.5 of the Standard Terms and Conditions.
Section 9 is deleted in its entirety.
Notwithstanding anything to the contrary in the foregoing, any disclosure by Customer in any compliance with Colorado
Revised Statute 24-72-201, et seq, which is the Colorado Open Records Act, and 24-6-402, which is the Colorado Open
Meetings Act, does not violate the terms of this Agreement, provided that Customer shall redact, in full, the price and any
other commercial terms contained in the Customer Order Form (sample of which is attached hereto as Exhibit A). Customer
agrees to immediately notify Trepp in the event of any public records request for any of Trepp's data or for this Agreement .
Customer will refuse such request if such request suggests to Customer that a third party is seeking the use of Trepp's data for
any reason beyond its own business or research purposes, which could be a violation of the restrictions imposed by copyright or
trade secret laws.
i. Section 118 of the Standard Terms and Conditions is deleted in its entirety and replaced with the following: "Neither Trepp
nor Customer is entitled to transfer or assign this Agreement, by operation of law or otherwise, without the other party's
written consent, not to be unreasonably withheld, conditioned or delayed; provided, however, no such consent shall be
required in the event of any transfer or assignment of this Agreement in connection with a sale of all or substantially all of the
assets of a party, provided further that in all instances, any transfer or assignment by Customer to any party that Trepp
reasonably deems to be a competitor of Trepp shall require the prior written consent of Trepp. Trepp may terminate this
Agreement in the event of any transfer of a majority of the stock, membership interests, partnership interests or other
evidences of ownership of Customer to any party that Trepp reasonably deems to be a competitor of Trepp."
Section 12.9 of the Standard Terms and Condition is hereby deleted in its entirety, and replaced with the following: "12.9
This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with
the laws of the State of New York, without regard to principles of conflict of laws.
k. Trepp will provide sufficient and necessary support and maintenance to Trepp in relation to its use of TreppLoan and/or Portfolio
Analytics during Trepp's normal business hours. Trepp will identify in writing and provide one support resource as the Customer
support contact who will be reasonably available during Trepp's normal business hours to answer questions from
Customer regarding the same.
g.
h.
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This Customer Order Form, the Standard Terms and Conditions attached hereto and the Terms of Use on hops://www.trepp.com/terms-of-use and/or
hops://www.trepp.com/trepp-default-model-terms-of-use form the Agreement between Trepp and Customer, and supersedes all prior oral or written
understanding between the parties and constitutes the entire agreement with respect to the subject matter in this Customer Order Form.
Without limiting the forgoing, by affixing their signatures below and intending to be bound, the duly authorized representatives of Trepp and
Customer indicate their agreement to the terms and conditions of this Agreement, and specifically agree that the Standard Terms and Conditions and
Terms of Use are incorporated herein by reference and that each are bound by the terms and provisions in this Customer Order Form, the Standard
Terms and Conditions, and the Terms of Use.
TREPP:
Trepp, LLC Docustgned by:
ralltAkt,"04.1t, KA&
By:
Annemarie Di Cola
Name:
F57CDo0B/0JDC99...
CEO
Title:
CUSTOMER:
WELD COUNTY:
ATTEST:•.44 — " ""
BY:
BOARD OF COUNTY COMMISSIONERS
Clerk to the Board WELD COUNTY, COLORADO
Deputy Clerk h �+ a Boar= � [� ' y'` ` � Mike Freeman, Chair
ief Information Officer
DEC 0 7 2020
APPROVED AS TO SUBSTANCE:
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DocuSign Envelope ID: 339CCD00-A21A-492D-94E8-A250C2B089AD
Trepp®
Standard Terms and Conditions
Trepp, LLC
600 Fifth Ave, 7'" FL • New York, NY 10020
212-754-1010 • www.trepp.com
1. Definitions
"Agreement" means collectively this Standard Terms and Conditions, the
Customer Order Form and the Terms of Use.
"Authorized Department" means the deparnnent, business unit or division of
Customer described on the Customer Order Form, provided in the event the
"Authorized Department:" is not completed on the Customer Order Form,
then it is understood that all departments, business units and divisions of
Customer are collectively to be referenced as the Authorized Department.
"Commencement Date" means the date of commencement of the
subscription to the Service set out on the Customer Order Form.
"Customer" means the customer whose name appears on the Customer Order
Form.
"Customer Order Form" means the order form to subscribe to the Service
attached herein and incorporated herein.
"Data Feed" means any Service that is data and information compiled by
Trepp from,one or more sources, and associated documentation of file
formats and data elements, provided in bulk in an electronic format,
including but not limited to Trepp Cash Flows, TreppCMBS Data Feedh,
TreppCLOe' Data Feed, Trepp Bank Navigator Data Feed T°', Trepp-ALLRi'
CRE Data Feed, and Trepp-ALLRa' C&I Data Feed
"Derived Data" means any data, models, software, or other information that
is created in whole or in part from the data or information provided in or
through the Service.
"Designated Users" means the specific employees of Customer within the
Authorized Department who are authorized to access the Service.
"Service" means the Service(s) described on the Customer Order Form.
"Standard Terms and Conditions" means these terms and conditions.
"Terms of Use" means the terms of use set forth on
http://www.trepp.com/terms-o¢use and/or http://www.trepp.com/trepp-
default-model-terms-of-use in effect as of the Commencement Date, as may
be updated from time to time. All references in such Terms of Use to the
"Trepp Website" or the "Website" shall be deemed to include the Service
and all references to "you" in such Terms of Use mean Customer and its
Designated Users.
"Trepp' means Trepp, LLC, and its successors and assigns.
2. Term and Termination
2.1. This Agreement shall commence on the Commencement Date and
shall continue in full force for an initial period set out on the Customer Order
Form (the "Initial Period"), and will automatically renew thereafter for
successive one (1) year periods, each a "Renewal Period" and collectively
with the Initial Period, the `"term", unless either party gives the other party
written notice of termination at least three (3) months prior to the end of the
Initial Period or the then -current Renewal Period. Customer aclmowtedges
that Customer shall not receive notice of a renewal cancellation date and
expressly waives the application of New York General Obligation Law
section 5-903. and any similar laws.
2.2. Trepp may increase the fees for the Service and the Add -On Seat Rate
(defined below) after the Initial Period or after any Renewal Period,
provided that Trepp has given Customer written notice of such increase at
least four (4) months prior to the end of the Initial Period or applicable
Renewal Period; provided that in the event Trepp does not provide any such
notice, the fees for the Service and the Add -On Seat Rate after the Initial
Period or after any Renewal Period shall automatically increase by the
greater of (i) 5% and (ii) the increase in the consumer price index for all
urban consumers in the New York / New Jersey Metropolitan area as
reported by the Bureau of Labor Statistics of the U.S. Department of Labor.
2.3. Trepp may terminate this Agreement immediately on written notice
if Customer fails to make any payment due under this Agreement within ten
(10) days of the due date.
