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MEMORANDUM
TO: Esther Gesick, Clerk to the Board July 26, 2018
FROM: Ryan Rose, Chief Information Officer
SUBJECT: 1099Pro, Inc.
1099Pro, Inc. provides software for the creation of 1099 reporting. This software
will be used by the Accounting, Treasurer, and Human Services departments to
perform their annual 1099 reporting. The current software we are using is being
sunset which resulted in us needing to move to a new software. The attached
request is to purchase and implement this new software. The requested amount is
$6,460.00 for the licenses and implementation of this software. This was budgeted
for fiscal 2018.
We ask that the BOCC approve the agreement as submitted.
1
2018-2517
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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW/ WORK SESSION REQUEST
RE: 1099Pro, Inc.
DATE: July 23, 2018
DEPARTMENT: Information Technology
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
1099Pro, Inc. provides software for the creation of 1099 reporting. This software will used by the Accounting,
Treasurer, and Human Services to perform their annual 1099 processing.
The current software we are using is being sunset which resulted in us needing to move to a new software. The
attached request is to acquire and implement this new software.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
This provider specializes in selling and supporting this software. Because the existing version is being sunset, it
is recommended that we purchase this new software.
Recommendation:
Legal has reviewed and approved this agreement and it was budgeted for fiscal 2018. We recommend the Board
approve the request for the annual cost of $6,460.
Steve Moreno, Chair
Sean P. Conway
Mike Freeman
Barbara Kirkmeyer
Julie Cozad
Approve Schedule
Recommendation Work Session
W1�
Wl
Other/Comments:
1099
1099 Pro® Master Software License Agreement (MSLA)
This MASTER SOFTWARE LICENSE AGREEMENT ("MSLA"), executed in and dated the 19th day
of July, 2018 is by and between Weld County Government, ("LICENSEE"), whose mailing address is
PO BOX 758. Greeley, CO 80632 and 1099 Pro Inc., ("1099 Pro" or "LICENSOR"), whose mailing
address is 23901 Calabasas Road, Suite 2080 Calabasas, CA 91302.
In consideration of the mutual premises set forth herein, the parties agree as follows:
IMPORTANT -READ CAREFULLY: The Master Software License Agreement ("MSLA") applies
to all versions of 1099 Pro Software including but not limited to Client/Server, ASP, Network, Prior
Years and Multi-user versions of 1099 Pro Software.
This Master Software License Agreement is a legal agreement between LICENSEE and LICENSOR
for the 1099 Pro Software technology that displays this MSLA, including any associated media,
printed materials and electronic documentation (the "SOFTWARE"). The SOFTWARE may also
include SOFTWARE updates, add-on components, web services and/or supplements that the
LICENSOR may provide to LICENSEE or make available to LICENSEE after the date LICENSEE
obtains the initial copy of the SOFTWARE.
SOFTWARE LICENSE
The SOFTWARE is protected by intellectual property laws and treaties. The SOFTWARE is
licensed, not sold.
1. GRANT OF LICENSE. This MSLA grants LICENSEE a license to use the SOFTWARE,
including the following rights:
Corporate Suite Multi User Version. If the SOFTWARE was purchased for "multi-user" use, and
said "multi-user" designation is stated in the Purchase Order, then the purchaser may install this
SOFTWARE'S Web Update Workstation (Server) on a SINGLE Windows computer at:
a) a SINGLE location for Production data.
b) a SINGLE location for Test data (data which will not be filed with Government Agencies).
c) a SINGLE location for Disaster Recovery to be utilized for filing only in the event that the
Production data is corrupt or not available.
The Server may be accessed by as many "Client" workstations by the LICENSEE, at the same
location as the SOFTWARE was licensed to be used. LICENSEE may not install or permit any
other party to install the SOFTWARE on any computers which have not been specifically licensed
for installation and use of the SOFTWARE. The right to use the SOFTWARE, subject to the other
terms and conditions herein, is contingent on the full payment of all sums due to the LICENSOR.
o 1099 PRO.NET Web Module usage via intemet or intranet may also be accessed by as many
users as licensed by the LICENSEE.
2. LICENSE TERM. This LICENSE AGREEMENT shall be for a term specified in the Purchase
Order accompanying this MSLA. In the event the LICENSOR decides to terminate this LICENSE
AGREEMENT, it may do so after such initial term stated in the Purchase Order at any time by
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delivering to the other of written notice of such intention, and the passage of ninety (90) days
thereafter. This LICENSE AGREEMENT shall also be terminable immediately by the LICENSOR
for good cause prior to the end of the foregoing term, with written notice to the LICENSEE of the
exercise of such right and a description of the facts constituting good cause. Good cause shall
include, without limitation: (1) non-payment; and (2) excessive and/or offensive demands for services
provided by the LICENSOR and its employees and representatives, such determination to be made
exclusively by LICENSOR and solely within LICENSOR's absolute discretion and control. In the
event a dispute arises as to whether good cause exists, the LICENSE nevertheless shall be deemed
terminated upon receipt by the LICENSEE of notice of such termination immediately, and any
dispute regarding the validity of such termination shall not affect such termination.
