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HomeMy WebLinkAboutC22-303 LeaseQuerySALES ORDER Date 8/10/2022 Sales Order # Q-12969 Expiration Date 8/17/2022 LeaseQuery, LLC Client 3 Ravinia Drive NE Suite P7 Atlanta, GA 30346 (800) 880-7270 LeaseQuery.com Eagle County 500 Broadway Eagle, CO 81631 Attention: Jessica Clark 970-328-3516 jessica.clark@eaglecounty.us Length of Subscription Initial Term (commencing on the date last signed below)12 months Recurring Services Annual Amount Platform/Edition Platform subscription for LeaseQuery Advanced, up to 65 Records $5,300 Financial Solutions Fixed access subscription for GASB 87 $0 Non-Recurring Services One-Time Fee Organizational database structure setup $1,000 Notes •For recurring services, the annual amounts shown above are payable in advance upon execution of this Sales Order for the full length of the subscription shown above. For non-recurring services, the one-time fees shown above are payable upon execution of this Sales Order. •An additional platform subscription fee of $6.80 per Record per month (invoiced in advance for the full remaining term) will apply for any Records in excess of the maximum number of Records for the LeaseQuery Advanced platform subscription. •Contract analysis and Record entry services may be provided on an as needed and as requested basis for $250 per Record, invoiced monthly in arrears. Terms and Conditions As of the date last signed below, Client hereby subscribes to the Solution and services described in this Sales Order. This Sales Order shall be governed by the terms and conditions set forth herein and in the subscription agreement available at https://leasequery.com/ subscription_terms_and_conditions.pdf, which is incorporated herein by reference, and the manually executed Governmental Addendum (together, the "Subscription Agreement"). Capitalized terms used but not defined in this Sales Order shall have the meaning set forth in the Subscription Agreement. Confidential Information of LeaseQuery Page 1 of 2 DocuSign Envelope ID: 15E2E48A-1A15-4E3D-8AAC-CA065BCF8F9D Signatures Eagle County (“Client”): LeaseQuery, LLC (“LeaseQuery”): By:{{Sig_es_:signer1:signature}} By:{{Sig_es_:signer2:signature}} Name:{{Name1_es_:signer1:fullname}} Name:{{Name2_es_:signer2:fullname}} Title:{{*Ttl1_es_:signer1:title}} Title:{{*Ttl2_es_:signer2:title}} Date:{{!Dte_es_:signer1:date}} Date:{{!Dte_es_:signer2:date}} Confidential Information of LeaseQuery Page 2 of 2 DocuSign Envelope ID: 15E2E48A-1A15-4E3D-8AAC-CA065BCF8F9D 8/30/2022 CRO Joe GrucaJeff Shroll County Manager 8/30/2022 - 1 - ADDENDUM TO SUBSCRIPTION AGREEMENT FOR GOVERNMENTAL ENTITIES This addendum (this “Addendum”), effective as of the date last signed below, supplements and amends the terms of the Subscription Agreement entered into by and between LeaseQuery, LLC (“LeaseQuery”) and Eagle County (“Client” or “County”) on _______________2022 (as amended, the “Subscription Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Subscription Agreement. In the event of a conflict between this Addendum and the Subscription Agreement, this Addendum shall control solely to the extent of such conflict. The parties hereto agree to amend the Subscription Agreement as set forth below, effective as of the date this Addendum is last signed below. 1. Governing Law. The parties hereby agree that all matters arising out of or relating to this Addendum, the Subscription Agreement or any Sales Order shall be governed, construed and enforced in accordance with the laws of the State of Colorado, without reference to the conflicts of law principles that would require the application of any other law. 2. No Arbitration; Exclusive Jurisdiction. Solely to the extent required by applicable law, any mandatory arbitration provision in the Subscription Agreement is hereby removed and, in its place, the following shall apply: The parties hereby irrevocably submit to the exclusive jurisdiction of the state courts located in Eagle County, Colorado for purposes of any suit, action or other proceeding arising from this Addendum, the Subscription Agreement or any Sales Order, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. Each of the parties hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute. 3. Indemnification by Client. Any obligation of Client to indemnify, reimburse or hold harmless LeaseQuery or its affiliates or subcontractors under the Subscription Agreement is hereby deleted. 4. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. 5. No Automatic Renewals. Notwithstanding anything to the contrary in the Subscription Agreement, no Sales Order shall automatically renew, and all provisions in the Subscription Agreement relating to automatic renewals (such as the definition of a “Renewal Term” and any obligation of LeaseQuery to notify Client of upcoming Renewal Terms or pricing or other adjustments related to such Renewal Terms) are hereby removed. Instead, the term of each Sales Order shall commence on the date such Sales Order is last signed by the parties and shall automatically terminate upon the conclusion of the initial term set forth in such Sales Order (the “Initial Term”), unless the parties agree to execute a new Sales Order for an additional term. Notwithstanding the foregoing, if Client continues to access the Solution after the termination of the Sales Order related thereto, such access shall be subject to the terms of this Agreement. 6. Compensation. DocuSign Envelope ID: 15E2E48A-1A15-4E3D-8AAC-CA065BCF8F9D 8/30/2022 - 2 - a. County shall compensate LeaseQuery for the performance of the Services in a sum computed and payable as set forth in Sales Order. The performance of the Services under this Agreement for Lease Query Advanced, up to 65 records, and organizational database structure setup shall not exceed $6,300, any additional platform subscription fees or contract analysis and record entry services shall not exceed $1,000 for a total shall not exceed of $7,300, provided, however, that if Client’s total amount owed exceeds $7,300, LeaseQuery may suspend Client’s access until Client executes a contract amendment authorizing additional funds. LeaseQuery shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours or any interest payments. LeaseQuery Advanced and organizational database structure setup shall be invoiced yearly. b. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: (i) all insurance coverages that it is required by law to maintain; (ii) commercial general liability insurance in the minimum amount of $2,000,000 in the aggregate and $1,000,000 per occurrence; and (iii) professional errors and omissions and cybersecurity insurance in the minimum amount of $5,000,000 in the aggregate and $5,000,000 per claim. 8. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) 7 days after being mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Jessica Clark 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 704-824-7707 E-Mail: Jessica.Clark@eaglecounty.us With a copy to: Eagle County Attorney DocuSign Envelope ID: 15E2E48A-1A15-4E3D-8AAC-CA065BCF8F9D - 3 - 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONTRACTOR: LeaseQuery, LLC Attention: Legal Department 3 Ravinia Drive NE Ste P7 Atlanta, GA 30346 Ph: 800-880-7270 With a mandatory copy to legalnotices@leasequery.com 8. Confidentiality. The Parties acknowledge that the County is subject to Colorado Open Records Act (“CORA”). All portions of this agreement will be subject to CORA requests and copies of the Agreement will be published on the County’s website which lists all contracts agreed to by the County. 9. Definitions: a. “Authorized Persons” means Vendor’s employees, contractors, subcontractors or other agents who need to access the County Data to enable the Vendor to perform the services required. b. “Data Breach” means the unauthorized access by a non-Authorized Person(s) that results in the use, disclosure or theft of a County Data. c. “County Data” means “Client Data”, as defined in the Subscription Agreement. d. “County Identified Contact” means the person or persons designated in writing by the County to receive security incident or breach notification. e. “Security Incident” means the confirmed unauthorized access by non-authorized persons to personal data or non-public data the vendor believes could reasonably result in the use, disclosure or theft of a County Data within the possession or control of the vendor. A security incident may or may not turn into a data breach. f. “Go Live” means the first productive use of the Software after cutover to the System. 10. Compatibility. Contractor will provide browser compatibility for Chrome, MS Edge and Firefox unless such browsers become obsolete or otherwise not feasible for support. Contractor shall not require any plug-ins in order to access any Services functionality. 11. Data Protection. a. LeaseQuery will maintain administrative, physical and technical information security controls, processes and procedures designed to protect the confidentiality, integrity and availability of Client Data permitted to be stored in the Solution, DocuSign Envelope ID: 15E2E48A-1A15-4E3D-8AAC-CA065BCF8F9D - 4 - which controls, processes and procedures shall include, at a minimum, (1) encryption of Client Data while at rest, using 256-bit AES encryption, and when in transit, using an SSL certificate (TLS 1.2) with 2048-bit RSA encryption; (2) maintenance of detailed security logs to monitor authentication attempts and other security-related events; (3) deployment of anti- malware safeguards; (4) information security training and awareness education for all employees with access to Client Data; and (5) performance of background checks on employees. 12. Security Incident or Data Breach Notification. The vendor shall inform the County of any security incident or data breach. a. Incident Response: The vendor may need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the contract. Discussing security incidents with the County should be handled on an urgent as-needed basis, as part of vendor communication and mitigation processes as mutually agreed upon, defined by law or contained in the contract. b. Security Incident Reporting Requirements: The vendor shall report a security incident to the appropriate County identified contact without undue delay. c. Breach Reporting Requirements: If the vendor has actual knowledge of a confirmed data breach that affects the security of any County content that is subject to applicable data breach notification law, the vendor shall (1) promptly notify the appropriate County identified contact without undue delay, or as required by applicable law, and (2) take commercially reasonable measures to address the data breach in a timely manner. In the case of a data breach originating from the County’s responsibilities, the vendor will work with the County to identify and resolve the Breach, but the County will be responsible for any remediation steps as required by law. 13. Notification of Legal Requests. The vendor shall contact the County upon receipt of any electronic discovery, litigation holds, discovery searches and expert testimonies related to the County’s Data under this contract, or which in any way might reasonably require access to the County’s Data. The vendor shall not respond to subpoenas, service of process and other legal requests related to the County without first notifying the County, unless prohibited by law from providing such notice. 14. Business Continuity and Disaster Recovery. Vendor shall have a business continuity/disaster recovery policy. Except as expressly amended or supplemented hereby, the Subscription Agreement shall remain in full force and effect in accordance with its terms. The Subscription Agreement, as modified and supplemented by this Addendum, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings, proposals, negotiations and communications, oral or written, between the parties or their representatives with respect to the subject matter hereof. * * * DocuSign Envelope ID: 15E2E48A-1A15-4E3D-8AAC-CA065BCF8F9D - 5 - IN WITNESS WHEREOF, the parties hereto have executed this Addendum to the Subscription Agreement as of the date last signed below. LeaseQuery, LLC By: Name: Joe Gruca Title: Chief Revenue Officer Date: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By:_____________________________ Jeff Shroll, County Manager Date: . DocuSign Envelope ID: 15E2E48A-1A15-4E3D-8AAC-CA065BCF8F9D 8/30/2022 8/30/2022