2.4. Either party may terminate this Agreement with immediate effect by
written notice if the other party:
2.4.1. commits a material breach of any of the terms of this Agreement and
(if such breach is remediable) fails to remedy that breach within thirty (30)
days of that party being notified under this sub -clause of the breach, such
notice to refer to the notifying party's intent to terminate this Agreement
unless the breach is remedied; or
2.4.2. enters any arrangement with its creditors or becomes subject to
external administration or ceases to be able to pay its debts as and when they
become due or ceases to carry on business.
2.5. If Trepp terminates this Agreement pursuant to Section 2.3 or 2.4, all
fees due by Customer through the end of the Initial Period or the then -
current Renewal Period are accelerated and immediately due and payable.
2.6. Upon termination or expiration of this Agreement
2.6.1. Customer must return, delete, or destroy all Trepp data, information,
media or other materials, and remove all elements of Trepp data and/or cash
flows stored in enterprise databases either provided to Customer or
downloaded and stored by Customer and all Derived Data, in connection
with this Agreement, except for archival information required for statutory
or regulatory purposes. Furthermore, Customer may no longer use the
Service, Trepp data, or Derived Data for research or reporting purposes.
2.6.2. Customer must certify in writing to Trepp as to the return, deletion or
destruction of any and all Trepp data, information, media or other materials
provided to Customer in connection with this Agreement (and any Derived
Data) in accordance with the terms of this Agreement. Such certification
shall be signed by an authorized officer of Customer and shall be provided
to Trepp within ten (10) days of the termination or expiration of this
Agreement
2.6.3. Notwithstanding anything to the contrary in this Agreement, after the
expiration or termination of this Agreement, Customer shall have the right
to retain and use for archival or reference purposes any and all reports,
presentations, publications and other materials created by Customer during
the term of this Agreement that contain any Trepp data provided or Derived
Data created as part of the Service; provided that Customer's retention and
use of any such data shall remain subject to the surviving sections of this
Agreement.
2.7. The provisions of Sections 2.5, 2.6, 2.7, 4.3, 5, 6.2 and 8 -12 of this
Agreement and obligations to pay fees hereunder shall survive any
termination or expiration of this Agreement.
3. Service
3.1. Trepp shall provide Customer with access to the Service in
accordance with the terms of this Awe...rent
3.2. If the Service includes any Data Feed, Customer's use of the
data/prices from such Service(s) is via a license and therefore Customer does
not have the right to duplicate, redistribute, sublicense, assign or otherwise
transfer data/prices provided to Customer in connection with such Services.
3.3. To the extent that the Service includes a subscription of TreppTrade`r
and/or Trepp CMBS Analytics on the WebTM, the fees for such Service will
include access to TreppWatchr'" for the same Designated Users as
TreppTrade'a and/or Trepp CMBS Analytics on the Webm.
3.4. If an Add -On Seat Rate is quoted for a certain Service, Customer may
request additional access to the Service in addition to the initial Designated
Users permitted under this Agreement, on the terms described herein.
3.5. Upon enabling the additional Designated Users requested by
Customer pursuant to Section 3.4, no further documentation will be required
between Customer and Trepp. Trepp will incrementally invoice Customer
at the monthly rate described on Customer Order Form per additional
Designated User (the "Add -On Seat Rate") on the next applicable invoice.
It is understood and agreed that the number of Designated Users may be
increased during the term of this Agreement, but may not be decreased.
Upon any renewal of the term of this Agreement, with respect to each
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additional Designated User who was added during the immediately
preceding term, Customer will continue to be billed by Trepp for additional
Designated User at the Add -On Seat Rate, plus any increase as described in
Section 2.2 of these Standard Terms and Conditions.
3.6. If the Service includes installed software, Trepp grants to Customer
a non-exclusive, non -transferable, non-sublicensable, non -assignable
limited right and license to use that software (the "Software") solely and
exclusively for the internal business use of the Authorized Department in
connection with accessing and using the Service. Customer may maintain
one copy of the Software for archival or backup purposes only. The
Software is not intended for use with data not supplied by Trepp. Unless
permitted by law, the Software may not be reverse engineered, decompiled,
or disassembled. The Software (and all copies thereof) shall be returned to
Trepp upon any termination or expiration of this Agreement.
3.7. Any data provided in the Service is not formatted for use with
software not supplied by Trepp.
3.8. In the event the Service includes a Data Feed, Trepp's prior written
approval is required for Customer to use such Service with any third party
software application; provided however, that that use of such Service with
data warehousing, relational database or office productivity software will be
deemed approved by Trepp.
4. Payment
4.1. Customer will pay the fees for the Service described on the Customer
Order Form. All fees are non-refundable.
4.2. To the extent that the fees for any Service are quoted on the Customer
Order Form as a "Monthly Rate", Customer will be invoiced annually in
advance for such fees. Notwithstanding the foregoing sentence and Section
12.2 below, Customer may request to be invoiced at a different billing
frequency via any communication method acceptable to Trepp, including,
without limitation, an e-mail notification. To the extent that the fees for any
Service are quoted on the Customer Order Form as "One -Time Fees",
Customer will be invoiced for all of such One -Time Fees in advance. All
fees are due and payable thirty (30) days from receipt of invoice by
Customer. All fees and other payments pursuant to this Agreement shall be
in U.S. Dollars. Any fees not paid when due shall bear interest at a monthly
rate of 1.5%. It is understood and agreed that no Service for which the "One -
Time Fees" apply will be made available to Customer until payment in full
of such "One -Time Fees" has been received by Trepp. If Customer fails to
make any payment due under this Agreement within ten (10) days of the due
date, or is otherwise in breach of any of the terms of this Agreement, in
addition to any of its other rights or remedies (including, without limitation,
any termination rights set forth herein), Trepp reserves the right to suspend
Customer's access to the applicable Service(s), without any liability of
Trepp to Customer, until such payments are paid in full or such breach is
remedied to Trepp's satisfaction.
4.3. Customer will pay Trepp all sales taxes or equivalent non -income
based taxes such as VAT charges, as applicable, on the fees. Customer will
be responsible for and reimburse Trepp for all fees and costs associated with
collection of any past due amount owed by Customer.
5. Use
5.1. The Service is provided for use only by Designated Users of the
Authorized Department for the Authorized Department's internal business
purposes, and may not be provided to, or used or accessed by any other
person or entity (including, without limitation, any employee of any other
department, business unit or division of Customer) without Trepp's prior
written consent. Notwithstanding anything to the contrary contained herein,
Customer shall have the right to use or cite discrete portions of the Trepp
data that Customer receives in connection with the Service in internal
presentations or presentations to its clients or partners (but not in any filings
required or made under or pursuant to any securities laws) provided that (i)
Customer shall not reproduce, copy, distribute, use or cite any part of the
Trepp data which could in any way result in that information or data being
used as either (A) a substitute for the Service or (B) to compete with Trepp
and (ii) Customer properly and conspicuously attributes all such Trepp data
as having been received from Trepp.