3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
• Limitations on Reverse Engineering, Decompilation, and Disassembly. LICENSEE may not
reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that
such activity is expressly permitted by LICENSOR.
• Trademarks. This MSLA does not grant LICENSEE any rights in connection with any
trademarks or service marks of LICENSOR or its suppliers.
• No rental, leasing or commercial hosting. LICENSEE may not rent, lease, lend or provide
commercial hosting services to third parties with the SOFTWARE.
• Support Services. LICENSOR may provide LICENSEE with certain support services related to
the SOFTWARE ("Support Services"). Use of Support Services is governed and limited by the
policies and programs described in the user manual, in "online" documentation, or in other
materials from the support services provider. Any supplemental SOFTWARE codes provided to
LICENSEE as part of the Support Services are considered part of the SOFTWARE and subject to
the terms and conditions of this MSLA. LICENSEE acknowledges and agrees that LICENSOR
may use technical information LICENSEE provides to LICENSOR as part of the Support
Services for its business purposes, including for product support and development.
• WINDOWS 3.XX, 95, 98, ME, Microsoft Server 2003 and below ARE NOT SUPPORTED.
• Termination. Without prejudice to any other rights, LICENSOR or its suppliers may terminate
this MSLA if LICENSEE fails to comply with any material terms and conditions of this MSLA.
Should LICENSEE breach the CONFIDENTIALITY CLAUSE below then LICENSEE must
destroy all copies of the SOFTWARE and all of its component parts and disclose to LICENSOR
all details of said breach.
4. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the
SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music,
text, and "applets" incorporated into the SOFTWARE), the accompanying printed materials, and any
copies of the SOFTWARE are owned by LICENSOR or its suppliers. All title and intellectual
property rights in and to the content that is not contained in the SOFTWARE, but may be accessed
through use of the SOFTWARE, is the property of the respective content owners and may be
protected by applicable copyright or other intellectual property laws and treaties. This MSLA grants
LICENSEE no rights to use such content. If this SOFTWARE contains documentation that is
provided only in electronic form, LICENSEE may print one copy of such electronic documentation.
LICENSEE may not copy the printed materials accompanying the SOFTWARE. All rights not
specifically granted under this MSLA are reserved by LICENSOR and its suppliers.
5. U.S. GOVERNMENT LICENSE RIGHTS. All SOFTWARE provided to any U.S.
Government entity pursuant to solicitations issued on or after December 1, 1995 is provided with the
commercial license rights and restrictions described elsewhere herein. All SOFTWARE provided to
any U.S. Government entity pursuant to solicitations issued prior to December 1, 1995 is provided
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with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48
CFR 252.227-7013 (OCT 1988), as applicable.
6. CONFIDENTIALITY CLAUSE. The parties acknowledge that as a result of this MSLA
Agreement, each party may have access to and receive from the other party (1) non-public personally
identifiable financial and/or health information ("NPI"), as defined in federal and state law, regarding
consumers, customers, former customers and/or their beneficiaries and (2) information assets, trade
secrets, and product, business and employee information ("CLIENT Information"). The parties agree
to maintain the confidentiality of such NPI and CLIENT Information and shall not use, disclose, furnish
or make accessible such NPI or CLIENT Information to anyone other than authorized employees and
agents of that party as necessary to carry out the party's obligations under this Agreement; provided
that in the event of disclosure of such NPI or CLIENT Information to agents, LICENSOR shall obtain
appropriate confidentiality agreements from such agents. Each party further agrees to establish and
maintain administrative, technical and physical safeguards to protect the security, confidentiality and
integrity of the NPI and CLIENT Information. At the request of the party that owns the NPI or CLIENT
Information, or in the absence of such request, upon termination of this Agreement, the other party shall
promptly return all NPI and CLIENT Information which has been provided to it, or dispose of such
NPI or CLIENT Information in a manner agreed upon by the parties unless the party is required to
maintain such NPI or CLIENT Information under federal or state laws or regulations. Each party has
the right to verify the other party's compliance with this Confidentiality Clause by audit, inspection, or
other means. This provision shall survive any termination of this MSLA.
LICENSEE understands that LICENSOR's screens and database design are a competitive advantage
for LICENSOR and as such are confidential and shall not be disclosed. Unauthorized disclosure is
grounds for Termination of this License and recovery of damages.
