HomeMy WebLinkAbout20201380.tiffBOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Recordings for B2000040 demos
DEPARTMENT: Information Technology
DATE: 4/27/2020
PERSON REQUESTING: Ryan Rose g.
Brief description of the problem/issue:
Right now, were in the process of demos for bid B2000040. We have agreed to do virtual demos as a part of
round 1 of the evaluation of the RFP. We requested permission from each vendor to record these demos because
first responders may be unavailable due to them responding to covid-19 issues as a part of their job. Each
vendor agreed but requires us to sign an NDA before allowing us to record.
Included are the four finalists for the RFP and their NDA.
Gabe Kalousek has reviewed the NDAs
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
Sign the NDA and we will move forward with the demos allowing us to record for those first responders that
are not able to attend
Choose not to sign the NDA and we will move forward with the demos without recording
Recommendation:
Weld County IT recommends that the Board grant approval for the Chair to sign the Non -disclosure agreement
Mike Freeman, Chair
Scott K. James
Barbara Kirkmeyer
Steve Moreno, Pro -Tern
Kevin D. Ross
Approve
Recommendation Work Session
Schedule
Other/Comments:
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2020-1380
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DocuSign Envelope ID: B2A59CA2-AA0D-4B55-981F-53059DDB2617
NON -DISCLOSURE AGREEMENT
This NON -DISCLOSURE AGREEMENT (hereinafter referred to as "Agreement) is made and entered into as of April 1,
2020 ("Effective Date").
In consideration of CentralSquare Technologies, LLC a Delaware limited liability company, having a place of business
at 1000 Business Center Drive, Lake Mary, FL 32746 ("CentralSquare") and the County of Weld, CO, having a place of
business at 1950 W"O" St., Greeley, CO 80631 ("County"), making available to the other party certain Confidential Information
(as defined below) for the purpose(s) defined below ("Purpose"). For convenience CentralSquare and are sometimes referred
to collectively as Parties. The Parties acknowledge and agree that, upon a Party disclosing Confidential Information (the
"Disclosing Party") to the other Party (the "Recipient"), the Recipient shall be under an obligation of confidentiality with respect
of the Confidential Information, all as more specifically set out herein. Recipient hereby covenants and agrees as follows:
1. Confidential Information Defined. Each Party possesses certain non-public proprietary information, which has
economic value and is protected with reasonable safeguards to maintain its secrecy ("Confidential Information"). Confidential
Information may include, but is not limited to: (i) any financial data, business and other plans, specifications, equipment
designs, electronic configurations, design information, product architecture, algorithms, quality assurance plans, inventions
(whether or not the subject of pending patent applications), ideas, discoveries, formulae, models, requirements, standards,
trade and manufacturing secrets, drawings, samples, devices, computer programs, demonstrations, technical information,
as well as any and all intellectual and industrial property rights contained therein or in relation thereto, title to which belongs
to the disclosing Party or which the disclosing Party has a right to disclose; (ii) any information which can be obtained by
examination, testing or analysis of any of the items in (i) above and any hardware, software or any component part thereof
provided directly or indirectly by the disclosing Party to the receiving Party; and (iii) analyses, compilations, derivatives,
studies, reports, notes and other documents prepared by the receiving Party or its employees which contain or otherwise
reflect or are generated from any of (i) or (ii) above.
2. Confidential Information Identified. To be subject to the terms and conditions set forth in this Agreement,
Confidential Information must be disclosed either: (i) in writing and conspicuously marked with a restrictive legend identifying
it as being a Party's Confidential Information; (ii) orally or visually and identified at the time of disclosure as Confidential
Information and subsequently confirmed in writing by the disclosing Party within fifteen (15) days after such disclosure
specifically identifying that portion of information that is Confidential Information, or (iii) would otherwise be recognized by a
reasonable person as being Confidential Information under the circumstances of such disclosure.. If the Disclosing Party fails to place
a restrictive legend on Confidential Information disclosed in written form, it may, within thirty (30) days of the initial disclosure,
reissue the Confidential Information with an appropriate legend and provide the Recipient with written notice of the oversight,
the date in which it occurred and the names of the Recipient's representatives to whom the disclosure was made.
