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Home My WebLink About20132751.tiffRESOLUTION RE: APPROVE AGREEMENT AND AUTHORIZE CHAIR TO SIGN - INSIGHTFORMATION, 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 Master Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Department of Public Health and Environment, and Insightformation, Inc., to launch the Weld County Community Data Dashboard, commencing September 18, 2013, 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 Master Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Department of Public Health and Environment, and Insightformation, Inc., to launch the Weld County Community Data Dashboard, 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 30th day of September, A.D., 2013, nunc pro tunc September 18, 2013. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Weld County Clerk to the Board BY: AP Deputy k to the Boar D AS TO F Attorney Date of signature. 11575 EXCUSED William F. Garcia, Chair ®v \ op12z_vica.at-✓ Dougl7s Rademacher, Pro-Tem an P. Conway ke Freeman EXCUSED Barbara Kirkmeyer ft.! tc" OCT 092013 2013-2751 HL0040 Memorandum TO: William Garcia, Chair Board of County Commissioners FROM: Mark E. Wallace, MD, MPH, Director Department of Public Health and Environment DATE: September 5, 2013 SUBJECT: BOCC Technology Innovation Grant — WCDPHE Community Data Dashboard Contract Approval Enclosed for Board review and approval is a contract between the Insightformation, Inc. and Weld County Government to launch the Weld County Community Data Dashboard for Weld County Department of Public Health. The BOCC originally approved the Health Department Technology Grant Proposal in 2012. In 2013, ACS and the Health Department solicited proposals from qualified vendors. After a thorough selection process, Insightformation, Inc. was chosen based upon: 1) the vendor's profile, 2) the solution's technical capabilities, 4) implementation and support complexity, and 5) overall business offering. The vendor contract has been reviewed, amended, and approved by the County Attorney and IT Governance. The contract includes 12 -month Software as a Service Licensing and Support Contract and Professional Services Contract. The total amount of the agreement is $41,100.00 for the time period beginning September 18, 2013. The contract will enable the health department to increase productivity and functionality within the local public health system. Approval of this grant will allow to Health Department to continue to facilitate local and regional community collaboration, data collection, and data sharing around health -related performance measures and strategies. I recommend your approval. Enclosure 2013-2751 Lt MASTER A REEMENI TbcI&5y Prepared especially for .'1'I_A.STER AGREEMENT WELD COUNTY DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT PAGE I A ' w::.`Ri.^. .._�. _.......y9...:,L..v.— �:�:^`^f'4•nFa...l_7.:.: _:2.::.Ia.lC�w L S;..., «. 7`r', R....FSsi": Master Agreement ent This Agreement, dated September 18th, 2013 is entered into between Weld County Department of Public Health and Environment (WCDPHE or Client) and Insightformation, Inc, (IFI or Vendor). Client: Weld County Department of Public Health and Environment 1555 N. 17th Avenue Greeley, Colorado, 80631 Client Contact Cindy Kronauge MPH, PhD Health Data Analyst Weld County Dept. of Public Health and Environment Phone: 970-304-6470, ext. 2221 ckronauge@weldgov.com Vendor: Insightformation, Inc. 4050 Olson Memorial Hwy. Suite 250 Minneapolis, Minnesota 55422 Account Manager: Liz Gallagher Business Development Manager Phone: (763) 331-8291 Liz.Gallagher(abinsightformation.com 2i. Summary & Purpose This Master Agreement and it's addendums, describe the tools, professional consultation and supportive services the Weld County Department of Public Health and Environment selected among the recommendations contained in Insightformation, Inc.'s response submitted to addresses the needs expressed in the WCPHDE's RFP titled as the "Integrated Community Dashboard and Collaborative Strategy Execution Platform RFP - HCEP 2013-01". The primary features of the this agreement include a collaborative strategy management platform, web embed & publish capabilities (dashboard) and professional services that will help promote local (& regional) community data collection, data sharing, and multiple types of statistical reporting. Benefits commonly derived through the implementation of the technology and services described in this Agreement include a reduction in the effort & labor required to manage & maintain data & information by reducing redundant tasks associated with maintaining multiple sets of data in a wide array of fragmented locations, configurations and formats. Improvements in organizational alignment as well as reporting efficiencies are typical through the adoption of Strategy -Aligned Management techniques and strategy maps which also result in significant progress to objectives both in the department and in the community. MASTER AGREEMENT - WELD COUNTY DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT PAGE B The software licenses & professional services contained herein will also enable community stakeholders/partners/public to access, update and/or view data/information as licensed & authorized by the WCDPHE. The web -embed & publish (dashboard) provides accountability and organizational transparency through the publishing of "Scorecards" on websites of the WCDPHE choosing. The professional services selected will train, facilitate and promote the incorporation of the best practices of Collective Impact, Collaborative Strategy Planning/Execution and the Community Balanced Scorecard Methodology. The systems and services are readily expandable to allow for future growth to meet the evolving challenges and priorities identified by the WCDPHE. 