5.2. Derived Data may not be sold, used by or transferred to any other
party without prior written consent of Trepp, except that Customer may
show the Derived Data to clients in support of the normal course of its
business, provided that Customer shall not employ or disseminate any
amount of the Derived Data which could cause the information so used or
distributed to be susceptible to use, substantially as a source of, or a
substitute for, the Service or to compete with Trepp.
5.3. Notwithstanding anything to the contrary herein, the Service may not
in any event be used or be permitted to be used in any manner that is
competitive with Trepp's distribution or sale of all or any part of the Service
or of any other product or service distributed or sold by Trepp from time to
time.
5.4. The Service and any Derived Data may only be accessed and used
within the United States. Any distribution of any of the data or information
obtained through the Service, or any Derived Data, may not be exported out
of the United States or used by any person or entity not located in the United
States. Any violation of the foregoing covenant shall be considered a
material breach of this Agreement and, notwithstanding anything herein to
the contrary, shall give Trepp the immediate right to suspend or terminate
this Agreement (at its discretion) upon written notice to Customer.
5.5. Customer shall not reverse engineer, disassemble, de-anonymize,
decompile or otherwise attempt to access or determine the source of the data
or source code within the Service.
5.6. None of the Service, Derived Data, nor any other data, material or
any other information contained in, or provided in or through the Service
and/or otherwise in connection with this Agreement, may be used,
reproduced, transferred to, or combined in any way with any neural
networks, machine learning system, artificial intelligence or other similar
software techniques or systems whatsoever, whether now known or
developed or devised following the Commencement Date.
6. Data
6.1. Customer will not print out, download or otherwise copy material
amounts of data from the Service during any month without Trepp's prior
written consent, which shall not be unreasonably withheld. This Section 6.1
will not apply to downloads or copying data from any Data Feed or Trepp
Default Model
6.2. Customer recognizes that while Trepp and its information providers
rely upon sources believed to be accurate, they have not independently
verified significant portions of such data. Trepp does not guarantee or
warrant that it provides trading level quality data and makes no
representation or warranty as to the accuracy or completeness of such data
6.3. If the Service includes a Data Feed, Customer will implement and
maintain security measures with respect to the Data Feed in Customer's
possession that effectively restricts access to the Data Feed only to
individuals in the Authorized Department with a need to know such Data
Feed in connection with the Permitted Use, and protect the Data Feed from
unauthorized use, alteration, access, publication and distribution. In no event
shall such security measures be less restrictive than those Customer employs
to safeguard its most confidential information. In the event of an actual or
suspected breach of such security measures, Customer shall notify Trepp
within twenty-four (24) hours of such actual or suspected breach.
7. No Access to Other Trepp Products and Services
7.1. Unless specifically provided for in Section 3.3, access to the Service
will not include access to other Trepp products and services, for which
Trepp charges separate fees.
8. Passwords and Confidentiality
8.1. Customer will not share or send confidential email alerts from Trepp
to anyone outside of its own employees, who are bound by confidentiality
obligations as further described in Section 8.3 below.
8.2. Trepp will authorize a password for each Designated User of the
Service. That password is personal to the Designated User and such
Designated User is obligated to keep the user name and password
confidential and may not share the password with any other employee of
Customer. Customer may change Designated Users and obtain new
passwords for such Designated Users upon prior written notice to Trepp.
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Customer, shall immediately notify Trepp if any third party gains or has the
potential to gain access to any of Customer's passwords, and shall be fully
responsible for any and all activities that occur under any password, whether
conducted by a Designated User, other employee or a third party.
8.3. Each party acknowledges that it or its employees may, in the course
of performing this Agreement, be exposed to or acquire information which
is proprietary to or confidential to the other, its affiliated companies or third
parties to whom such party has a duty of confidentiality. Any and all non-
public information of any form disclosed by either party in the performance
of this Agreement shall be deemed to be confidential and proprietary
information. Each party agrees to hold confidential information of the other
party in strict confidence andnot to disclose such information to third parties
or to use such information for any purpose whatsoever other than as
contemplated by this Agreement and to advise each of their respective
employees, agents or consultants who may be exposed to such proprietary
and confidential information of their obligations to keep such information
confidential. Confidential information shall not include information which
the receiving party can show by objective or verifiable evidence is (i) in or
becomes part of the public domain other than by disclosure by a party in
violation of this Agreement, (ii) demonstrably known to such party
previously, (iii) independently developed by such party outside of this
Agreement or (iv) rightfully obtained by such patty from third parties.
Notwithstanding the foregoing, Customer agrees that the data compilation
supplied through the Service is not in the "public domain" but is proprietary
to Trepp. If the receiving party is required by law to disclose confidential
information, the receiving party may do so without breaching this Section 8
upon prior written notice to the disclosing party, unless legally prohibited,
and then only to the extent necessary to comply with the law. Trepp and
Customer understand and agree that, in the event of a breach of this section,
damages may not be an adequate remedy and each party may be entitled to
injunctive relief to restrain any such breach, threatened or actual.
9. Indemnification
9.1. Customer agrees to indemnify and hold harmless Trepp (and its
directors, officers, employees or agents)(collectively, the "Indemnified
Parties") against any losses, claims, damages, liabilities and reasonable costs
and expenses to which any of them may become subject (including any
collection agent fees, court costs and attorneys' fees): (i) as a result of a
breach of any warranty or covenant of Customer under this Agreement; (ii)
as a result of a threatened, pending or completed claim, demand or action,
by any person not a party to this Agreement arising from Customer's use or
application of the Service, or their results; and/or (iii) under the Securities
Act of 1933, as amended, or similar laws of any nation, or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any offering memorandum,
prospectus or similar such document, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading.
9.2. The rights of any Indemnified Party under this Section 9 are in
addition to any other rights that any Indemnified Party may be entitled as a
matter of law or otherwise.
10. Incorporation and Inconsistency
10.1. Without limiting anything herein, the provisions in the Terms of Use
shall apply to the Service and the Service is provided subject to such
provisions.
10.2. The following order of preference shall be applied to this Agreement
between Customer and Trepp in the event of a conflict between terms: I.
Customer Order Form; 2. Standard Terms and Conditions; 3. Terms of Use.
11. Notices
11.1. All notices given under this Agreement shall be in writing and in the
English language and shall be sent by prepaid post, reputable overnight
courier or email to Trepp's or Customer's principal place of business.
11.2. Any notice sent by post shall be deemed (in the absence of evidence
of earlier receipt) to have been delivered five (5) days after its dispatch.
11.3. Any notice sent by email shall be deemed (in the absence of evidence
of earlier receipt) to have been delivered on the next working day following
transmission.
12. Miscellaneous
12.1. This Agreement supersedes all prior oral or written understanding
between the parties and constitutes the entire agreement with respect to the
subject matter in this Agreement
12.2. This Agreement shall not be modified or amended except in writing
and when signed by authorized representatives of the parties thereto.
12.3. The invalidity of any provision of this Agreement shall not affect the
validity of the remaining provisions.
12.4. Customer agrees that this Agreement is intended to be kept
confidential to the marketplace at large. Therefore, Customer shall not
disclose this Agreement, any portion hereof; or any of the terms hereof to
any third party.
