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Home My WebLink About20140386.tiff RESOLUTION RE: APPROVE SOFTWARE SUBSCRIPTION AGREEMENT AND AUTHORIZE CHAIR TO SIGN -CLIENTTRACK, INC. WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Software Subscription Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and ClientTrack, Inc., commencing February 1, 2014, and ending February 1, 2017, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Software Subscription Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and ClientTrack, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 10th day of February, A.D., 2014, nunc pro tunc February 1, 2014. BOARD OF COUNTY COMMISSIONERS ELD COUNTY, COLORADO ATTEST: �' .J�ATTEST: p.e,�, c� f� �a Y1"�'1/0OrI�lr� DouglasjRademac r, Chair Weld County Clerk to the Boar. :Slid �► :rbara Kirkmeyer„ Pro-Tem BY: it OP •I. :uty Clerk to the Bo �. %';t �: CUSED fir. j� r an P. Conway AP$OVED AS RM: Mike Freeman my Attorney ( g' ( %' William F. Garcia Date of signature a alD'PJ 4-16b enr- 2014-0386 HR0085 fit! It Ole ntTrack ClientTrackTM Software as a Service (SaaS) Subscription Agreement Organization Name: Weld County Department of Human Services i . THIS AGREEMENT,made 31 January 2014.by and belweett:Clicnfl'rack.inc.("the Company").a Utah corpiaration,having a principal place of business_n*545 East 4500 South.Suite E260.Salt Lake CIIy,Utih 81107 and Weld County.Department tment of Human Services (7.'I ICENSEE"). with aprincipal place ol'business at 315 N l 1's Ave,Greeley,CO 80631:and sets forth the terms and conditions ol'a ClicntTrnckthl Software as a Service(SaaS)subscription. This Agreement shall be effective es of 2/1/2014((he"Ef ective Date"). Definitions the Service after any such changes shall constitute l.icensce's consent to such changes.unless Licensee exercises its right to terminate,pursuant Licensee: One who is duly authorized to access ClieniTrackmi I"the to the paragraph entitled,'Services.'otExltibit A. System"). I his license drill immediately terminate and be null and void upon tctA'e User: A named end-user ol'a Clienfl•r ck system that has termination or upon Licensee's a ioiunion of this Agreement. current login privileges.AM.Active User account(seat)cannot be shared or used by more Ihtlrtvne btdividnal.Active User•but may be reassigned Price and Payment Terms from time to titeao.nciw.Activ0 USerS whO nr4 replacing former Active Users who have terminated employment or otherwise changed job Licensee agrees to make prompt payment tulle Company upon receipt status or function and no longer use ClientTrnck. ol'a properly completed invoice. Licensee shall bear rill applicable lederul.suite.municipal and other.govermnent taxes(Such as sales,use !waive User: A named end-user of a CiientTrackrm system that DOES and similar tare ,.and similar clutrges.however designated or levied. NOT have current login privileges.An Inactive User may be maintained •(•tax Exemption CM-III-mates.if applicable,must be presented prior to in the system for historieal.and data integrity reasons. invoice if they are to be.lurnoretl.The Company shall only bill the• . User'l ccess,Lieense: A kind of software license that allows end-users License far deliyeral>{tts and services specifically stated in this and their Workstations to connect to specific ClienfCrack server agreement or otherwise approved in writing.in advance by the Licensee. software instance. The Licensee shall pay the Company SanS setup,,user subscription Efiective Dare: The date from which all the contractual rights and license tees and Professional Services fees us specified in CliertTrack obligations begin and from which date renewal dates are calculated. SnaS Pricing Table.part alibis Agreement as Exhibit 13. Term of Agreement Monthly SaaS SubSeripti.on Fees are due;and payable in advance on a quarterly basis;SaaS billing shall be deena.xl supported by 'Cite terns of this Agreement shall begin on the Effective Date and documentation of SaaS active user count defined as the greater of a) continue for thirty-six(36)consecutive months.Thereafter.this actual number of active user's Or 1,)the nainlmtini number of user Agreement shall automatically renew for successive one year periods on. specified herein. the anniversary date of the Effective Date("Anniversary Date")unless either party gives the other party not fewer than thirty(30)days.iotice Additional users Tray be added by the Licensee as desired. Billing for al its intent not to renew,or unless terminated by either