7. SOFTWARE MEDIA
LICENSEE may receive the SOFTWARE from the Internet, on-line network connection, or in disk
media or on a CD-ROM or installed on the hard disk drive or ROM of LICENSEE'S computer, or in
multiple forms of media. Regardless of the number or type(s) of media LICENSEE receives,
LICENSEE may use only the media appropriate for the terms set forth in LICENSEE'S contract
or Purchase Order at a single location for use by a single LICENSEE. LICENSEE may not use
the other media on another computer or loan, sublicense, rent, lease, or transfer them to another user
for any purpose whatsoever.
8. APPLICABLE LAW.
This MSLA is governed by the laws of the State of Colorado. If this SOFTWARE was acquired
outside the United States, then local law may apply. The non-exclusive venue and jurisdiction for any
dispute shall be Los Angeles County Court in the North Valley District.
9. LIMITED WARRANTY
LIMITED WARRANTY FOR SOFTWARE ACQUIRED IN THE US AND CANADA. 1099 Pro,
Inc. warrants that the SOFTWARE will perform substantially in accordance with the accompanying
materials for a period of one hundred eighty (180) days from the date of receipt of the software if
installing the system internally. In a 1099 Pro operated hosted environment, LICENSOR warrants
that the SOFTWARE will be kept current, is up to date and working as described throughout the term
of this MSLA Agreement.
If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial
Page 3 of 18
law prohibits disclaimer of it, LICENSEE shall also have an implied warranty or condition, BUT
ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED
WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE ONE
HUNDRED EIGHTY (180) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF
ANY KIND. Some states / jurisdictions do not allow limitations on how long an implied warranty or
condition lasts, so the above limitation may not apply to LICENSEE.
Any supplements or updates to the SOFTWARE, including without limitation, any (if any) web
updates, service packs or hot fixes provided to LICENSEE after the expiration of the one hundred
eighty (180) day Limited Warranty period are not covered by any warranty or condition, express,
implied or statutory.
LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. LICENSEE's
exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any
refund provided by LICENSOR, LICENSEE is NOT ENTITLED TO ANY DAMAGES,
INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES arising from or related to
any fact or contention that SOFTWARE does not meet LICENSOR'S Limited Warranty, and, to the
maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The
terms of Section 11 below ("Exclusion of Incidental, Consequential and Certain Other Damages") are
also incorporated into this section limiting remedies and damages. Some states/jurisdictions do not
allow the exclusion or limitation of incidental or consequential damages, such that if this contraot is
interpreted under the laws of such states, the above limitation or exclusion may not apply to you.
This Limited Warranty gives LICENSEE specific legal rights. LICENSEE may have others which
vary from state/jurisdiction to state/jurisdiction.
LICENSEE'S EXCLUSIVE REMEDY. LICENSOR and its suppliers' entire liability and
LICENSEE'S exclusive remedy for claims, causes of action and remedies arising from or in any way
related to this LICENSE, the SOFTWARE and/or the performance, breach, termination and other acts
of LICENSOR and its agents, representatives, officers, directors, employees, consultants and
suppliers shall be, at LICENSOR'S option from time to time exercised subject to applicable law, (a)
return of the price paid (if any) for the SOFTWARE, for the current tax year, under this Agreement
and termination of this Agreement, or (b) repair or replacement of the SOFTWARE, that does not
meet this Limited Warranty and that is returned to LICENSOR with a copy of LICENSEE's receipt.
If the SOFTWARE is installed internally by LICENSEE, LICENSEE will receive the remedy elected
by LICENSOR without charge, except that LICENSEE is responsible for any expenses it may incur
(e.g. cost of shipping the SOFTWARE to LICENSOR).
This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse,
misapplication, abnormal use or a virus. Any replacement SOFTWARE will be warranted for the
remainder of the original warranty period or thirty (30) days, whichever is longer.
Outside the United States or Canada, neither these remedies nor any product support services offered
by LICENSOR are available without proof of purchase from an authorized international source.
To exercise your remedy, contact: 1099 Pro, Attn. 1099 Pro Sales Information Center / 23901
Calabasas Rd, Suite 2080 / Calabasas, CA 91302, or the 1099 Pro subsidiary serving you.
10. DISCLAIMER OF WARRANTIES. THE LIMITED WARRANTY THAT APPEARS
ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO LICENSEE AND IS PROVIDED IN
LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY
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DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS
SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND
WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND
CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR
COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK
OF VIRUSES AND OF LACK OF GROSS NEGLIGENCE, ALL WITH REGARD TO THE
SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET
POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON -INFRINGEMENT WITH
REGARD TO THE SOFTWARE. THIS MSLA IS THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL
PRIOR AND CONTEMPORANEOUS ORAL AND WRITTEN AGREEMENTS AND
DISCUSSIONS. NO EMPLOYEE OF LICENSOR HAS THE POWER OR AUTHORITY TO
MODIFY THIS AGREEMENT EXCEPT BY AN AGREEMENT IN WRITING WHICH BEARS
THE SIGNATURE OF AN OFFICER OF LICENSOR.