12.5. The parties shall at all times comply, and shall ensure that their
personnel comply, with respect to the performance of this Agreement, with
all applicable laws and regulations concerning bribery and corruption.
Either party may terminate this Agreement with immediate effect (or on
such later date as reasonably determined by the first party) by written notice
to the other party if the other party commits any breach of this section or if
the first party reasonably considers that the other party has committed any
breach of this section.
12.6. Trepp shall not be liable for any failures or delays in the provision of
the Services due to rams beyond its reasonable control or anticipation,
including, without limitation, fire, war, earthquake, pandemic, epidemic,
labor controversies, riots, civil commotion, acts or restrictions of any
government or governmental agency, orders of court, or failures or delays
of any of its third party suppliers or subcontractors.
12.7. In the event the Service includes third party data or services and
Trepp's agreement with such third party for such third party data or services
is terminated, the Service shall cease to include such third party data and
services, and Trepp shall not be deemed to be in breach of this Agreement,
provided that Trepp shall use commercially reasonable efforts to replace
such terminated third party data or services with equally suitable,
functionally equivalent, data or services.
12.8. Customer is not entitled to transfer or assign this Agiccuient, by
operation of law or otherwise, without Trepp's prior written consent. Any
transfer of a majority of the stock, membership interests, partnership
interests or other evidences of ownership of Customer shall be deemed to
be an assignment of this Agreement. Trepp may assign, sub -contract or sub-
let this Agreement, or any part hereof or thereof.
12.9. This Agreement and the rights and obligations of the parties
hereunder shall be governed by and construed in accordance with the laws
of the State of New York, without regard to principles of conflict of laws.
The parties agree that the federal and state courts located in New York
County in the State of New York is the exclusive jurisdiction over any
dispute arising out of or relating to this Agreement.
12.10. The application of the United Nations Convention on Contracts for
the International Sale of Goods is expressly excluded from this Agreement.
3 I Page
v.20.8C
DocuSign Envelope ID: 339CCD00-A21A-492D-94E8-A250C2B089AD ..,..bit A
Trepp®
Redacted version
Customer Order Form
Trepp, LLC
600 Fifth Ave, 7th Fl • New York, NY 10020
212-754-1010 • www.trepp.com
1. Customer Details.
a. User Information
• Customer:
• Contact Name:
• Address 1:
• Address 2:
• Email:
• Telephone:
Weld County
Brenda Dones
1400 N 17th Ave
Greeley, CO 80631-9563
bdones@weldgov.com
(970) 353-3845
2. Authorized Department. Weld County Assessor's Office
3. Service Details.
b.
Billing Information ® (same as User Information)
• Customer:
• Contact Name:
• Address l:
• Address 2:
• Email:
• Telephone:
Service
# of Users (if applicable)
Monthly Rate
One -Time Fee
Add -On Seat Rate
(if applicable)
N/A
TreppLoan
N/A
Portfolio Analytics
4. Permitted Use (if applicable).
5. Term.
a. Commencement Date: November 9, 2020
b. Initial Period: Thirty-six (36) months
6. Additional Term diveTerms/Delivery/Usage Details if licable .
b. Section 2.2 of the Standard Terms and Conditions is hereby by replacing: "the greater of (i) 5% and (ii) the increase in the
consumer price index for all urban consumers in the New York/New Jersey Metropolitan area as reported by the Bureau of Labor
Statistics of the U.S. Department of Labor" with "five percent (5%)".
c. Notwithstanding Section 2.2 of the Standard Terms and Conditions, the fees for TreppLoan will increase by 5% on each of the
first (1•) and second (2"d) anniversaries of the Commencement Date. Thereafter, at the beginning of each then -current Renewal
Period, the fees for TreppLoan shall increase pursuant to Section 2.2 of the Standard Terms and Conditions.
d. A new sentence is added to Section 2.5 of the Original Standard Terms and Conditions to read as follows: "If Customer
terminates this Agreement pursuant to Section 2.4 of the Standard Terms and Conditions, Trepp shall issue a pro -rata refund to
Customer of any unearned, prepaid fees."
e. Sections 3.4 and 3.5 of the Standard Terms and Conditions are not applicable to the Services in this Customer Order Form.
f. The following phrase is hereby added to the end of the sentence is Section 4.1 of the Original Standard Terms and Conditions: ",
except as expressly contemplated in Section 2.5 of the Standard Terms and Conditions.
Section 9 is deleted in its entirety.
Notwithstanding anything to the contrary in the foregoing, any disclosure by Customer in any compliance with Colorado Revised
Statute 24-72-201, et seq, which is the Colorado Open Records Act, and 24-6-402, which is the Colorado Open Meetings Act,
does not violate the terms of this Agreement, provided that Customer shall redact, in full, the price and any other commercial
terms contained in the Customer Order Form (sample of which is attached hereto as Exhibit A). Customer agrees to immediately
notify Trepp in the event of any public records request for any of Trepp's data or for this Agreement . Customer will refuse such
request if such request suggests to Customer that a third party is seeking the use of Trepp's data for any reason beyond its own
business or research purposes, which could be a violation of the restrictions imposed by copyright or trade secret laws.
Section 12.8 of the Standard Terms and Conditions is deleted in its entirety and replaced with the following: "Neither Trepp nor
Customer is entitled to transfer or assign this Agreement, by operation of law or otherwise, without the other party's written
consent, not to be unreasonably withheld, conditioned or delayed; provided, however, no such consent shall be required in the
event of any transfer or assignment of this Agreement in connection with a sale of all or substantially all of the assets of a party,
provided further that in all instances, any transfer or assignment by Customer to any party that Trepp reasonably deems to be a
competitor of Trepp shall require the prior written consent of Trepp. Trepp may terminate this Agreement in the event of any
transfer of a majority of the stock, membership interests, partnership interests or other evidences of ownership of Customer to
any party that Trepp reasonably deems to be a competitor of Trepp."
Section 12.9 of the Standard Terms and Condition is hereby deleted in its entirety, and replaced with the following: "12.9 This
Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws
of the State of New York, without regard to principles of conflict of laws.
k. Trepp will provide sufficient and necessary support and maintenance to Trepp in relation to its use of TreppLoan and/or Portfolio
Analytics during Trepp's normal business hours. Trepp will identify in writing and provide one support resource as the Customer
support contact who will be reasonably available during Trepp's normal business hours to answer questions from Customer
regarding the same.
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1JPage
v.20.5C.
DocuSign Envelope ID: 339CCD00-A21A-492O-94E8-A250C2B089AD
By:
This Customer Order Form, the Standard Terms and Conditions attached hereto and the Terms of Use on https://www.trepp.com/terms-of-use and/or
https://www.trepp.com/trepp-default-model-terms-of-use form the Agreement between Trepp and Customer, and supersedes all prior oral or written
understanding between the parties and constitutes the entire agreement with respect to the subject matter in this Customer Order Form.