2.2 Project Overview Vendor will work with the appropriate Client representatives (Cindy Kronauge and/or others they designate) to provide consulting services, facilitation, training, and coaching on various aspects of collaborative strategy management and measurement. This Master Services Agreement contains the general terms and conditions for all attached Statements of Work and Software Licensing per the following: Addendum 1 - InsightVision 2.0 Seas Licensing, Fast Start Set-up and Web -embed & Publish Module Addendum 2 - Professional Consulting Services (Initial Review/Analysis — 1.st Qtr. Senior Consulting) The effective date of service(s) and access to licensed software begins September 18th, 2013 2.3 Software Licensing Agreements for the client selected Software Licensing are added to this agreement (See Addendum #1) to identify the software that is being licensed and the terms of such licensing and are considered included in this Master Agreement. 2.4 Statements of Work Agreements for specific services provided by the Vendor and the costs of those services will be added to this as Statement of Work documents (See Addendum #2) that are each agreed to and then become part of this Master Agreement. 2.5 Warranty Vendor warrants to Client that the services provided pursuant to this Master Agreement will be in conformance with the established professional standards for such services and with all applicable laws, regulations, codes and ordinances in force at the time such services are provided. Notwithstanding the foregoing, Vendor's warranty with regard to retroactive changes in laws, regulations, orders and ordinances shall be limited to providing services conforming with established standards for such services. If any failure to comply with this warranty is discovered by Client, Vendor shall, upon receipt of written notice from Client, use commercially reasonable efforts to bring such services into compliance at its own expense. MASTER AGREEMENT - WELD COUNTY DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT PAGE i C 2.6 Conflicting Provisions If any provisions of this Agreement conflict with each other, the documents forming this Agreement shall have the following priority: 1) Master Agreement 2) Addendum 1 3) End User License Agreement (EULA) 4) Addendum 2 3.1 Payment Schedule Software Licensing, Fast Start Set-up and Web Embed & Publish Module invoices are issued within 48 hours of signing Addendum #1 of the agreement and the invoice is payable upon receipt. Professional Services defined in Addendum #2 "Statement of Work", requires a 25% retainer which is due upon receipt of the invoice. Subsequently, each month, the Client will be invoiced for services performed with 25% of the retainer applied to the invoice and the balance of each monthly invoice due within 15 days. Payments made after 30 days of the due date will be charged a monthly 1.5% late fee until paid. sr Via:-: 4.1. Confidentiality Vendor shall not disclose Confidential Information (as hereinafter defined) of Client to any third party. The Vendor shall use the same degree of care as it uses to protect its own Confidential Information of like nature, but no less than a reasonable degree of care, to maintain in confidence the Confidential Information of Client. The foregoing obligations shall not apply to any information that (i) is at the time of disclosure, or thereafter becomes, part of the public domain through no wrongful act or omission of the Vendor, (ii) is subsequently received from a third party having no obligation of confidentiality to Client, (iii) was known to the Vendor at the time of disclosure, (iv) was generated independently by the Vendor without reference to Confidential Information, or (v) is required to be disclosed by lawful order of a court or regulatory body having jurisdiction. For the purpose of this Section, Confidential Information shall mean any information identified by Client as "Confidential" and/or "Proprietary", or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary, including the Agreement. The confidentiality provisions of the Agreement shall remain in full force and effect after the termination of the Agreement. MASTER AGREEMENT - WELD COUNTY DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT PAGE I B 5.1 Agreement NOT to Hire Employee or Sub -contractors of the Vendor Client and Vendor agree not to hire employees of each other while work is being performed under this Agreement or for twelve months thereafter, unless the hiring party pays the other party an amount equal to the employee's previous six months base salary. Said payment is not a penalty or punitive in nature but is intended to reflect actual damages that will have been suffered by the non -hiring party. S�i1 R� g TI Nf The Parties shall attempt in good faith to resolve any controversy, claim or dispute (cumulatively "Dispute") arising out of the making or performance or otherwise relating to this Agreement. If the Parties are unable to resolve any Dispute within 30 days of written notice of the Dispute, the Parties may pursue any remedies available. .�? En•tlre Agreement This document, including supplemental Statements of Work, Software Licensing Addendums or other Addendums, contains the complete and exclusive agreement among the Members with respect to consulting services and supersedes all prior written or oral agreements, representations and understandings among them with respect thereto. This Agreement may be executed in counterparts. 