11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER
DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER
INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF
PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF
REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER
LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR
INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE
SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY
PROVISION OF THIS MSLA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF
WARRANTY OF LICENSOR OR ANY SUPPLIER, AND EVEN IF LICENSOR OR ANY
SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. LIMITATION OF LIABILITY AND REMEDIES.
(A) NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MIGHT INCUR FOR ANY
REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES
REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE
LIABILITY OF LICENSOR AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS
MSLA AND LICENSEE'S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT
FOR ANY REMEDY OF REPAIR OR REPLACEMENT BY LICENSOR. WITH RESPECT TO
ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF
THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE OR U.S. $5.00. THE
FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 9,
10, AND 1 I ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
(B) Except as may be prohibited by law, the absolute maximum liability of LICENSOR
for any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits
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(including legal fees) for any cause whatsoever including indemnification and regardless of
the form of action will be limited to the amounts actually paid from the liability policies
maintained by the LICENSOR, under the terms of this MSLA or otherwise. This clause
shall override any other wording in this MSLA.
13. INSURANCE. As of December 2016 1099 Pro maintains insurance as shown below. NO
REPRESENTATION OR WARRANTY IS MADE AS TO THE INSURANCE POLICIES OR
LIMITS IN PLACE AT ANY TIME EXCEPT THAT THE BELOW LIMITS WERE IN PLACE AS
OF 12/15/2015. If a concern, a current copy of 1099 Pro's current insurance limits should be
requested by LICENSEE separately.
General Liability
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
(Products/Completed Operations Excluded)
Excess/Umbrella Liability $5,000,000 Each Occurrence
Technology Errors and Omissions Liability $5,000,000 Each Wrongful Act
$5,000,000 Total Limit of Liability
Technology Professional Liability
$5,000,000 Third Party Liability
$3,000,000 Professional Services
$3,000,000 Electronic Media
$3,000,000 Network Security
$3,000,000 Privacy
$1,000,000 Regulatory Coverage
$1,000,000 First Party Privacy
$5,000,000 Aggregate
Workers Comp and Employers' Liability $2,000,000 Each Accident (TriNet)
14. ENTIRE AGREEMENT. This MSLA (including any Purchase Order or Order Letter to this
MSLA which is included with the SOFTWARE) is the entire agreement between LICENSEE and
LICENSOR relating to the SOFTWARE and the support services (if any) and they supersede all prior
or contemporaneous oral or written communications, proposals and representations with respect to the
SOFTWARE or any other subject matter covered by this MSLA. To the extent the terms of any
LICENSOR policies or programs for support services conflict with the terms of this MSLA, the terms
of this MSLA shall control.
15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit
of the respective successors, assigns, and personal representatives of the parties, except to the extent
of any contrary provision in this agreement. If any term, provision, covenant, or condition of this
MSLA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of
the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or
invalidated. Section, paragraph, and other headings contained in this Agreement are for reference
purposes only and are in no way intended to describe, interpret, define, amplify, or limit the scope,
extent, or intent of this Agreement or any provision of it.
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1099 Pro, Inc. "LICENSOR"
By: ((/ I
Printed Name: /111`d-ael 54.eLactr-)
Title: Di redo( Oi slo,k COPQ
Weld County Government - "LICENSEE"
i qnc.(
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first
stated above.
NAME OF CONTRACTOR
(SE's''. ( 04
By: NAME OF PERSON SIGNING
C� abo J42.)
POSITION OF PERSON SIGNING
ATTE dirAtIOC; .'c1 BOARD OF COUNTY COMMISSIONERS
Wel• Cu Clerk to the J.s!:� WELD COUNTY, COLORADO
BY
Chief ation Officer
Page 7 of 18
,zo/r- a/
1099 Pro® Corporate Suite Software Solution (Purchase Order)
This PURCHASE ORDER executed by 1099 Pro, Inc., (LICENSOR) and Weld County Government
(hereinafter referred to as LICENSEE) on this 19th day of July. 2018 who have previously entered
into a MASTER SOFTWARE LICENSE AGREEMENT: herein referred to as MSLA, 1099
PROCESSING AND REPORTING SOFTWARE.