Without limiting the forgoing, by affixing their signatures below and intending to be bound, the duly authorized representatives of Trepp and
Customer indicate their agreement to the terms and conditions of this Agreement, and specifically agree that the Standard Terms and Conditions and
Terms of Use are incorporated herein by reference and that each are bound by the terms and provisions in this Customer Order Form, the Standard
Terms and Conditions, and the Terms of Use.
TREPP:
Trepp, LLC DoeuSigned by: (..--
Annemarie Di Cola
Name:
QlaAwittavit- ViCb(a
rs7n0eo81 Haws_.
CEO
Title:
CUSTOMER:
WELD COUNTY:
Al !EST:
BY:
Deputy Clerk t. f a Bo. Cl Mike Freeman, Chair
BOARD OF COUNTY COMMISSIONERS
Clerk to the Board WELD COUNTY, COLORADO
APPROVED AS TO SUBSTANCE:
ief Information Officer
0 7 2020
2 I Page v.20.5C
Trepp®
Customer Order Form
Trepp, LLC
600 Fifth Ave, 7"' Fl • New York, NY 10020
212-754-1010 • www.trepp.com
1. Customer Details.
a. User Information
• Customer:
• Contact Name:
• Address 1:
• Address 2:
• Email:
• Telephone:
Weld County
Brenda Dones
1400 N 17th Ave
Greeley, CO 80631-9563
bdones@weldgov_com
(970) 353-3845
2. Authorized Department. Weld County Assessor's Office
3. Service Details.
b.
Billing Information ® (same as User Information)
• Customer:
• Contact Name:
• Address 1:
• Address 2:
• Email:
• Telephone:
Service
# of Users (if applicable)
Monthly Rate
One -Time Fee
Add -On Seat Rate
(if applicable)
Tiept►Loan
NIA
NIA
Portfolio Analytics
4. Permitted Use (if applicable).
5. Term.
a. Commencement Date: November , 2020
b. Initial Period: Thirty-six (36) months
6. Additional Terms/Delive/Usa¢e Details (if applicable
bons is et�reby by replacing: "the greater of (i) 5% and (ii) the increase in the
consumer price index for all urban consumers in the New YorkNew Jersey Metropolitan area as reported by the Bureau of Labor
Statistics of the U.S. Department of Labor" with "five percent (5%)".
c. Notwithstanding Section 2.2 of the Standard Terms and Conditions, the fees for TreppLoan will increase by 5% on each of the
first (1S1) and second (2°d) anniversaries of the Commencement Date. Thereafter, at the beginning of each then -current Renewal
Period, the fees for TreppLoan shall increase pursuant to Section 2.2 of the Standard Terms and Conditions.
d. A new sentence is added to Section 2.5 of the Original Standard Terms and Conditions to read as follows: -If
Customer terminates this Agreement pursuant to Section 2.4 of the Standard Terms and Conditions. Trepp shall issue a pro -
rata refund to Customer of any unearned, prepaid fees."
e. Sections 3.4 and 3.5 of the Standard Terms and Conditions are not applicable to the Services in this Customer Order Form.
f. The following phrase is hereby added to the end of the sentence is Section 4.1 of the Original Standard Terms and Conditions:
", except as expressly contemplated in Section 2.5 of the Standard Terms and Conditions.
Section 9 is deleted in its entirety.
Notwithstanding anything to the contrary in the foregoing. any disclosure by Customer in any compliance with Colorado
Revised Statute 24-72-201. et seq.. which is the Colorado Open Records Act, and 24-6-402. which is the Colorado Open
Meetings Act, does not violate the terms of this Agreement. provided that Customer shall redact, in full, the price and any
other commercial terms contained in the Customer Order Fort (sample of which is attached hereto as Exhibit A). Customer
agrees to immediately notify Trepp in the event of any public records request for any of Trepp's data or for this Agreement .
Customer will refuse such request if such request suggests to Customer that a third party is seeking the use of Trepp's data for
any reason beyond its own business or research purposes. which could be a violation of the restrictions imposed by copyright or
trade secret laws.
Section 12.8 of the Standard Terns and Conditions is deleted in its entirety and replaced with the following: "Neither Trepp
nor Customer is entitled to transfer or assign this Agreement. by operation of law or otherwise, without the other party's
written consent. not to be unreasonably withheld conditioned or delayed: provided. however. no such consent shall be
required in the event of any transfer or assignment of this Agreement in connection with a sale of all or substantially all of the
assets of a party, provided further that in all instances. any transfer or assignment by Customer to any party that Trepp
reasonably deems to be a competitor of Trepp shall require the prior written consent of Trepp. Trepp may terminate this
Agreement in the event of any transfer of a majority of the stock, membership interests, partnership interests or other
evidences of ownership of Customer to any party that Trepp reasonably deems to be a competitor of Trepp."
Section 12.9 of the Standard Terms and Condition is hereby deleted in its entirety. and replaced with the following: "12.9
This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with
the laws of the State of New York. without regard to principles of conflict of laws.
k • Trepp will provide sufficient and necessary support and maintenance to Trepp in relation to its use of TreppLoan and/or Portfolio
Analytics during Trepp's normal business hours. Trepp will identify in writing and provide one support resource as the Customer
support contact who will be reasonably available during Trepp's normal business hours to answer questions from
Customer regarding the same.
g.
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1l Page v 5
This Customer Order Form, the Standard Terms and Conditions attached hereto and the Terms of Use on https://www.trepp.com/terms-of-use and/or
https://www.trepp.com/trepp-default-model-terms-of-use form the Agreement between Trepp and Customer, and supersedes all prior oral or written
understanding between the parties and constitutes the entire agreement with respect to the subject matter in this Customer Order Form.
Without limiting the forgoing, by affixing their signatures below and intending to be bound, the duly authorized representatives of Trepp and
Customer indicate their agreement to the terms and conditions of this Agreement, and specifically agree that the Standard Terms and Conditions and
Terms of Use are incorporated herein by reference and that each are bound by the terms and provisions in this Customer Order Form, the Standard
Terms and Conditions, and the Terms of Use.
TREPP:
Trepp, LLC
By:
Name:
Title:
CUSTOMER:
WELD COUNTY:
ATTEST: BOARD OF COUNTY COMMISSIONERS
Clerk to the Board WELD COUNTY, COLORADO
BY:
Deputy Clerk to the Board Mike Freeman, Chair
APPROVED AS TO SUBSTANCE:
Chief Information Officer
2 I Page v.20 5C
Trepp®
Standard Terms and Conditions
Trepp, LLC
600 Fifth Ave, 7th FL • New York, NY 10020
212-754-1010 • www.trepp.com
1. Definitions
"Agreement" means collectively this Standard Terms and Conditions, the
Customer Order Form and the Terms of Use.
"Authorized Department" means the department, business unit or division of
Customer described on the Customer Order Form, provided in the event the
"Authorized Department:" is not completed on the Customer Order Form,
then it is understood that all departments, business units and divisions of
Customer are collectively to be referenced as the Authorized Department.
"Commencement Date" means the date of commencement of the
subscription to the Service set out on the Customer Order Form.