3. Use of Confidential Information; Purpose. Recipient shall use Disclosing Party's Confidential Information solely for
the purpose of providing a copy of recorded two way demo to the County after demo completion (hereinafter
"Purpose"). Recipient shall not use or exploit Disclosing Party's Confidential Information for its own benefit or for the benefit
of another except for the Purpose stated herein, without the prior written consent of Disclosing Party, which consent may be
withheld for any or for no reason. Recipient's use of Disclosing Party's Confidential Information shall be solely for the purpose
expressly permitted herein and any use outside the expressed purpose shall be a breach of this Agreement.
4. Disclosure. Disclosing Party's and the Recipient's respective points of contact will coordinate and document as
necessary the disclosure to Recipient by Disclosing Party. The initial point of contact for CentralSquare will be James
Gartner and Josh Thimgan for the County. Confidential Information will be disclosed either: a) in writing; b) by delivery of
items; c) by initiation of access to Confidential Information, such as may be contained in a data base; or d) by oral and/or
visual presentation. Neither Party has an obligation to provide Confidential Information to the other Party as the result of
entering into this Agreement.
5. Non -Disclosure and Protection of Confidential Information. Recipient hereby acknowledges that the
Confidential Information is confidential to, and constitutes a valuable asset of, Disclosing Party. Recipient will hold all of
the Confidential Information in strict confidence, and except as expressly set forth herein, will not disclose such Confidential
Information to any third person(s) (which term as used in this Agreement will be broadly interpreted to include, without
limitation, any corporation, company, group, partnership, agency, or individual) unless required to do so pursuant to C.R.S.
24-72-202 et seq or other Colorado law. Recipient shall use the Confidential Information only in connection with the
Purpose; to disclose the Confidential Information only to its officers, directors, employees and advisors who need to know
the Confidential Information to accomplish the Purpose; to safeguard the Confidential Information with the same degree of
care to avoid unauthorized use, dissemination, publication of or access to the Confidential Information as Recipient uses
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to protect its own proprietary information of a similar nature, but in no case less than reasonable care. It is Recipient's
responsibility to ensure that any officers, directors, or employees who have access to the Confidential Information will, prior
to being provided with any or all of the Confidential Information, are bound by confidentiality terms and conditions at least
as restrictive as those contained in this Agreement. Recipient shall not use the Confidential Information in any respect to
compete with Disclosing Party at any time or provide such Confidential Information to a third party to compete with
Disclosing Party.
6. Exceptions to Obligations. The nondisclosure obligations of Recipient hereunder shall not apply to information
that is already in its possession without obligation of confidentiality; developed independently; obtained from a source other
than the Discloser without obligation of confidentiality; publicly available when received, or thereafter becomes publicly
available through no fault of the Recipient; or disclosed by the Discloser to another party without obligation of confidentiality.
7. Disclosure Obligations Required by Law. Any disclosure required by the Recipient pursuant to a court order or
other legal or administrative directive or other state law (a "Legal Order") shall be subject to the Recipient providing the
Disclosing Party with
a) Prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other
remedy;.
If after providing such notice, and in the event the Recipient remains subject to a Legal Order to disclose any
Confidential Information, the Recipient shall disclose, and if applicable, shall require its representatives or other persons
to whom such Legal Order is directed to disclose, no more than that portion of the Confidential Information, which such
Legal Order specifically requires, and shall use commercially reasonable efforts to obtain assurance from the applicable
court or agency that such Confidential Information will be afforded confidential treatment.
8. Property Rights in Disclosing Party's Confidential Information. All of Disclosing Party's Confidential Information
shall remain the property of Disclosing Party and the disclosure hereunder does not confer upon Recipient any license,
interest or rights of any kind in or to Disclosing Party's Confidential Information. This Agreement shall not be deemed to
constitute a grant, by implication or otherwise, of a right or license to any patents or patent applications, trademarks, service
marks, or copyrights of Disclosing Party.
9. No Warranty. DISCLOSING PARTY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
AS TO THE NON -INFRINGING NATURE, ACCURACY OR COMPLETENESS OF DISCLOSING PARTY'S
CONFIDENTIAL INFORMATION NOR DOES DISCLOSING PARTY MAKE ANY OTHER WARRANTY WITH RESPECT
TO THE CONFIDENTIAL INFORMATION IT DISCLOSES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILTY, TITLE AND/OR FITNESS FOR A PARTICULAR PURPOSE. RECIPIENT AGREES THAT
DISCLOSING PARTY SHALL HAVE NO LIABILITY TO RECIPIENT RELATING TO OR RESULTING FROM THE USE OF
DISCLOSING PARTY'S CONFIDENTIAL INFORMATION OR ANY ERRORS OR OMISSIONS THEREIN.
10. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall expire two (2)
years from the Effective Date. This Agreement may be terminated by either party upon notice. Notwithstanding anything to
the contrary herein, each Party's rights and obligations under this Agreement shall survive the expiration or termination of this
Agreement for a period of five (5) years from the date of such expiration or termination, even after the return or destruction
of Confidential Information by the Recipient (the "Survival Period"), provided that for any and all:
a) personally identifiable information disclosed by Disclosing Party hereunder, the Survival Period shall last for the
period of time required under applicable federal, state, and/or local law; and
b) trade secrets of the Disclosing Party, the Survival Period shall last for as long as such Confidential Information
qualifies as a trade secret under applicable law.
11. Return or Destruction of Disclosing Party's Confidential Information. Recipient shall, upon termination of this
Agreement for any reason, or upon demand by Disclosing Party, return to Disclosing Party all copies of Disclosing Party's
Confidential Information in Recipient's possession or under Recipient's control, or destroy all copies of Disclosing Party's
Confidential Information in Recipient's possession and so certify such destruction to the Disclosing Party in writing.
Notwithstanding the foregoing, the Recipient may retain data or records in electronic form containing Confidential Information
for the purposes of backup, recovery, contingency planning, or business continuity planning, so long as such data or records,
to the extent not permanently deleted or overwritten in the ordinary course of business, are not accessible in the ordinary
course of business and are not accessed except as required for backup, recovery, contingency planning, or business
continuity purposes.
12. Injunctive Relief. Recipient acknowledges that the use or disclosure of Disclosing Party's Confidential Information in
a manner inconsistent with this Agreement by Recipient or Recipient personnel or anyone who obtains Disclosing Party's
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DocuSign Envelope ID: B2A59CA2-AA0Dr 655-981 F-53059DDB2617
Confidential Information from or through Recipient or Recipient personnel may cause irreparable damage. Disclosing Party
shall have the right to seek equitable and injunctive relief to prevent the unauthorized use or disclosure of any of Disclosing
Party's Confidential Information as well as all other remedies available at law or in equity.
13. Unauthorized Use. Recipient shall promptly advise Disclosing Party in writing if Recipient learns of any unauthorized
use or disclosure of Disclosing Party's Confidential Information, and shall immediately take all steps within Recipient's
reasonable control to stop any unauthorized use by or disclosure of Disclosing Party's Confidential Information by Recipient
personnel or former employees or any third party.
14. Governing Law. This Agreement shall be interpreted in accordance with and governed by the laws of the State of
Colorado . Any suit brought to enforce this Agreement or any of its terms shall be brought in a court of competent jurisdiction
in Colorado .
15. Notices. Any notice, request, demand, or other communication required or permitted hereunder will be given in
writing, communication charges prepaid, to the party to be notified. All communications will be deemed given when received.
The addresses for the parties for the purposes of such communication are the addresses as set forth below on the signature
page of this Agreement or such other address as the party receiving the notice has previously notified the other parties of, in
writing.
16.
17. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other
provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision has
been omitted; provided, however, this provision shall not operate to materially alter the effect or intent of this Agreement.
18. Headings. The headings of the several divisions of this Agreement are for convenience only and shall not be
construed to be a part of this Agreement.
19. Parties Bound. Subject to all of the terms and conditions hereof, this Agreement inures to the benefit of and is binding
upon the parties hereto and their successors and permitted assigns.
20. Assignment. The Agreement may not be assigned or conveyed by either party, in whole or in part, without the prior
written consent of the other party. Notwithstanding the foregoing, either Party may assign this Agreement without the other
Party's consent in conjunction with the transfer of substantially all of the Party's business or assets pertaining thereto whether
by merger, asset purchase or other acquisition by law, provided that the acquiring party agrees to be bound by the terms of
this Agreement and is not a competitor of the non -assigning Party.
21. No Waiver. Failure or delay by Disclosing Party in exercising any right, power or privilege hereunder will not
operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any right, power or privilege hereunder.
22. Entire Agreement; Modification. This Agreement constitutes the entire agreement of the parties relating to the
subject matter hereof and shall supersede any prior oral or written agreements or understandings between the parties as to
the subject matter hereof. No further modification of this instrument shall be effective unless in writing and signed by duly
authorized representatives of each party hereto.
No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities,
rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as
applicable now or hereafter amended.
Both parties acknowledge that they have read this Agreement and agree to the terms and conditions herein.