party in Setup Fees and S Subseription Fees for additional users shall be accordance with this Agreement. added to the next quarterly billing based upon the time the user was created Grant of SRI'S Subscription and Limited Use Software License The Company reserees the right to increase the SauS License LICENSEE must obtain from the Company a valid User Access License. Subseriptiont fees by 4°u annually as Outlined in Exhibit 13. sufficient fur each Active User authorized to use the Client stick Service. Requirement for Minimum Number of Active Users The Company hereby grants and LICENSEE hereby accepts,a limited, During the initial tent of this Agreement the minimum number of non-exclusive license for Lkensee's Active Users to use time ,lctiVe Users subscriptIprts required under this contract shall be no less ClientTrack software provided LICENSEE complies with an tents and than nine(9)users. conditions of this Agreement and the Software its a Sel•vice(SanS) Subscription Turns&Conditions a part of this Agreement its Exhibit A. No Rental/No Commercial Hosting The Company reserves the right to Modify the Software as a)ervic: You may not rent. lens. lend.or provide commercial hosting services (SaaS)Subscription Terms&Conditions terms and conditions°I-this With the Software. Agreement or its policies relating to the Service at any time.effective upon written notice as provided in this Agreement:any continued use of Software As A Service Agreement Page I off) Cliemtnick Licensee Modified 1/31/14 2014-0386 1. ClientTracl< Software Ownership • - Conligunition may be irretrievably:0Ic(nl;i.f Licensee's account is 90 days or more delinquent. The Software is owned by Client Track,Inc.The Software is lice sed to LICENSEE not sold.All rights not specifically granted in this Termination Agreement,including Federal and International Copyrights,arc reserved by ClientTrtck,Inc. Either party may terminate this Agreement or reduce the numb r of licenses.effective only upon the expiration of the then current term,by Software Limited.WaWitttity autilrt:$ng the other party in writing at least thirty(30)business da}s prictrto the claw of the invoice for the following term. The Compaty warrnnts to LICENSEE that the software will operate substantially in accordance with its accompanying documentation in In the event this Agreement is terminated(tether than by reason of your Exhibit A,for the term of this Agreement.This warranty is void if breach).the Compmit* will make available to Licensee a file of the failure of the sot\. are has resulted from accident,abuse.or Licensee Dow within 30 days of termination if Licensee so requcsts,ttt: misapplication. the time of termination.Licensee agrees and acknowledges that the Company has no obligation to retain the Licensee Data.and may delete EXCEPT As EXPRESSLY SET FORTH HEREIN,T!II:SOFTWARE such I.icigsee Data.more thin 30 days atler.tLrmination. IS PROVIDED"AS IS":C1.IENTIRACK.INC. DISCLAIMS ALI. WARRANTIES.WI IE'I'I iER EXPRESS OR IMPLIED:INCLUDING Any breach ufyuur puymi nt obligations or►inau(luirlied use unite BUT NOT LIMITED TO IMPLIED WARRANTIES O1: Service will he teemed a material breach tifthis Agreement.The MERCI IANTAI3ILITY.II FNESS FOR A P'AR'CICUI,AR PI IRPOSI:, Company in its sole discretion may terminate your passccurd.account or AND NONINFRiNG)MENT WITII RESPECT fO'f IE SOFTWARE use nfthe Service if you breach urotherwise lull to comply with this AND DOCUNIEN'TA'l'ION,THIS LIMITED WARRANTY GIVES Agreertient. YOU SPECIFIC LEGAL RIGHTS:YOU MAY FIAY:E:0THER RIGHTS.WHICH VARY FROM STATE TO STATE. In any dispute arising out of the Company's duties and obligations under this Agreement,the Company aid Licensee shall take all Limitation or Liability reasonable steps to resolve such disputes prior to the initiation of formal action.Such steps shall include,but are not limited to.written. NOT VII llS'I'ANDINO ANYi'I IiNC I'I,Si:IN THIS ACiRLI:MIiNI nutilicatitan by either party to the other of any perecived kit*In OR OTHERWISE. COMPAN 1'tit IAI.L IN NO EVENT BE perform under this-Agreement and a reasonable time period Of not less LIABLE\VI'I I I RESPECT"TO ANY SUBJECT I41A'l"I'CR O1 THIS I IS than thirty (301 days.fur cumin the event a mutually acceptable AGREEMENT UNDER ANY C ON'I'RAC'i',TORT(INCL.UDINO resulutian cannot he a.i hcd.ether party ntay tcrminutc this Agreement NEGLIGENCE AND STRICT LIABILITY),INDEMNITY OR by providing thirty(30)days written notice to the other at the party's OTHER LEGAL,CONTRACTUAL.OR EQUITABLE THEORY last