"Customer" means the customer whose name appears on the Customer Order
Form.
"Customer Order Form" means the order form to subscribe to the Service
attached herein and incorporated herein.
"Data Feed" means any Service that is data and information compiled by
Trepp from one or more sources, and associated documentation of file
formats and data elements, provided in bulk in an electronic format,
including but not limited to Trepp Cash Flows, TreppCMBS Data FeedTM
TreppCLO® Data Feed, Trepp Bank Navigator Data Feed', Trepp-ALLR'
CRE Data Feed, and Trepp-ALLR® C&I Data Feed.
"Derived Data" means any data, models, software, or other information that
is created in whole or in part from the data or information provided in or
through the Service.
"Designated Users" means the specific employees of Customer within the
Authorized Department who are authorized to access the Service.
"Service" means the Service(s) described on the Customer Order Form.
"Standard Terms and Conditions" means these terms and conditions.
"Terms of Use" means the terms of use set forth on
http://www.trepp.com/terms-of-use and/or http://www.trepp.com/trepp-
default-model-terms-of-use in effect as of the Commencement Date, as may
be updated from time to time. All references in such Terms of Use to the
"Trepp Website" or the "Website" shall be deemed to include the Service
and all references to "you" in such Terms of Use mean Customer and its
Designated Users.
"Trepp" means Trepp, LLC, and its successors and assigns.
2. Term and Termination
2.1. This Agreement shall commence on the Commencement Date and
shall continue in full force for an initial period set out on the Customer Order
Form (the "Initial Period"), and will automatically renew thereafter for
successive one (1) year periods, each a "Renewal Period" and collectively
with the Initial Period, the "Term", unless either party gives the other party
written notice of termination at least three (3) months prior to the end of the
Initial Period or the then -current Renewal Period. Customer acknowledges
that Customer shall not receive notice of a renewal cancellation date and
expressly waives the application of New York General Obligation Law
section 5-903, and any similar laws.
2.2. Trepp may increase the fees for the Service and the Add -On Seat Rate
(defined below) after the Initial Period or after any Renewal Period,
provided that Trepp has given Customer written notice of such increase at
least four (4) months prior to the end of the Initial Period or applicable
Renewal Period; provided that in the event Trepp does not provide any such
notice, the fees for the Service and the Add -On Seat Rate after the Initial
Period or after any Renewal Period shall automatically increase by the
greater of (i) 5% and (ii) the increase in the consumer price index for all
urban consumers in the New York / New Jersey Metropolitan area as
reported by the Bureau of Labor Statistics of the U.S. Department of Labor.
2.3. Trepp may terminate this Agreement immediately on written notice
if Customer fails to make any payment due under this Agreement within ten
(10) days of the due date.
2.4. Either party may terminate this Agreement with immediate effect by
written notice if the other party:
2.4.1. commits a material breach of any of the terms of this Agreement and
(if such breach is remediable) fails to remedy that breach within thirty (30)
days of that party being notified under this sub -clause of the breach, such
notice to refer to the notifying party's intent to terminate this Agreement
unless the breach is remedied; or
2.4.2. enters any arrangement with its creditors or becomes subject to
external administration or ceases to be able to pay its debts as and when they
become due or ceases to carry on business.
2.5. If Trepp terminates this Agreement pursuant to Section 2.3 or 2.4, all
fees due by Customer through the end of the Initial Period or the then -
current Renewal Period are accelerated and immediately due and payable.
2.6. Upon termination or expiration of this Agreement:
2.6.1. Customer must return, delete, or destroy all Trepp data, information,
media or other materials, and remove all elements of Trepp data and/or cash
flows stored in enterprise databases, either provided to Customer or
downloaded and stored by Customer and all Derived Data, in connection
with this Agreement, except for archival information required for statutory
or regulatory purposes. Furthermore, Customer may no longer use the
Service, Trepp data, or Derived Data for research or reporting purposes.
2.6.2. Customer must certify in writing to Trepp as to the return, deletion or
destruction of any and all Trepp data, information, media or other materials
provided to Customer in connection with this Agreement (and any Derived
Data) in accordance with the terms of this Agreement. Such certification
shall be signed by an authorized officer of Customer and shall be provided
to Trepp within ten (10) days of the termination or expiration of this
Agreement.
2.6.3. Notwithstanding anything to the contrary in this Agreement, after the
expiration or termination of this Agreement, Customer shall have the right
to retain and use for archival or reference purposes any and all reports,
presentations, publications and other materials created by Customer during
the term of this Agreement that contain any Trepp data provided or Derived
Data created as part of the Service; provided that Customer's retention and
use of any such data shall remain subject to the surviving sections of this
Agreement.
2.7. The provisions of Sections 2.5, 2.6, 2.7, 4.3, 5, 6.2 and 8 - 12 of this
Agreement and obligations to pay fees hereunder shall survive any
termination or expiration of this Agreement.
3. Service
3.1. Trepp shall provide Customer with access to the Service in
accordance with the terms of this Agreement.
3.2. If the Service includes any Data Feed, Customer's use of the
data/prices from such Service(s) is via a license and therefore Customer does
not have the right to duplicate, redistribute, sublicense, assign or otherwise
transfer data/prices provided to Customer in connection with such Services.
3.3. To the extent that the Service includes a subscription of TreppTrade®
and/or Trepp CMBS Analytics on the WebTM, the fees for such Service will
include access to TreppWatchTM for the same Designated Users as
TreppTrade® and/or Trepp CMBS Analytics on the WebTM
3.4. If an Add -On Seat Rate is quoted for a certain Service, Customer may
request additional access to the Service in addition to the initial Designated
Users permitted under this Agreement, on the terms described herein.
3.5. Upon enabling the additional Designated Users requested by
Customer pursuant to Section 3.4, no further documentation will be required
between Customer and Trepp. Trepp will incrementally invoice Customer
at the monthly rate described on Customer Order Form per additional
Designated User (the "Add -On Seat Rate") on the next applicable invoice.
It is understood and agreed that the number of Designated Users may be
increased during the term of this Agreement, but may not be decreased.
Upon any renewal of the term of this Agreement, with respect to each
1 I Page
20 SC
additional Designated User who was added during the immediately
preceding term, Customer will continue to be billed by Trepp for additional
Designated User at the Add -On Seat Rate, plus any increase as described in
Section 2.2 of these Standard Terms and Conditions.
3.6. If the Service includes installed software, Trepp grants to Customer
a non-exclusive, non -transferable, non-sublicensable, non -assignable
limited right and license to use that software (the "Software") solely and
exclusively for the internal business use of the Authorized Department in
connection with accessing and using the Service. Customer may maintain
one copy of the Software for archival or backup purposes only. The
Software is not intended for use with data not supplied by Trepp. Unless
permitted by law, the Software may not be reverse engineered, decompiled,
or disassembled. The Software (and all copies thereof) shall be returned to
Trepp upon any termination or expiration of this Agreement.
3.7. Any data provided in the Service is not formatted for use with
software not supplied by Trepp.