Accepted and agreed by:
County of Weld
1950 W "O" St
Greeley, CO 80631
3
Accepted and agreed by:
CentralSquare Technologies, LLC
1000 Business Center Drive
Lake Mary, Florida 32746
DocuSign Envelope I�A2-AA0D-4B55-981 F-53059DDB2617
Signature
Mike Freeman, BOOC (lair
Print Name & Title
4
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Kevin Price
Corporate Counsel II- Commen
Print Name & Title
4/27/2020
ONLINE DEMONSTRATION AGREEMENT
This Online Demonstration Agreement ("Agreement") is effective April 24 , 2020 ("Effective Date") between
Motorola Solutions, Inc., a Delaware corporation, with an office at 7237 Church Ranch Blvd, Suite 406, Westminster, CO
80021 ("Motorola") and Weld County, CO ("County').
WHEREAS, County released its Request for Proposal ("RFP") No. B2000040 for a Public Safety Integrated Software So-
lution.
WHEREAS, pursuant to the required submission dates articulated in the RFP, Motorola submitted its proposal in re-
sponse to the RFP (the "Response");
WHEREAS, pursuant to Section 3.3 of the RFP responding vendors are to be available for onsite demonstrations be-
tween 5/3/2020 and 6/13/2020;
WHEREAS, current and ongoing public health emergencies in response to COVID-19 prohibit large in -person gatherings
such as may be present in an onsite demonstration.
WHEREAS, County has requested and Motorola has agreed to provide an online demonstration (the "Demo") of the solu-
tion described in the Response via webinar with ability for County to record the online demo.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is mutually acknowledged,
the parties agree as follows:
1. UNDERSTANDING
Motorola will provide at its expense the Demo to County at a mutually agreed time. Motorola grants to County permission
to internally view and record the Demo for County's internal evaluation purposes only. No other reproduction or viewing is
permitted without Motorola's express written authorization unless required by Colorado state law.
2. MISCELLANEOUS
County may not assign this Agreement or any rights hereunder, and any attempt to do so shall be void. Motorola shall
provide the Demo as an independent contractor. Without limiting the generality of the foregoing, none of the parties shall
take any action whatsoever or assume any obligation or responsibility on behalf of the other, except as expressly provided
for and permitted under the terms of this Agreement. This Agreement represents the entire agreement and understanding
between the parties regarding the subject hereof and supersedes all previous oral or written communications. This
Agreement may not be modified or waived except in writing signed by an officer or other authorized representative of both
parties. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the
purpose of our agreement. Colorado law governs this Agreement.
IN WITNESS WHEREpF, the parties hereto have caused this Agreement to be executed by their authorized
representaffves.
MOTOROLA Sht,uTIONS, INC. WELD C! UNTY
r
Authorized Signature
Larry Mabry
Authorized Signature
Mike Freeman
Printed Name Printed Name
MSSSI Vice President & Director Sales Chair, Board of Weld County Ccomissi
Title
04/20/2020
Date Date
Title
MAY 1 12020
-1- v.4-7-2020
020020 -i3gD
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CONFIDENTIALITY & NON -DISCLOSURE AGREEMENT
f/iThis Confidentiality & Non -Disclosure Agreement ("Agreement") is made this // day of
2020 between Tyler Technologies, Inc., with offices at 1 Tyler Drive, Yarmouth, Maine 04096
("Tyler") and Weld County, with offices at 1150 O St., Greeley, CO 80631 (the "Client"), with Tyler and
the Client also being referred to individually herein as a "Party," and collectively as the "Parties."
WHEREAS, Tyler may disclose Confidential Information, as hereinafter defined, to the Client during a
recorded demonstration provided in connection with Tyler's response to a Client Request for Proposal;
and
WHEREAS, the Parties may thereafter continue to exchange Confidential Information during the
proposal evaluation process; and
WHEREAS, whereas each Party desires to protect its Confidential Information;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
I. Confidential Information. As used in this Agreement, "Confidential Information" means all
information of the Parties, in whatever form transmitted, including but not limited to Tyler's
recorded demonstration, that:
A. is not generally known to the public, whether of a technical, business or other nature
including, without limitation any and all intellectual property rights either Party holds in
and to its software, services and/or documentation, including patents, copyrights, and
trademarks and trade secrets;
B. is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving
Party") or that is otherwise learned by the Receiving Party in the course of its
discussions or business dealings with, or due to its physical or electronic access to the
premises or property of, the Disclosing Party; and/or
C. has been identified as being proprietary and/or confidential, or that would reasonably
be deemed to be proprietary and/or confidential based upon the nature of the
circumstances surrounding its disclosure or receipt.