known address. FOR:(i)ANY INDIRECT,SPECIAL,PUNITIVE,INCIDENTAL OR CONSEQUENTIAL DAMAGES,HOWEVER CAUSED AND In the event that any dispute shall require arbitration or ether legal WHETHER OR NOT ADVISED IN ADVANCE OF THE proceedings between the ponies regarding,this Agreement each party POSSIBILITY OF SUCH DAMAGES:OR(ii)DAMAGES FOR agrees to hear its own cast. LOST PROFITS OR LOST DATA:OR(iii)COST OF PROCUREMENT OF SUBSTITUTE GOODS.TEUI INOI.t)GY OR General SERVICES. This Agreement and the Parties here to agree and consent that this Non-Payment and Suspension Agreement shall be governed by the internal laws of the State of Colorado.without giving effect to principles of conflict of laws and the in addition._to any other rights granted to the Company herein,the exclusive jurisdiction and venue of the state courts sitting in Weld Company reserves the right to suspend or terminate this Agreement and County.CO or the federal courts in Denver.CO to resolve tiny disputes Licensee's access to the Service if Licensee has not made.ptyment with arising under this Agreement. in each case this software license and forty-five(45)days ot'when payment invoice was due(tally into Agreement shall be construed and enforced without regard to the United arrears).Delinquent invoices(accounts in arrears)are subject tolntcrest Nations Convention on the International Sale ol'(iouds. of 1.5%per month on any outstanding balance,or the maximum permitted by law.whichever is less.plus all expenses of collection. You This Agrecmentand the Exhibits attached hereto contain the complete.: will continue to be charged for Active Users during..any period of agreement between the parties with respect to the subject matter hereoly suspension,Ii'Licensee or the Company initiatcs;terrmination of this and ijtiperscdc till prior or contemporaneous agreements or Agreement,Licensee will be obligated to pay the balance due on understandings,whether oral or written.The failure ordelay of the Licensee's account. Company tat exercise any or its rights.wider ilvis.Agipanent or upon any breach ol'this Agreement shall nut bedctimed a Waiver of those rights The Company reserves the right to impose a reconnection fee in the or of the breach. Nu Client Track dealer.agent or employee is event you are suspended and therealler request access to the Service. authorized to intikc any amendment to this Agreement unless such 'You agree and acknowledge than the Company has no ohligauiuu to tinieadntent is in Writing rind signed by a duly authorized represent'riive retain Licensee Data or Con Ii gin ration ANI)iacenseti Data and (lithe Cumixuty. 0---- Software As A Service Agreement Page 2 of 6 CI' frock Licenses: !AMMO 1131/14 Initial Initial JA Chen Lira: t If any provision of this Agreement shall be held by avow(of competent ClienifrneL 'nod other trademarks contained in the Software are jurisdiction to be contrary to law that provision will be enforced w the trademarks or registered trademarks ofClientTrack.Inc. In the United maximum extent permissible and the remaining provisions of this States and/or other countries.Affiliate User may nut remove or alter any Agreement will remain in full force and effect. trademark.trade names,product names,logo.copyright or other proprietary notices.legends,symbols or labels in the Software.This l Agreement does not authorize you to use the Company or its licensors' names or all) of their respective trademarks. IN WITNESS WHEREOF.the authorized representatives of the parties have cxecuted this agreement on the day and year‘sritten below: Executed this 10 day ul' ewall ,20 144 . 6111 Clientfrack.Inc. Licensee Signature: Signature: j J�� Douglas Rademacher Prim Name: t/ S.Jw. Prins N;uue: J Title: Chair, Board of Weld County Commissioners Title: h FEB 1 02014 • Software As A Service Agreement Page 3 of() Clien" rack Licensee Modified 1/31/14 Initial Initial aor1.1-oat o • ,O .j:,. CkientTrack; • . - Exhibit A Software as a Service(SaaS)Subscription Terms&Conditions f This Software as a Service Agreement("Agreement")is made as of the Effective Date o1'the servihx.by and between ClientTrack,Inc.,n.UUth Corporation.