3.8. In the event the Service includes a Data Feed, Trepp's prior written
approval is required for Customer to use such Service with any third party
software application; provided however, that that use of such Service with
data warehousing, relational database or office productivity software will be
deemed approved by Trepp.
4. Payment
4.1. Customer will pay the fees for the Service described on the Customer
Order Form. All fees are non-refundable.
4.2. To the extent that the fees for any Service are quoted on the Customer
Order Form as a "Monthly Rate", Customer will be invoiced annually in
advance for such fees. Notwithstanding the foregoing sentence and Section
12.2 below, Customer may request to be invoiced at a different billing
frequency via any communication method acceptable to Trepp, including,
without limitation, an e-mail notification. To the extent that the fees for any
Service are quoted on the Customer Order Form as "One -Time Fees",
Customer will be invoiced for all of such One -Time Fees in advance. All
fees are due and payable thirty (30) days from receipt of invoice by
Customer. All fees and other payments pursuant to this Agreement shall be
in U.S. Dollars. Any fees not paid when due shall bear interest at a monthly
rate of 1.5%. It is understood and agreed that no Service for which the "One -
Time Fees" apply will be made available to Customer until payment in full
of such "One -Time Fees" has been received by Trepp. If Customer fails to
make any payment due under this Agreement within ten (10) days of the due
date, or is otherwise in breach of any of the terms of this Agreement, in
addition to any of its other rights or remedies (including, without limitation,
any termination rights set forth herein), Trepp reserves the right to suspend
Customer's access to the applicable Service(s), without any liability of
Trepp to Customer, until such payments are paid in full or such breach is
remedied to Trepp's satisfaction.
4.3. Customer will pay Trepp all sales taxes or equivalent non -income
based taxes such as VAT charges, as applicable, on the fees. Customer will
be responsible for and reimburse Trepp for all fees and costs associated with
collection of any past due amount owed by Customer.
5. Use
5.1. The Service is provided for use only by Designated Users of the
Authorized Department for the Authorized Department's internal business
purposes, and may not be provided to, or used or accessed by any other
person or entity (including, without limitation, any employee of any other
department, business unit or division of Customer) without Trepp's prior
written consent. Notwithstanding anything to the contrary contained herein,
Customer shall have the right to use or cite discrete portions of the Trepp
data that Customer receives in connection with the Service in internal
presentations or presentations to its clients or partners (but not in any filings
required or made under or pursuant to any securities laws) provided that (i)
Customer shall not reproduce, copy, distribute, use or cite any part of the
Trepp data which could in any way result in that information or data being
used as either (A) a substitute for the Service or (B) to compete with Trepp
and (ii) Customer properly and conspicuously attributes all such Trepp data
as having been received from Trepp.
5.2. Derived Data may not be sold, used by or transferred to any other
party without prior written consent of Trepp, except that Customer may
show the Derived Data to clients in support of the normal course of its
business, provided that Customer shall not employ or disseminate any
amount of the Derived Data which could cause the information so used or
distributed to be susceptible to use, substantially as a source of, or a
substitute for, the Service or to compete with Trepp.
5.3. Notwithstanding anything to the contrary herein, the Service may not
in any event be used or be permitted to be used in any manner that is
competitive with Trepp's distribution or sale of all or any part of the Service
or of any other product or service distributed or sold by Trepp from time to
time.
5.4. The Service and any Derived Data may only be accessed and used
within the United States. Any distribution of any of the data or information
obtained through the Service, or any Derived Data, may not be exported out
of the United States or used by any person or entity not located in the United
States. Any violation of the foregoing covenant shall be considered a
material breach of this Agreement and, notwithstanding anything herein to
the contrary, shall give Trepp the immediate right to suspend or terminate
this Agreement (at its discretion) upon written notice to Customer.
5.5. Customer shall not reverse engineer, disassemble, de-anonymize,
decompile or otherwise attempt to access or determine the source of the data
or source code within the Service.
5.6. None of the Service, Derived Data, nor any other data, material or
any other information contained in, or provided in or through the Service
and/or otherwise in connection with this Agreement, may be used,
reproduced, transferred to, or combined in any way with any neural
networks, machine learning system, artificial intelligence or other similar
software techniques or systems whatsoever, whether now known or
developed or devised following the Commencement Date.
6. Data
6.1. Customer will not print out, download or otherwise copy material
amounts of data from the Service during any month without Trepp's prior
written consent, which shall not be unreasonably withheld. This Section 6.1
will not apply to downloads or copying data from any Data Feed or Trepp
Default Model®.
6.2. Customer recognizes that while Trepp and its information providers
rely upon sources believed to be accurate, they have not independently
verified significant portions of such data. Trepp does not guarantee or
warrant that it provides trading level quality data and makes no
representation or warranty as to the accuracy or completeness of such data.
6.3. If the Service includes a Data Feed, Customer will implement and
maintain security measures with respect to the Data Feed in Customer's
possession that effectively restricts access to the Data Feed only to
individuals in the Authorized Department with a need to know such Data
Feed in connection with the Permitted Use, and protect the Data Feed from
unauthorized use, alteration, access, publication and distribution. In no event
shall such security measures be less restrictive than those Customer employs
to safeguard its most confidential information. In the event of an actual or
suspected breach of such security measures, Customer shall notify Trepp
within twenty-four (24) hours of such actual or suspected breach.
7. No Access to Other Trepp Products and Services
7.1. Unless specifically provided for in Section 3.3, access to the Service
will not include access to other Trepp products and services, for which
Trepp charges separate fees.
8. Passwords and Confidentiality
8.1. Customer will not share or send confidential email alerts from Trepp
to anyone outside of its own employees, who are bound by confidentiality
obligations as further described in Section 8.3 below.
8.2. Trepp will authorize a password for each Designated User of the
Service. That password is personal to the Designated User and such
Designated User is obligated to keep the user name and password
confidential and may not share the password with any other employee of
Customer. Customer may change Designated Users and obtain new
passwords for such Designated Users upon prior written notice to Trepp.
2 I Page
v.20.8C
Customer, shall immediately notify Trepp if any third party gains or has the
potential to gain access to any of Customer's passwords, and shall be fully
responsible for any and all activities that occur under any password, whether
conducted by a Designated User, other employee or a third party.
8.3. Each party acknowledges that it or its employees may, in the course
of performing this Agreement, be exposed to or acquire information which
is proprietary to or confidential to the other, its affiliated companies or third
parties to whom such party has a duty of confidentiality. Any and all non-
public information of any form disclosed by either party in the performance
of this Agreement shall be deemed to be confidential and proprietary
information. Each party agrees to hold confidential information of the other
party in strict confidence and not to disclose such information to third parties
or to use such information for any purpose whatsoever other than as
contemplated by this Agreement and to advise each of their respective
employees, agents or consultants who may be exposed to such proprietary
and confidential information of their obligations to keep such information
confidential. Confidential information shall not include information which
the receiving party can show by objective or verifiable evidence is (i) in or
becomes part of the public domain other than by disclosure by a party in
violation of this Agreement, (ii) demonstrably known to such party
previously, (iii) independently developed by such party outside of this
Agreement or (iv) rightfully obtained by such party from third parties.