II. Exceptions. "Confidential Information" does not include information which
A. becomes generally available to the public other than as a result of a disclosure by the
Receiving Party;
B. was available to the Receiving Party on a non -confidential basis prior to its receipt by
the Receiving Party;
C. becomes available to the Receiving Party on a non -confidential basis from a source
other than the Disclosing Party, its representatives or its agents, provided that such
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source is not bound by a confidentiality agreement with the Disclosing Party, its
representatives or its agents or otherwise is prohibited from transmitting the
information to the Receiving Party by a contractual, legal or fiduciary obligation; or
D. was independently developed by the Receiving Party without access to or the benefit of
the Confidential Information.
III. Use of Confidential Information. The Receiving Party, except as expressly provided in this
Agreement, will not disclose Confidential Information to anyone without the Disclosing Party's
prior written consent. In addition, the Receiving Party will not use, or permit others to use,
Confidential Information for any purpose other than for the limited purpose or purposes for
which the disclosure of the Confidential Information is originally made. Permitted use of Tyler's
recorded demonstration is exclusively limited to the Client's internal reference for the
purposes of evaluating proposal responses. Permitted use of other Confidential Information
under this Agreement may include disclosure of that other Confidential Information to
employees or representatives of the Receiving Party provided, however, that the Receiving Party
informs such person or persons of this Agreement and will be responsible for any breach of this
Agreement by such person or persons.
IV. Exportation. Neither Party shall export, directly or indirectly, any technical data acquired from
the other Party pursuant to this Agreement or any product utilizing any such data to any country
for which the United States government or any agency thereof at the time of export requires an
export license or other governmental approval without first obtaining such license or approval.
V. Public Records or Governmental Request. Should the Receiving Party receive a public records
request, or otherwise be directed by any governmental authority to disclose any or all of the
Disclosing Party's Confidential Information, the Receiving Party shall promptly provide notice to
the Disclosing Party of such request to allow the Disclosing Party an opportunity to prevent such
disclosure in accordance with applicable law.
VI. Ownership of Confidential Information. All Confidential Information will remain the exclusive
property of the Disclosing Party, and the Receiving Party will have no rights, by license or
otherwise, to use the Confidential Information except as expressly provided herein or in a
separate written agreement specifically granting such rights.
VII. Protection of Confidential Information. The Receiving Party will take all reasonable measures
to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at
a minimum, those measures it takes to protect its own confidential information, and, in any
event, at least in a manner considered commercially reasonable.
VIII. Unauthorized Disclosure. The Receiving Party shall immediately notify the Disclosing Party
upon the discovery of any loss or unauthorized disclosure or use of the Confidential Information
of the Disclosing Party.
IX. Injunctive Relief. Each Party acknowledges and agrees that a breach by it or one of its affiliates,
employees or representatives of any of the covenants set forth in this Agreement will cause
irreparable injury to the other Party and its business for which damages, even if available, will
not constitute an adequate remedy. Accordingly, each Party, for itself and its affiliates,
employees and representatives, agrees that the other Party, in addition to any other remedy
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available at law or in equity, shall be entitled to the issuance of injunctive relief (including,
without limitation, specific performance) by a court of competent jurisdiction in order to
enforce the covenants and agreements contained herein. Nothing herein shall constitute a
waiver of any immunity afforded the Client.
X. RESERVED.
XI. Non -waiver. Any failure by either Party to enforce performance of any provision of this
Agreement will not constitute a waiver of its right to subsequently enforce such provision or any
other provision of this Agreement.
XII. No Trading in Tyler Common Stock. The Client acknowledges that Tyler is a publicly -traded
company listed on the New York Stock Exchange, and therefore agrees that any material,
nonpublic Confidential Information regarding Tyler that is disclosed to the Client may not be
used as a basis for trading in Tyler stock by the Client or its representatives.
XIII. Assignment. Neither Party may assign this Agreement or any rights or obligations hereof
without the prior written consent of the other Party, and any attempted assignment without
such consent shall be null, void, and of no effect. Notwithstanding the foregoing, Tyler may
without the prior written consent of the Client, assign the contract in its entirety to the surviving
entity of any merger or consolidation or to any purchaser of substantially all of Tyler's assets.
XIV. Survival. The Receiving Party's obligations under this Agreement shall survive termination or
expiration of this Agreement and shall be binding upon the Receiving Party's heirs, successors,
and assigns, as applicable.