("the Company').and the ordering party("LICENSEE"). Services will be calculated on the average monthly LICENSEE will not have the right to re-license storage overage and iuvuicexi quarterly. or sell rights to access and/or use the Licensed The Company will provide.subject to the Client frtek Application or to iransf'er Of assign terms herein,The LICENSEE with a non- Databases smaller thuti I Gigabyte cam be rights to access or use Client Track,except as exclusive license to use of the application exported through the Application';"Export express), provided herein. server,software set and the support services set Whole Database"Ware. The e:xpunation of forth in this Agreement(collectively,the databases larger than i Gigabyte Must be LICENSEE ntay not modify,translate.reverse "Services"),solely for the purpose ol'access performed by the Company's professional stud' engineer,tit-compile or create derivative works and execution of Licensee'ssubscription to the with Licensee being charged for associated based upon ClientTrack.Licensee agrees to ClientTrack1 'software application time and material. use ClientTratck in a manner that-complies with ("Clieni track")delivered as:Softeeareas a all applicable lows including intellectual Service over the Internet. The Company+will maintain Client Irack property and copyright laws.The Cunmpatty during the tern ol'tlais Agreitteit.In the evetnt expressly reserves all rights not expressly The Company alone(and its licensors.where ClientTrtck has been modified or.custumiied. granted to LICENSEE herein. applicable)owns all right.title and interest. and;the:Company Personnel performed those including all related Intellectual Property modifications,the Company agrees to maintain LICENSEE shall not(i).license,sublicense. Rights.in and to ClienffrnckTm and associated ClientTreck as modified.The cost of regular sell.resell,transfer.assign.distribute or products,technology,the Service and any application maintenance(break/fix)is included otherwise commercially exploit or make suggestions.ideas,enhancement requests, in the Monthly User Pees. Software support available to any third party:the Service or the feedback.recommendations or other beyond regular application maintenance may Content in any way:(ii)modify or make inllnnation provided by Licensee or any other be billable to LICENSEE at the Company's: derivative works based upon the Service or the party relating to the Service.This Agreement is prevailing Professional Services rates. Content:(iii)create Internet"links"to the 'not a sale and does not convey to Licensee any Service or"frame"or"mirror"any Content on rights ol'ownership in at related to the Service. The Company reserves the right to modify any any,other server or wireless or Internet-based the Client frackT"t or the Intellectual Property Service from time to time;provided.that - &svice;or(iv)reverse engineer or access the Rights owned by the Company. Licensee may terminate a Service without Service.in order to(a)build a competitive penalty in the 30 days following notice front prod;uct:.or service,(b)build a product using LICENSEE will have access to the Services the Company of the implementation ut'any similar ideas.features,functions or graphics of for the purpose of using the Services for its change to a Service that has a material adverse the Service.or(c)copy any ideas,features. intended purpose and in accordance with the affect on the functionality of that Service.if functions or graphics of thcService. specifications set forth in any documentation the Company Bails to correct the adverse:ellbet relating to the Services provided by the in the 30 days following Licensee's vnritten LICENSEE shall not:(i)send span or Company.Such use and access will be notification to the Company ul'such effect, otherwise duplicative or unsolicited messages: continuous on a 24 hour basis except.for in violation ol'applicable laws:(ii)send or interruptions by reason of maintenance or The Company,its affiliates or subcontractors Store infringing.obscene.threatening;libelous, downtime beyond the Company's reasonable may perform some or all of the Company'S or otherwise unlawful or tortious material, control. .duties and/or obligations hereunder. including material harmful to children)or violative of third party privacy rights;(iii)send All standard features and functions of LICENSEE Responsibilities or store.Material containing software viruses. ClientTrack1"'Core-Package will be available wo=nits.'ro an horses or other harmful to Licensee tit part of the monthly user fees. LICENSEE must obtain from the Company a computer code.tiles,scripts,agents or valid'Saal Sent licensing sufficient for the programs;(iv)interfere with or disrupt the line Company will provide up to 10 Gigabytes number Of authorized users to use the integrity or perl'urmunee Odic Service or the (GB)of storage space on the application server ClientTrack