This PURCHASE ORDER and the SOFTWARE being licensed and ordered herein is subject to all the
provisions, terms and conditions of the aforementioned MSLA and this PURCHASE ORDER is
incorporated by reference into the aforementioned AGREEMENT and all the provisions, terms and
conditions of this PURCHASE ORDER shall be considered as provisions, terms and conditions of the
aforementioned MSLA.
A. SOFTWARE being ordered by and being licensed to LICENSEE via this PURCHASE ORDER
is: 1099 Pro Corporate Suite Solution (See Attachment I which forms part of this purchase
order and provides a description of the SOFTWARE).
B. The Current Tax Year for processing is 2018 until a year subsequent is filed with the State or
Federal government.
C. LICENSOR shall supply the following to LICENSEE:
a. Corporate Suite with ASP Solution & Prior Years SOFTWARE Module and
Database (Executable Code only).
b. SOFTWARE Documentation (contained within the SOFTWARE)
c. Training - see Attachment lI
D. Pricing of Corporate Suite Software, Features, Components & Services:
a. Term. The contract is for the term of Three (3) vear(s) commencing on the date
this contract is executed through April 1" of the last year of the term. LICENSEE
shall pay LICENSOR, for the license granted in the MSLA to which this
PURCHASE ORDER is subject to and a part of a yearly License Fee of:
1. Year 1 Six Thousand Four Hundred Sixty ($6,460) dollars
2. Year 2 Six Thousand Four Hundred Sixty ($6,460) dollars
3. Year 3 Six Thousand Four Hundred Sixty (6,460) dollars
The above figures are subject to a price increase of 5% or the prior term average
increase in the CPI -U, whichever is higher.
b. Renewal. This contract shall be automatically renewed at the end of the current
term for a successive term as defined above unless LICENSEE gives at least 90
days' written notice of its intention not to renew prior to expiration of the current
term. If LICENSEE notifies LICENSOR, in writing, at least ninety (90) days prior
to the renewal date (April 1st), that it does not wish to renew its license,
LICENSEE'S license will terminate at the end of the current term. If LICENSEE
does not provide LICENSOR with such notice, LICENSEE'S license will be
renewed for another term and LICENSEE will be invoiced for the applicable
license fee.
c. Should LICENSEE not renew the License, LICENSEE may continue to run the
software for the years purchased so long as LICENSEE has not and does not breach
any of the provisions of license and agreement.
d. Additional Charges - an annual review wilt be performed on or about June 1" of
every year to determine if an upward fee adjustment predicated upon a change in
one or more of the following:
i. Account Volume is the number of Records/Forms in the MS SQL
Database, for the current tax year, using the 1099 Pro Software or another
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product annually. Account Volume is Five Thousand (5,000) records per
year. "Records/Forms" means the number of unique tax returns that are in
the current year version of the Corporate Suite software and are eligible to
report, or could be eligible to report if reporting thresholds are not applied,
to a tax reporting agency such as the IRS or SSA. Prior year
Records/Forms are not included in any volume assessment.
Records/Forms in a corrected or amended status are included in any
volume assessment. Deleted Records/Forms are not included in any
volume assessment. Aggregated Records/Fonms, which are
Records/Forms for a single Taxpayer Identification Number that have
been aggregated, or built from multiple transactions, and are displayed
with a single face value, are considered as a single unique Record/Form,
unless otherwise specified.
1. Should LICENSEE exceed the Account Volume for any tax
year, an additional charge of $0.756 cents per record over the
Account Volume is due.
2. The Number of Payer Codes is the number of separate active
Filers (issuers of valid forms) in the system and is licensed for
ten (10) or less in the system. "Filers" or "Payer Codes" shall be
considered separate for each unique filing entity, entered or
imported into the Corporate Suite software, as determined by
having a unique combination of a Taxpayer Identification
Number (TIN) & Payer Code (PCode). Payer Codes that do not
have a Record/Form for the current tax year are not included on
any volume assessment.
a. Should LICENSEE exceed the Number of Payer Codes
in the system for any tax year, an additional charge of
Twenty Five ($25) per Payer Code is due.
3. Users are defined as the greater of the maximum number of
physical users on the system during the year or the number of
Individual Users as found under Security & Administration in the
software. Users are limited to Five (5)
a. Should LICENSEE exceed the maximum number of
Users for any tax year, an additional charge of Seventy
Five (575) dollars per User is due.