XV. Notices. All notices or communications required or permitted as a part of this Agreement shall
be in writing (unless another verifiable medium is expressly authorized) and shall be deemed
delivered when:
A. actually received,
B. upon receipt by sender of a certified mail, return receipt signed by an employee or
agent of the Party,
C. upon receipt by sender of proof of email delivery, or
D. if not actually received, ten (10) days after deposit with the United States Postal Service
authorized mail center with proper postage (certified mail, return receipt requested)
affixed and addressed to the respective other party at the address set forth in this
Agreement or such other address as the Party may have designated by notice or
Agreement amendment to the other Party.
Consequences to be borne due to failure to receive a notice due to improper notification by the
intended Receiving Party of a new address will be borne by the intended Receiving Party. The
addresses of the Parties to this Agreement are as follows:
Tyler Technologies, Inc.
1 Tyler Drive
Yarmouth, ME 04096
Attention: Chief Legal Officer
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Weld County
1150OSt.
Greeley, CO 80631
Attention: Ryan Rose, Department Head IT
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XVI. Cumulative Nature of Obligations. Each Party's obligations hereunder are in addition to, and
not exclusive of, any and all of its other obligations and duties to the other Party, whether
express, implied, in fact or in law.
XVII. Governing Law. This Agreement will be governed by, and construed in accordance with, the
substantive laws of the State of Colorado, without giving effect to any conflicts -of -law rule or
principle that might require the application of the laws of another jurisdiction.
XVIII. Jurisdiction & Venue. Any judicial proceeding brought by or against any of the Parties to this
Agreement on any dispute arising out of this Agreement or any matter related hereto shall be
brought exclusively in a Colorado federal or state court of competent jurisdiction. By execution
and delivery of this Agreement, each of the Parties to this Agreement accepts for itself the
exclusive jurisdiction and venue of the aforesaid courts, and irrevocably agrees to be bound by
any final non -appealable judgment rendered in connection with this Agreement. Each Party
expressly waives any objection (including, without limitation, objections based on forum non
conveniens) which any Party may have now or hereafter to the laying of venue or to the
jurisdiction of any such suit, action, or proceeding, and irrevocably submits generally and
unconditionally to the jurisdiction of any such court in any such suit, action, or proceeding. Each
Party hereby agrees that in connection with any such suit, action, or proceeding, service of
process may be accomplished by certified mail, return receipt requested, to the president,
managing partner, or other appropriate official at the address set forth in the Notices section
above.
XIX. Severability. If any term or provision of this Agreement or the application thereof shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement or the application of such
term or provision to persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this Agreement
shall be valid and enforced to the fullest extent permitted by law.
XX. Amendment. This Agreement may only be modified by written amendment signed by
authorized representatives of both Parties.
XXI. Counterparts. This Agreement may be executed in one or more counterparts, each of which will
be deemed an original and all of which will constitute one and the same Agreement.
XXII. Term and Termination. This Agreement is intended to cover Confidential Information disclosed
or received by either Party prior or subsequent to the date of this Agreement. Unless otherwise
earlier terminated, this Agreement automatically will expire five (5) years from the date first
written above; provided, however, that each Party's obligations with respect to the other Party's
Confidential Information disclosed or received prior to termination or expiration will survive
until such Confidential Information ceases to be confidential.
XXIII. Return of Materials. Upon termination or expiration of this Agreement, or upon receipt of
written request from the Disclosing Party, the Receiving Party shall promptly return to the
Disclosing Party all documents or other tangible materials representing the Disclosing Party's
Confidential Information, including any copies made thereof.
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XXN, Entire Agreement. This Agreement represents the entire agreement of the Client and Tyler with
respect to the subject matter hereof, and supersedes any prior agreements, understandings,
and representations, whether written, oral, expressed, implied, or statutory. The Client hereby
acknowledges that in entering into this Agreement it did not rely on any information not
explicitly set forth in this Agreement.
XXV. No term or condition of this contract shall be construed or interpreted as a waiver, express or
implied, of any of the immunities, rights, benefits, protections or other provisions, of the
Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter
amended.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by a duly authorized
representative to be effective as of the last date set forth below.