Software. data contained therein;or(v)attempt to gain fur LICENSEE to use for storage of data unauthorized access to the Service:or its necessary for use of ClientTrack,If LICENSEE will use the ClientTrack related systems or networks. LICENSEE's use exceeds the base storage application only for its internal business space allotted,LICENSEE will.be responsible operations and will not permit Client i'rack to ,LICENSEE can add users at will;the to pay for additional data storngc fee at the be used by or lbrdhe benefit.of anyone other :Company'will monitor the LICENSEE's Company's prevailing rate:incremental fees than LICENSEE. database to verily number of users. :LICENSEE agrees to pay a onetime user setup • .) Software As A Service Agreement Page.1 ol'( Clive meld Licensee Modified 1/31/14 initial. Initial I.,.1 ClientTracicc fees and ongoing software subscription fees for All data pertaining to LICENSEE disclosed to calculated on the basis that the Company shall each user added. the Company in connection with the. exclude liability as pru►vided in this St:ction. performance(Willis Agreement and residing on LICENSEE will.not:(i)transmit or share the Company's application server tvill be held The Company specifically recamMends that identification or password codes to persons as confidential by the Company-and will not. LICENSEE make use of the ClientTrack other than authorized users(ii)permit the without the prior written consent or Application's"Espon Whole Database" identification or password codes to be cached LICENSEE,be disclosed or he used for ans feature to ensure that the LICENSEE maintains in prosy servers and accessed by individuals purposes other than the performance()rails a viable copy at'LICENSEE's data to meet who are not authorized users,or(iii)permit Agreement.The Company will safeguard:the LICENSEE's Disaster Recovery I Business access to the ClientTrack Application through confidentiality of such data using the same Continuity requirements. a single identification or password code being standard of care that the Company uses for its made available to multiple users on a network. own confidential materials,This obligation 'Service Levels does riot apply to data that:(i)is ar hecuntes. LICENSEE will be responsible to provide, through no act or failure to act milli:)cart of IE,iCepl as otherwiStprovided herein,the install.and maintain all ttorksintiens the Company..generally known or nilttahle: Company iiill`use,commercialty reasonable equipment and operating s)stem and other (ii)is known hy°.the Company at the time of efforts to makete Services'available in software to establish and utilize a supported receiving such intitnnation as evidenced by its accordance with prevailing Sotiwareas a World Wide Web browser;as well LICENSEE written records;(iii)is herealier tarnished to Service/Application Service Provider iindnstry is responsible for establishing and maintaining tfietompany by a third party,as a matter of standards,taking into account the an Internet connection necessary to access and right and without rc triction on disclosure:(iv) LICENSEE's workstationsand the speed of use the Services. LICENSEE is responsible is independently developed by the Company as their Intehtet conne:tion`to access and use the for all costs and fees(including,but not limited evidenced by its written and dated records and Services. to telephone service.or other without any breach antis Agreement:or(v)is telecommunications service.computers and the subject of a written permission to disclose 'the Company will use commercially modems)associated with such providing user provided by LICENSEE.Further reasonable efforts under the circumstances to workstations and Internet services. 'lire notwithstanding the forgoing.disclosure of remedy any interruptions.omissions,mistakes. Company recommends a broadband Internet data will not be precluded if such disclosure, accidents or errors in the Services(hereinafter connection typically this is a minimum (i)is in response:tua valid order ul'a court or "Defects")and substantially restore the connection method/speed of a DSL Internet other governmental body of the United States: Services to conform to specifications included: line. The Company does not recommend using (ii)is otherwise required by law;or(iii)is in tltc-current Lieens;e/ClicntTmck contract a dial-Up modem as an Internet connectivity otherwise necessary to establish rights or docuitients and currant Cii.cnt Crick methodin the use of ClicntTrck. enlbrce obligations