4. The features are NOT Included unless specifically added elsewhere
in this MSLA and Purchase Order:
a. 1099 Pro Web Presentment API for the publishing of tax
forms on web portals IS NOT included.
b. 8966 FATCA Report IS NOT included.
c. 1095 & 1094 forms ARE included.
d. Puerto Rico Forms ARE NOT included.
e. Conversion Services as described in Attachment III ARE
NOT included.
f. TINCheck validations ARE included. 1 Free Bulk Tin
Submission for the first year.
e. If onsite Training is incurred or other expenses are incurred with the Licensee's
consent then reasonable charges for said services & reimbursement are due within
30 days of billing by LICENSOR. 1099 Pro shall retain copies of all documents
Page 9 of 18
evidencing reimbursable expenses, and shall make such documents available to
Company auditors upon request.
f. Customer Service / Support is available to Licensee at no additional cost via toll
free number (866-444-3559) from 7am PST — 5pm PST Monday -Friday. Saturday
hours from 8am-12pm PST are available during January.
g.
Additional Installations - should Licensee wish to install additional separate sites
in addition to the one Production Server licensed, then Licensee will notify
Licensor in writing immediately at the "Correspondence" address and Licensor
will be billed an additional License fee for each additional site as an annual fee
equal to 50% of the current License fee issued to LICENSEE. Note: Licensee
may at no additional charge add a Test Server and a Backup Server. These servers
are used by the Licensee to create a backup environment and/or a test environment
based off of the same or similar data found on the Production Server and they are
not for separate filings.
h. All Fees shall be paid by LICENSEE TO LICENSOR by the later of 31 days of
becoming due or 31 days from the invoice date. Late payments are subject to 1.0
% interest per month.
i. The License Fee is due upon execution of this agreement. Subsequent
years License Fees are due on the anniversary date of this contract.
ii. Additional Charges indicated by the Annual Review are due within 31
days of billing.
iii. 3% shall be added to all payments by credit card to LICENSEE.
Should LICENSEE request or desire additional on -site training by LICENSOR
over a period above those stated in Attachment II, such additional assistance shall
be provided by LICENSOR at the then current in effect rate being charged by
LICENSOR for such training plus all reasonable out-of-pocket expenses which
shall include, but not be limited to all lodging, travel and meals.
E. LICENSOR shall provide the following services to LICENSEE and LICENSEE shall reimburse
LICENSOR for reasonable travel expenses (such as airfare, meals and lodging) incurred by LICENSOR
in the performance of said services:
a. SOFTWARE Installation typically consists of downloads and installation by
Licensee's IT staff. Should Licensee request on -site installation then installation and
charges will be handled as outlined in Attachment H.
b. The scheduling of Installation Services and/or Training Services at LICENSEE's site
should be set up at least thirty (30) business days in advance so as to be mutually
convenient to LICENSEE and to LICENSOR.
F. The SOFTWARE being ordered by LICENSEE via this PURCHASE ORDER is being licensed
to LICENSEE as a single License which entitles LICENSEE to use the SOFTWARE BY THE CLIENT
PURCHASING THE SOFTWARE AND REPORTING SERVICES ONLY at the site location listed
in this agreement and/or on the computers and operating systems listed below. The SOFTWARE being
licensed may be used only to process data for LICENSEE and its wholly owned subsidiaries and
affiliates (i.e. Software & Components are not for a Service Bureau).
a) LICENSEE is responsible for all MicrosoftTM licenses used by LICENSEE including but not
limited to:
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a. MS SQL Server 2012 or higher & license(s)
b. MS HS Server 6+ & license(s) (required fdr ASP1 4.0 functionality)
c. Any WindowsTM or Windows Office"' programs from 2007 and later
d. ASP required Internet ExplorerTM 7.0 or higher
e. MS .NET Framework 4.0 or higher
f. MS Windows 2008 Server and later
b) Note we recommend that your server(s) be
a. Web Server @ a minimum of an Intel Xeon, i7 or equivalent with a minimum
Processor Speed of 2 GHZ and Minimum Memory of 6 GB or higher
b. For large imports or databases SSD drives are recommended
G. This agreement entered into by LICENSOR and LICENSEE is in force and applicable for the
SOFTWARE being licensed to and being ordered by LICENSEE as stated herein for maintenance at
only the respective LICENSEE site location(s) and for the particular client mentioned as LICENSEE
herein. Site Location(s) for Maintenance:
a. At the client's Corporate Headquarters unless otherwise noted.
H. Warranty period on software components is one hundred eighty (180) days from the earlier of the
date of delivery and installation or date of this Purchase Order being signed.
I. INVOICES - Invoices to LICENSEE shall be mailed to:
LICENSEE NAME: \lvP ,'ir Co, iA-I-y
ADDRESS: I Ll O1 iv ('141 AA/C.