Tyler Technologies, Inc. Weld County, CO
By; By:
Name: Bryan Proctor Name:
Title: President, Public Safety Division Title:
Date: Apr 21, 2020 Date:
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Next Generation Public Safety Software
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Most powerful on the planet
Mutual Nondisclosure Agreement
This Mutual Nondisclosure Agreement (the "Agreement") is made effective on the 22nd day of April, 2020,
by and between Chenosa Systems Corporation, a New Jersey corporation doing business as ProPhoenix Corporation,
whose address is 502 Pleasant Valley Avenue STE 1, Moorestown, NJ. 08057, and the County of Weld, CO whose
address is1150 O ST. Greeley, CO 80631 whose address is, to ensure the protection and preservation of the
confidential and/or proprietary nature of information disclosed or made available or to be disclosed or made available
to each other. The parties to this Agreement have determined to establish terms governing the confidentiality of certain
information that one party and its wholly -owned subsidiaries ("Owner") may disclose to the other party and its wholly -
owned subsidiaries ("Recipient") in connection with a proposed business transaction between the parties ("Transaction"),
as follows:
1. For purposes of this Agreement, "Confidential Information" shall mean information, data or material
deemed proprietary by the Owner and not generally known by the public. Confidential Information also includes any
information described above that the Owner obtains from another party and that the Owner treats as proprietary or
designates in writing as Confidential Information, whether or not owned or developed by the Owner. Confidential
Information includes, but is not limited to, the following types of information and other information of a similar nature
(whether or not reduced to writing): discoveries, ideas, concepts, software in various stages of development, designs,
drawings, specifications, techniques, models, data, source code, object code, algorithms, documentation, user manuals,
diagrams, flow charts, consulting methods and techniques, research, development, processes, procedures, "know-how,"
marketing techniques and materials, marketing and development plans, customer names and other information related to
customers, price lists, pricing policies and financial information, methods of production, use, operation and application,
invented, owned or developed by the Owner as it applies to and is incorporated in Owner's proprietary software, and any
patents, copyrights, trademarks existing now, for which applications may be pending or hereafter made, acquired and
granted for any of Owner's software and any improvements, enhancements or modifications thereto, Owner's physical
security system, access control systems, specialized recovery equipment and techniques, and the details of the Owner's
computer operations and recovery procedures. Confidential Information shall further include data regarding business
practices, pricing, product philosophy, position relative to competitors, and review of actual deliverables of consulting
projects.
2. Each party will each use the same reasonable efforts to protect such Confidential Information of the
other as it uses to protect its own proprietary information and data. Disclosure of the Confidential Information shall be
restricted to those individuals who are participating in the proposed Transaction on a "need to know" basis and who are
bound by confidentiality obligations with terms at least as restrictive as those set forth herein, or as otherwise may be
required by law.
3. Neither party shall make any reproductions, disclosure or use of the Confidential Information for its
own benefit to the detriment of other except as follows:
(a) Each may use such Confidential Information furnished by the other in furtherance of the
purpose for which disclosure was made by the Owner to Recipient.
(b) Each may use such Confidential Information in accordance with any written authorization
received from the other prior to such use.
4. The limitations on reproduction, disclosure or use of the Confidential Information shall not apply if,
and neither party shall be liable for reproduction, disclosure or use of Confidential Information with respect to which,
any of the following conditions exist:
(a) If, prior to the receipt thereof under this Agreement, it has been developed independently by the
other, or was lawfully known to other, or has been lawfully received by other from other sources, provided such other
source did not receive it due to a breach of an agreement with the Owner.
(b) If, subsequent to the receipt thereof under this Agreement, (i) it is published by the Owner or is
disclosed by the Owner to others without a restriction on its use and disclosure,( ii) it is developed independently by the
other without reference to or reliance on it, or (iii) it has been lawfully obtained by the Recipient from other sources that
the Recipient reasonably believes lawfully came to possess it.
(c) Notwithstanding the foregoing, the Recipient shall not be in violation of this Agreement with
regard to a disclosure that was in response to a valid order by a court or other governmental body or disclosure
mandated by C.R.S. 24-72-101 et seq or other Colorado law, provided that the Recipient provides the Owner with
prior written notice of such disclosure in order to permit the Owner to seek confidential treatment of such information.
Should the Recipient receive a public records request, or otherwise be directed by any governmental authority to
disclose any or all of the Disclosing Party's Confidential Information, the Receiving Party shall promptly provide
notice to the Disclosing Party of such request to allow the Disclosing Party an opportunity to prevent such disclosure
in accordance with applicable law.