under this Agreement.Hut documentation. only to the extent that any such disclosun is SERVICES MAY B1:SUBJEC['I't,) necessary. II'the Services fail to substantiallyv'or,,l).rm to I.IMlTATIONS.DELAYS.AND OTI.IER specifications included in the current Licensee PROBLEMS INHERENT IN THE USE OF LICENSEE acknowledges than t e;.C"Iicni Track 4ucltr et documents and current Client[rack: THE INTERNET AND ELECTRONIC and other data on the Company's application iiticuinenuttion over a continuous period of COMMUNICA'[IONS. THE COMPANY IS server embodies logic.design and coding thirty(30)days after written notice to the NOT RESPONSIBLE FOR ANY DELAYS. methodology that constitute:valuable Company of such nonce Ito iiiiiy.LICENSEE DELIVERY FAILURES,OR OTHER confidential information that is proprietary to may terminate Services,provided that the DAMAGE RESULTING FROM SUCH the Company.LICENSEE will safeguard the Defect is not caused or contributed to..directly PROBLEMS. right to access ClicntTmck and other or indirectly by any act or omission of applications installed on the C'ou a:uty's LICENSEE Brits Licensees.affiliates.agents. As part oJ'the registration process for service. application server using the same standard.of reprksettittiVes.or invitees,other than normal each LICENSEE's user will be given a care that LICENSEE rises for its own use ofthc Servieei. password.LICENSEE will he responsible fur confidential materials. niplitigining the confidentiality of any Technical Support password used to access the service. The Company will perform a regular backup of LICENSEE will be fully responsible for any ClientTrack data on its application servers. LICENSEE acknowledges that,except as and all activities that occur under using the Brims:standard of care that the expressly provided in this Section, ill support LICENSEE'S account and passwords. Company uses for its own data.but the for the ClientTrack Software shall be provided Company shall in no event be liable to as defined by the Company pursuant to current Data Ownership;:.Confdentliillty,Loss Licensee or any third party[or'hiss.destructitmri Licensee/ClieniTrack contract documents and or con•upiion orLICENSEE Damn.LICENSEE prevailing ClientTrack business practice. The All data created or transmitted by LICENSEE agrees seal acknowledges that ii is in a better Company shall provide support to LICENSEE and stored op the Company servers as pan of position;to foresee and evaluate ally'potential only with respes.t to access and availability of the Services shall at all times be owned by damage orloss it may stiffer in awneetiort the Client frack Software maintained by the LICENSEE. with loss of LICENSEE Mtn,told that the'fie , Company pursuant to this Agreement payable under this Agreement have been ("ClientTruck Suppo ).ClientTmck Suppprt Software As A Service Agreement Page 5 of G Clieti k. Licensee Modified 1/31/14 IOW:: Initial A ClientTracIt shall be available vin telephone and„email EXCEPT AS EXPRESSLY SET FOR'fl•I LICENSORS BE LIABLE FOR DIRECT during the hours of 7:00 am, to 6:D.© p:m.. HEREIN OR AS PROVIDED IN TI II.: PAIvIAGES TO 9TIE EXTENT PERMITTED Mountain Time. Monday through Friday, CURRENT LICENSEE/CLIENITRACK SY APPLICABLE LAW. excluding federal holidays. Support oiler the CONTRACT. TI IF COMPANY MAKES NO provided hours.may be provided, on a WARRANTIES UI' ANY KIND, WHETIIER Licensee agrees and acknowledges that it is In emcrgeiw bath, by Company personnel made EXPRESS OR IMPLIED, I'OR 'IHE a better position;to foresee and evaluate any available during these hours. SERVICES IT IS PROVIDING. potential dutnage.or loss it may suffer in connection with the Services and that IN Iscs LICENSEE acknowledges that issues outside The Company exercises no contml uvernnd payable underthis Agreement have been the normal scope of the Company's standard accepts no responsibility for 11w content ache calculated on the basis that the Company shall technical support may be billable to the informtion passing through the Services. The i.selude liability as provided in this Section. LICENSEE as professional services at the Company specifically denies any responsibility Company's prevailing professional services for the accuracy or quality of information Forte R4ajeure. time and material rates; however, the Company obtained through the Services. Use of any will not perform nor bill for such services information obtained vial the Services is* The Company shall not be deemed to be in Without prior Approval in writing by the Licensee's own risk. delimit of any provision ol'thi: Agreement or LICENSEE, heliable fur any delay or failure in EVEN IF ADVISED O1 TI IE POSSIBILITY ptrlormancedue to Force Majeure. which shall Term And Termination Or SUCH DAMAGES. IN NO EVENT include withoutIEmitation acts ()Mod. SHALL EI'flJER t'AR'I'Y OR ANY OF TI Ili earthquake. weather conditions. labor disputes. This Agreement commences on the first access COMPANY'S SUPPLIERS OR LICENSORS changes in law. regulation or government to the ClientTrack system by the LICENSEE BE LIABLE FOR ANY CONSEQUENTIAL. 