Notwithstanding the foregoing, Customer agrees that the data compilation
supplied through the Service is not in the "public domain" but is proprietary
to Trepp. if the receiving party is required by law to disclose confidential
information, the receiving party may do so without breaching this Section 8
upon prior written notice to the disclosing party, unless legally prohibited,
and then only to the extent necessary to comply with the law. Trepp and
Customer understand and agree that, in the event of a breach of this section,
damages may not be an adequate remedy and each party may be entitled to
injunctive relief to restrain any such breach, threatened or actual.
9. Indemnification
9.1. Customer agrees to indemnify and hold harmless Trepp (and its
directors, officers, employees or agents)(collectively, the "indemnified
Parties") against any losses, claims, damages, liabilities and reasonable costs
and expenses to which any of them may become subject (including any
collection agent fees, court costs and attorneys' fees): (i) as a result of a
breach of any warranty or covenant of Customer under this Agreement; (ii)
as a result of a threatened, pending or completed claim, demand or action,
by any person not a party to this Agreement arising from Customer's use or
application of the Service, or their results; and/or (iii) under the Securities
Act of 1933, as amended, or similar laws of any nation, or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any offering memorandum,
prospectus or similar such document, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading.
9.2. The rights of any Indemnified Party under this Section 9 are in
addition to any other rights that any Indemnified Party may be entitled as a
matter of law or otherwise.
10. Incorporation and Inconsistency
10.1. Without limiting anything herein, the provisions in the Terms of Use
shall apply to the Service and the Service is provided subject to such
provisions.
10.2. The following order of preference shall be applied to this Agreement
between Customer and Trepp in the event of a conflict between terms: 1.
Customer Order Form; 2. Standard Terms and Conditions; 3. Terms of Use.
11. Notices
11.1. All notices given under this Agreement shall be in writing and in the
English language and shall be sent by prepaid post, reputable overnight
courier or email to Trepp's or Customer's principal place of business.
11.2. Any notice sent by post shall be deemed (in the absence of evidence
of earlier receipt) to have been delivered five (5) days after its dispatch.
11.3. Any notice sent by email shall be deemed (in the absence of evidence
of earlier receipt) to have been delivered on the next working day following
transmission.
12. Miscellaneous
12.1. This Agreement supersedes all prior oral or written understanding
between the parties and constitutes the entire agreement with respect to the
subject matter in this Agreement.
12.2. This Agreement shall not be modified or amended except in writing
and when signed by authorized representatives of the parties thereto.
12.3. The invalidity of any provision of this Agreement shall not affect the
validity of the remaining provisions.
12.4. Customer agrees that this Agreement is intended to be kept
confidential to the marketplace at large. Therefore, Customer shall not
disclose this Agreement, any portion hereof, or any of the terms hereof to
any third party.
12.5. The parties shall at all times comply, and shall ensure that their
personnel comply, with respect to the performance of this Agreement, with
all applicable laws and regulations concerning bribery and corruption.
Either party may terminate this Agreement with immediate effect (or on
such later date as reasonably determined by the first party) by written notice
to the other party if the other party commits any breach of this section or if
the first party reasonably considers that the other party has committed any
breach of this section.
12.6. Trepp shall not be liable for any failures or delays in the provision of
the Services due to causes beyond its reasonable control or anticipation,
including, without limitation, fire, war, earthquake, pandemic, epidemic,
labor controversies, riots, civil commotion, acts or restrictions of any
government or governmental agency, orders of court, or failures or delays
of any of its third party suppliers or subcontractors.
12.7. In the event the Service includes third party data or services and
Trepp's agreement with such third party for such third party data or services
is terminated, the Service shall cease to include such third party data and
services, and Trepp shall not be deemed to be in breach of this Agreement,
provided that Trepp shall use commercially reasonable efforts to replace
such terminated third party data or services with equally suitable,
functionally equivalent, data or services.
12.8. Customer is not entitled to transfer or assign this Agreement, by
operation of law or otherwise, without Trepp's prior written consent. Any
transfer of a majority of the stock, membership interests, partnership
interests or other evidences of ownership of Customer shall be deemed to
be an assignment of this Agreement. Trepp may assign, sub -contract or sub-
let this Agreement, or any part hereof or thereof.
12.9. This Agreement and the rights and obligations of the parties
hereunder shall be governed by and construed in accordance with the laws
of the State of New York, without regard to principles of conflict of laws.
The parties agree that the federal and state courts located in New York
County in the State of New York is the exclusive jurisdiction over any
dispute arising out of or relating to this Agreement.
12.10. The application of the United Nations Convention on Contracts for
the International Sale of Goods is expressly excluded from this Agreement.
3 I Page
v 20 SC
Contract Form
Entity Information
Entity Name*
TREPP LLC
New Contract Request
Entity ID*
p00043002
Contract Name*
TREPP COMMERCIAL REAL ESTATE SERVICES AGREEMENT
Contract Status
CTB REVIEW
❑ New Entity?
Contract ID
4273
Contract Lead*
MKERKSIEK
Contract Lead Email
mkerksiek@co.weld.co.us
Parent Contract ID
Requires Board Approval
YES
Department Project #
AS -1166
Contract Description*
THE ASSESSOR'S OFFICE IS IN NEED OF REAL ESTATE SERVICES IN ORDER TO VALUE COMMERCIAL PROPERTY BECAUSE OF
LACK OF SALES DUE TO COVID. THIS CONTRACT IS A SERVICE AGREEMENT WITH TREPP FOR THOSE SERVICES.
Contract Description 2
Contract Type*
AGREEMENT
Amount*
$37,440.00
Renewable*
YES
Automatic Renewal
NO
Grant
NO
IGA
NO
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM-
InformationTechnologyGISc
weldgov.com
Department Head Email
CM-
InformationTechnologyGlS-
DeptHead Weldgov.com
County Attorney
GENERAL COUNTY
A i I ORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY aWELDG
OV,COM
Requested BOCC Agenda
Date*
12/07;2020
Due Date
12.03/2020
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be included?
NO
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnBase
Contract Dates
Effective Date
12/07/2020
Termination Notice Period
Contact Information
Contact Info
Contact Name Contact Type
CHRIS SUMMERS PRIMARY
Purchasing
Purchasing Approver
CONSENT
Approval Process
Department Head
RYAN ROSE
DH Approved Date
12/01/2020
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
12 07?2020
Originator
MKERKSIEK
Review Date*
08;07!2023
Committed Delivery Date
Contact Email
CHRIS_SUMMERSI TREPP.COM
Finance Approver
CONSENT
Renewal Date*
12/07/2023
Expiration Date
Contact Phone 1 Contact Phone 2
214-735-2387
Purchasing Approved Date
12/01/'2020
Finance Approved Date
12,01 +2020
Tyler Ref it
AG 120720
Legal Counsel
CONSENT
Legal Counsel Approved Date
12/01,2020
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