5. Because of the unique nature of the Confidential Information, each party understands and agrees that
the other may suffer irreparable harm in the event that the Recipient fails to comply with any of its obligations hereunder
and that monetary damages may be inadequate to compensate the Owner for such breach. Accordingly, the Recipient
agrees that the Owner, in addition to any other remedies available to it at law or in equity for actual damages, shall be
entitled to seek injunctive relief to enforce the terms of this Agreement.
6. The obligations under this Agreement shall continue for so long as the Owner treats the Confidential
Information disclosed to Recipient hereunder as confidential. Upon request, each party agrees to promptly return all
originals and copies of any of the Confidential Information either may have obtained from the other.
7. The Owner shall not have any liability or responsibility for errors or omissions in, or any business
decisions made by Recipient in reliance on, any Confidential Information disclosed under this Agreement.
8. This Agreement shall be governed by and interpreted in accordance with the laws of the State of
Colorado. This Agreement contains the full and complete understanding of the parties with respect to the subject matter
hereof and supersedes all prior representations and understandings, whether oral or written.
9. Neither party will assign or transfer any rights or obligations under this Agreement without the prior
written consent of the other party. This Agreement shall be binding upon and shall inure to the benefit of the permitted
successors and assigns of the parties hereto.
10. Each party shall as soon as reasonably practicable notify the other upon discovery of any loss or
unauthorized disclosure of the Confidential Information of the other party.
11. All notices or reports permitted or required under this Agreement shall be in writing and shall be
delivered by personal delivery, or certified or registered U.S. mail, postage prepaid and return receipt requested, and
shall be deemed given upon personal delivery, or three (3) days after deposit in the mail. Notices shall be sent to the
addresses set forth at the beginning of this Agreement or such other address as either party may specify in writing.
This Agreement may be amended, modified or waived only with the written agreement of both parties.
No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the
immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-
101 et seq., as applicable now or hereafter amended.
IN WITNESS WHEREOF, the parties hereunto set their respective hands and seals, on the dates hereinafter
set forth below.
ProPhoenix Corporation
Signature
Printed Name: Jeffrey Reit
Title: Executive Vice President
Date: April 22, 2020
2
Signature
Printed Name Mike Freeman, BOOC (hair
Title:
Date:
MAY 1 12020
?o'2 - /gko
Contract Form
Entity Information
Entity Name *
SPILLMAN LICENSES
New Contract Request
Entity ID'
@00033446
Contract Name*
NDA FOR RECORDING DEMOS FOR RFP B2000040
Contract Status
CTB REVIEW
❑ New Entity?
Contract ID
3624
Contract Lead*
JTHIMGAN
Contract Lead Email
jthimgan@coweld co us
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
RFP B2000040. WE HAVE AGREED TO DO VIRTUAL DEMOS AS A PART OF ROUND 1 OF THE EVALUATION OF THE RFP. WE
REQUESTED PERMISSION FROM EACH VENDOR TO RECORD THESE DEMOS BECAUSE FIRST RESPONDERS MAY BE
UNAVAILABLE DUE TO THEM RESPONDING TO COVID-19 ISSUES A
Contract Description 2
Contract Type* Department
NON -DISCLOSURE INFORMATION
AGREEMENT TECHNOLOGY-GIS
Amount k
$a 00
Renewable*
NO
Automatic Renewal
Grant
IGA
Department Email
CM-
InformationTechnolagyGlS@w
eldgov corn
Department Head Email
CM -I nfomiationTechnologyGIS-
DeptHead@weldgov corn
County Attorney
GENERAL COUNTY
AI I ORNEY EMAIL
County Attorney Email
C M-
COUNTYATTORNEY@NELD
GOV.COM
Requested BOCC Agenda
Date*
05/06/2020
Due Date
05/0212020
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number arid Master Services Agreement Number should be left blank if those contracts are not in
Onaase
Contract Dates
Effective Date
Review Date*
06101!2020
Renewal Date
Termination Notice Period
Contact Information
Contact Info
Contact Name
Purchasing
Committed Delivery Date Expiration Date*
08101/2020
Contact Type Contact Email
Contact Phone 1 Contact Phone 2
Purchasing Approver Purchasing Approved Date
CONSENT 05/05)2020
Approval Process
Department Head Finance Approver
RYAN ROSE CONSENT
DH Approved Date
05/05/2020
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
05;11?2020
Originator
JTHIMGAN
Legal Counsel
CONSENT
Finance Approved Date Legal Counsel Approved Date
05,'052020 05105,2020
Tyler Ref
AG 051120
Submit
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