'policy. riots. war. line. epideritics, aces Or shall continue until the LICENSEE formally INDIRECT. SPECIAL PUNITIVE. OR omissions of vendors or suppliers, equipment terminates this agreement under the terms INCIDENTAL DAMAGES OF ANY KIND failures, transportation difficulties, malicious herein or as provided in the current (INCLUDING. BUT NOT LIMITED TO or criminal acts or third parties. or other Licensee/the Company contract. LOSS OF USE. INTERRUPTION OF occurrences which are beyond the Company's BUSINESS. LOST PROFITS, LOSt rcusunablc control. Disclaimer of Warranties, Limitation of REVENUE. OR LOST DATA). NOR SI [ALL Damages THE COMPANYS SUPPLIERS OR Software As A Service Agreement Page 6 oil CI it [rack Tata Modified 113I/I4 Initial Initial Analysis and Design Scope Project Kick-Off At the beginning of the implementation, ClientTrack project manager will conduct a Kick-Off call.The purpose of this call will be to review the contract deliverables. Determine a preliminary timeline,set-up dates/times for the analysis phase and review the project team. As part of this deliverable,the implementation environment will be created. Prototype Design The implementation of Weld County's case management system will be based upon the ClientTrack standard library of case management workgroups. ClientTrack implementation engineers will create a prototype of the system's functionality as detailed in the Functional Deliverable section of this document.This prototype will be utilized as a basis for discussion to determine what needs to be adjusted to meet specific needs for Weld County. Finalized Project Plan The finalized project plan will define project resources,schedule,scope, and other information essential for the success of your project.Your ClientTrack project manager will provide you with a copy of the finalized project plan for your approval. Project Plan approval is a milestone that marks the transition from the analysis and design phase of the solution to the implementation phase. Functional Deliverables Workflow ClientTrack will utilize the current case management workflow and create a custom intake workflow to access the Client.The workflow will guide the user step by step though each step of the intake/assessment process. Approvals Process ClientTrack will utilize the baseline electronic approvals process. Once a form is identified as needing a supervisor approval the supervisor will have the ability to track and manage the forms that need approval. Time Spent Using the baseline service form users will be able to track time spent with the Client. By using the service form to tack time, multiple baseline reports can be run to get an understanding of the time spent serving the Client and what services were provided. Alerts / Notifications There are multiple different types of Alerts and Notification that can be utilized in ClientTrack as part of the standard solution that will be available. Follow-ups Users will have the ability to schedule 30, 60,and 90 day follow-ups with the Client. Follow-ups have the ability to be tracked on the Clients tab as well as the Users tab. Users will have the ability to see all task that have been created for them.This will include the 30,60,and 90 day follow ups as well as any additional task that have been created. Report Scheduling Reports ran be scheduled to be automatically run on a recurring basis. By scheduling a report to be run at a later point in time, users can identify report recipient(s)and how often.This may also be useful to run a complex report during off hours or provide an important report to stakeholders on a recurring basis automatically.The report will be automatically run based upon the desired schedule with the parameters you identify. For recurring reports, dynamic date ranges can be utilized based upon the predefined date ranges. Select an individual or a distribution list for whom the report should be scheduled.Selected recipients will receive an email with a link