(No PO Boxes)
CITY, STATE ZIP: G rCeiP 1 ., CO t37
CONTACT: Gl T✓ �1 S(
TITLE: irecam/ t�D, l,'CQT1Ur1S T .f� P SevvIGe S
TELEPHONE NO.: (976) L/00- 2 --CIS"
EMAIL ADDRESS: bi L 1 t!U . L± met cy.V . CC)VV\
LICENSEE shall remit payments and correspondence to:
1099 Pro, Inc.
Attention: Corporate Suite Licensing
23901 Calabasas Road, Suite 2080
Calabasas, CA 91302
L. LICENSEE Project Authorization - LICENSEE hereby designates the following person listed as
having the authority for LICENSEE, regarding requesting of on -site assistance, contracting for system
customizations, contracting additional services, confirming corrections of problems, and acceptance of
Package. LICENSEE from time to time may change/add the person authorized and the description of
the authority by written notification to LICENSOR. All shipments will be sent to this location:
LICENSEE NAME:
Page 11 of 18
ADDRESS:
Hot lr i-41'1 Ave,
CITY, STATE ZIP: t t Cr)
1,�
CONTACT: -��h1" cv ll�Jt i!'J s t ot& )
TITLE: fPC 'or , J 1(. ca kows - t)th -1Q Ir�1 GK'S
(9i0) 900— 7-S1
TELEPHONE NO.:
EMAIL ADDRESS: MTR.QSLbu, ICJ I_i�G� / e CCU W' l
N. LICENSOR shall deliver the related documentation and other materials to
LICENSEE at the following delivery location (if different from above):
LICENSEE NAME: ouiV1/4-2_ (LS ('L.J j/ '
ADDRESS:
CITY, STATE ZIP:
CONTACT:
TITLE:
TELEPHONE NO.:
EMAIL ADDRESS:
•
All modifications, amendments and new releases of the SOFTWARE and related documentation shall
be delivered to this delivery location unless and until changed by written notice of LICENSEE.
In witness WHEREOF, the said parties hereto have hereunder set their hands and seals and executed
this PURCHASE ORDER on the day and year first written above:
1099 Pro, Inc. "LICENSOR"
By:
Printed Name: + cC6i_ IaPci.YAC� 1
Title: DireC4r nt- S4. -l2 CGhp�r't c
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Weld County Government - "LICENSEE"
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first
stated above.
NAME OF CONTRACTOR
666 '‘e--61/ioas i
By: NAME OF PERSON SIGNING
POSITION OF PERSON SIGNING
Al !'EST: idt%t41 BOARD OF COUNTY COMMISSIONERS
Weld ' o Clerk to the : oard WELD COUNTY, COLORADO
BY
Deputy C ;' rk
teve Moreno, Chair AUG 0 6 2696
PPROVED AS TCSUBSTANCE:
Chie In .: ation Officer
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Attachment I
1099 Pro Corporate Suite Software and Components Description
The 1099 Pro system is used to streamline the process for year-end information reporting and ensure
compliance with the continuing modification of the federal and state information reporting tax
regulations. The system generates media that meets Internal Revenue Service and State specific Form
1098, 1099, 1042S and 5498 specifications. In addition the system also generates the media required
by both the Social Security Administration, State Agencies and the BLS for Form W-2 reporting.
The system enables information return filers to send a Form W2, 1042S, 1098, 1099, and 5498
statement that consolidate reportable accounting application systems. The system supports the
following Year-round Federal and State Information Reporting for:
Form W-2 & W -2C
Form W-9
Form 1099 and 1098 Series
Form 1042-S
Form 1094/109513/C
Form W -2G
B & C Notices
Form 5498
Form W-8
The system provides tracking and reporting capabilities to help you comply with federal and state
requirements, including:
Master name and address files for TIN/Name reporting to reduce B —Notice and TIN Penalty
Listings
Transaction updates to payee summary information to minimize the costs of keeping current and
in balance —and to avoid the December and January reporting crises
• On-line transaction history for reviewing information to resolve discrepancies and track activity
▪ TIN certification and withholding status tracking to support the "2/3" B —Notice ruling
▪ Annual reporting activity for establishing "reasonable cause" to avoid costly penalties and interest
• Custom interfaces to electronic channels for printing and filing information e.g. RR Donnelley
Blue Book Format
Multi -Tax Year Processing with 1099 Pro ASP and Multi year Corporate Suite application —
Immediate access to multiple years of payee and payment tax history. You have to ability to
directly access current and prior year payment data, add new payees and payment information or
make corrections to previously filed returns.
TIN Compliance Management — Centralized processing to track and store all activity related to
TIN Solicitations, Certifications, B -Notice, TIN Penalty activity, Backup Withholding Status and
Abatement Justifications. This Module also imports and matches the B -Notice (CP2100) and
TIN Penalty (972CG) to your internal Payee and TIN History files to accurately identify any
Payees that must be sent a 1" or 2nd B -Notice or Form W9 and Form W -4P for re -certification.
Functions include the generation and tracking of Form W-8 series related to Non Resident Aliens
Filing:
• State Reporting
• IRS CFS Annual Returns including CFS exclusion rules
• Direct State Annual Returns
• Current Year Independent Contractor Reports
• Current Year Quarterly to ME, CA, MA and NY
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The system accepts information from standard payment system applications including fixed width or
delimited formats and YTD, Transactional or Cumulative imports providing a flexible process for
importing payee and payment information from your mainframe or PC applications for processing
and reporting.
Below are the formats and media that are available:
Magnetic media and/or paper required for original, quarterly, and correction filings with the federal
(eFiling), state, and United States territorial agencies
▪ Efile Viewer TM for 1099 & 1042-S files
• Individual paper payee statements for originals and corrections
• Forms and instructions on plain paper, eliminating the need to purchase forms
• Customizable Print files for processing by an outside vendor(s)
• Files of singular or multi —group statements for printing or imaging on high —volume printers and
standard business printers
Custom reports including query exports to Excel TM
Take full advantage of the federal and state correction capabilities of the system, including:
• Wizard Based processes e.g. corrections, printing
• Point and click federal and state transmittals
• Corrected payee statements and government media
• Prior year data access, processing, and reporting
• Multi -year form lookup via Internet Explorer TM, Chrome, FireFox, and Safari
-Prior Year Module allows for processing the Current Tax Year and up to 9 prior years
Optional — if included, then each additional charge must be included in the Purchase Order:
• API for Web Presentment
• 480.6A: Income NOT subject to withholding
• 480.6B: Income Subject to Withholding
• 480.7: Individual Retirement Accounts
• 480.7C: Retirement Plans And Annuities
• 499R-2: W2 -PR Withholding Statement
• 1095-B/C: Health Coverage
• 1094-B/C: Health Coverage Transmittals (XML filing thru the AIR UI)
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Attachment II
User and System Training Description
The 1099 Pro Services Training Program is included with the service license and will be performed
annually on-line. On-line training is usually conducted within a 3 hour time frame and can be
repeated or function specific.
LICENSEE may request that this on-line training be recorded in a Flash TM format for later use by
LICENSEE. There is no charge for this. LICENSOR also provides several canned tutorials in Flash
TM format covering different subjects at no charge. Additional FlashTM tutorials requested by
LICENSEE can be created at an additional charge agreed to between the parties.
Additional on -site training can be purchased by the CLIENT at any time after license at current rates
of 1099 Pro. Normal on -site training is conducted within 1 - 2 days.
On -site training is scheduled at the mutual convenience of the CLIENT and the 1099 Pro. Held over a
one to two day period, the program, subject matter, material, and presentation ranges from informal
consultation to formal classes, maximizing the benefit to the individual CLIENT. The training is
tailored to the organization and its needs. Formal classes are limited to six hours of classroom time
per day, with no more than ten students.
The charge for additional on -site training is the current daily pre-approved/reasonable rate at the time
the training is requested, times the number of days of training, plus the trainer's travel expenses. Each
extra student, over ten, is charged $40 additional/day for the training.
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Attachment III
Prior Year Conversion of Data Description
Data can be migrated from one system to another. Typically the following avenues are used.
• Corporate Suite users start a new year but their prior year(s) data is still available. Each year
the current year becomes a prior year and so on until X number of years is maintained on the
Database. Inquiries for data from years not on the database are handled by PDF or the prior
source system.
• Data is migrated from other applications to 1099 Pro using scripts
• Data is imported from other applications to the correct year
• 1220 files are deconstructed and imported into the correct year
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Attachment IV
Subject -To -Appropriations Clause
Financial Obligations of the County payable after the current fiscal year are contingent upon
funds for that purpose being appropriated, budgeted and otherwise made available. Execution of
this Agreement by County does not create an obligation on the part of County to expend funds
not otherwise appropriated in each succeeding year. If County does not appropriate funds, and
make timely payment to Company, then this agreement will be terminated and Company will
have no further obligation or liability to County.
1099 Pro, Inc. "LICENSOR"
By:
(3f)
Printed Name: / i j1a. el Situ/0,14
Title: Dire C0r Or S L CosylicthC Q
Weld County Government - "LICENSEE"
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first
stated above.
NAME OF CONTRACTOR
Set key V�
By: NAME OF PERSON SIGNING
POSITION OF PERSON SIGNING
ATTEST: •1O•t1
Weld .u}hty Clerk to the B•ar_� WELD,COUNTY, COLORADO
BOARD OF COUNTY COMMISSIONERS
BY
Deputy C s rk to th [. o . ,'�! ;, �' ' � Steve Moreno, Chair
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PROVED AS TO SUBSTANCE:
Cluef inf. "' tion fficer
44.19/2-,77
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