to the report once the report has finished processing.The contents of a report may include personally identifying information;as such report contents are never emailed.The report can be run once or on a recurring basis based on the selected pattern. Reporting Case Management Report ClientTrack identified that specific case management report will be required.The following reporting methods will be used: • ClientTrack baseline Report • Custom "Push Button Reports" • Data Explorer Question Report Baseline Reports ClientTrack has multiple base line reporting tools. Below is a few of the baseline reports • Client List • Client Demographics • Client Goal Action Plan • Clients In Program • Case Mgmt Services • Case Assignment • Service Summary Report • Agg. Service Summary • Client Service • Service Demographic Totals • Household Demographics • Household Composition Custom Reports Built into this scope is an allotted amount of time for our report writer to create 1 to 2 custom reports based on the complexity and need.This will be determined by working with the ClientTrack project manager during the analysis and day in the life process. Data Explorer Domains Data Explorer is ClientTrack's simple, powerful and effective reporting and data analysis tool. ClientTrack data Explorer domains provide specialists with data that can be used in Data Explorer.The setup of these domains will make data available for queries.Any data in a domain can be utilized in the results or used for filtering. Up to six(6) domains will be created/configured as part of this deliverable.The ClientTrack project manager will work closely with Weld County to define what configurations to the domains are necessary.This will be defined during implementation. Security Security Model Your ClientTrack security model will help balance the needs of confidentiality and collaboration by determining sharing and access rules for data in your ClientTrack solution. During the DiTL,a ClientTrack solution expert will analyze your security requirements and design a security model that will meet these requirements.Your security model will be incorporated into the development of your solution and verified via ClientTrack's quality assurance testing. Deployment Support Set-up irata Support As the final phase of the project,ClientTrack will assist Weld County administrators via ad hoc calls and demos in finalizing the set-up data configuration of their system.This support is intended to further educate Weld County administrators on setting up their own data. eploymennt Sup ort This deliverable will be considered completed once the configured and approved solution has been deployed as a live environment and the data migration final run has occurred. Pricing Exhibit B Weld County Pricing Summary Software Licenses/Fees Qty Rate Year 1 Year 2 Year 3 Named User Access Licenses(self host)♦ 9 $ 62.00 $ 4,464.00 $ 6,696.00 $ 6,963.84 ClientTrack Implementation Database Case Management basic Set up 1 $ 9,800.00 $ 9,800.00 Requirement,Analysis&Design, DaylntheLifet $ 3,120.00 $ 3,120.00 Workgroup and Set up Functionality $ 3,900.00 $ 3,900.00 Notifications $ 1,560.00 $ 1,560.00 Reporting $ 5,460.00 $ 5,460.00 Data Migration(Data migration removed) $ - $ - Implementation Total $ 23,840.00 Professional Services End UserTrainingt 1 $ 2,730.00 $ 2,730.00 Admin Trainingt $ 1,250.00 $ 1,250.00 Continuous Improvement Services $ 8,000.00 $ 8,000.00 $ 2,000.00 $ 2,000.00 Annual Total $ 40,284.00 $ 8,696.00 $ 8,963.84 ♦User Access License Fees for the first year are estimated for 8 months.User License Fees will generally be effective on the first day of the month when a production database is initiated,or the first day of the fifth month from the effective date,whichever is earlier.The initial deposit of eight(8)months are payable upon contract execution.User Access License Fees will he billed quarterly in advance thereafter. * Pricing is based on attached Statement of Work,developed to meet the client's requirements and created in conjunction with the client. Additional services that impact cost and schedule will be estimated separately and submitted to the client for pre-approval. t Training and onsite visits do not include transportation and expenses.Those will be billed separately as actuals. Agreement Execution Payment: $ 28,364.00 Due upon agreement authorization A Year One Users License Fees: $ 4,464.00 50%of Implementation Fees: $ 11,920.00 100%of Training Services: $ 3,980.00 Year One Continuous Improvement Service: $ 8,000.00 Hello