7.2 Limitation of Liability Exclusion of Damages: In no event will either party be liable for special, indirect, incidental, third party or consequential damages including loss of profits, revenue, or use incurred by licensee or others, whether under this Agreement, tort, statute, or regulation, even if those damages were foreseeable or Client has informed Licensor of a potential liability. Neither party will seek or otherwise apply for any punitive or exemplary damages. Maximum Aggregate Liability: Licensor's and its subcontractors' maximum aggregate liability for damages to Licensee or others shall be limited to and shall not exceed the sum of the total fees paid by Licensee to Licensor. 73 Waiver/Modifications/Supplementation No part of this Agreement, may be modified, waived, or supplemented except in a writing signed by the party against whom such waiver, modification, or supplementation is to be enforced. No waiver of any breach or nonperformance concerning this Agreement shall be construed as a waiver of any other or further breach or nonperformance. No partial exercise of any right or power shall preclude any further exercise of that or any other right or power. 7.4 independent Contractor. Vendor shall perform its duties hereunder as an independent contractor and not as an employee. Vendor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Neither Vendor nor any agent or employee of Vendor shall be deemed to be an agent or employee of Client. Vendor and its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through Client and Client shall not pay for or otherwise provide such coverage for Vendor or any of its agents or employees. Unemployment insurance benefits MASTER AGREEMENT - WELD COUNTY DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT PAGE I 't will be available to Vendor and its employees and agents only if such coverage is made available by Vendor or a third party. Vendor shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Vendor shall not have authorization, express or implied, to bind Client to any agreement, liability or understanding, except as expressly set forth in this Agreement. Vendor shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law and (b) provide proof thereof when requested to do so by Client. 7.5 Time of Essence. Time is of the essence in each and all of the provisions of this Agreement. e6 Interruptions. ptiions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 7.9 Compile:Ice With Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 7.8 Fund Availability. 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. By execution of this Agreement, County does not warrant that funds will be available to fund this Agreement beyond the current fiscal year. 7.9 Governmenta& Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 7.10 No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 711 Board of County Commissioners of Weld County Approval This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. MASTER AGREEMENT - WELD COUNTY DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT PAGE I F 7.12 Choice of Law. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void 7.13 Attorneys Fees/Legal Costs. In the event of a dispute between County and Contractor, concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. Either party may change the contact information provided in this section by providing written/email notice to the other party. All notices and invoices to the Client shall be sent to the following address: Client Notices: Weld County Department of Public Health and Environment Attn: Cindy Kronauge 1555 N. 17th Ave, Greeley, CO 80631 Phone Number: 970.304.7470 x. 2221 Email: ckronauge@weldgov.com Client Invoices: Weld County Department of Public Health and Environment Attn: Accounts Payable 1555 N. 17th Ave, Greeley, CO 80631 Email: tgeiser©weidgov.com; ciehman@weldgov.com Client Payment Status (e.g. confirming that an invoice has been approved and when a check will be sent) Contact Name: Tanya Geiser or Carol Lehman Email: tgeiser©weldgov.com; clehmanPweldgov.com Phone Number: 970.304.6410 ext 2122 All Notices and invoices to the Vendor shall be sent to the following address: Vendor: Insightformation, Inc. Attn: Bill Barberg 4050 Olson Memorial Hwy. Suite 250 Minneapolis, Minnesota 55422 Email: Bill.barberg(ainsightformaiton.com MASTER AGREEM EN 1 - WELD COUNTY DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT PAGE G Client and Vendor, having read and understood this Agreement, hereby, accept and agree to it. Weld County Department of Public Health and Environment B Name: Douglas Rademacher Title: Chair (Drown?? Weld County Board of County Commissioners Date: SEP 3 0 2013 Insightformation, Inc. By: Name: William W. (Bill) Barberg Title: President Date: /y 2,4 20 )3 ye - MASTER AGREEMENT -- WELD COUNTY DEPARTMENT OF PUBLIC L LTH AND ENVIRONMENT AGE ₹ - DEND M 1 AAS LICENSING, FAST START & WE EMBED MODULE PREPARED ESPECIALLY FOR SEP EM BER 18TH, 201 3 ADDENDUM 1 INSIGI-IEVISION 2.0 SAAB LICENSING, FAST START SET-UP AND WEB -EMBED & PUBLISH MODULE PAGE 1 — ..... — .;,r».:s. ^.xi�c,,. .<�,:, asJs... .,a x... ,, n, nsrzrvou,,;::��.u.e..e .nm,c ..,'...;.::'� ,._». .,. _ �,..u,_»»� »,»„¢ ..<_ ., .,..,._ Addendum SAAB LICENSING, x` AST START & WEB -EMBED MODULL This is a Software Licensing Addendum to the Master Agreement, dated September 18th, 2013 between Weld County Department of Public Health and Environment, (Client/Licensee) and Insightformation, Inc (Vendor/Licensor) (Master Agreement). 2.1 Software as a Service (SaaS) License Licensor will provide Licensee a SaaS version of InsightVision Software for 10 users, which includes hosting, maintenance and support. The client's customized site is accessible at https://iv,insightformation.corn/WELDCHIP License and access is subject to payment of the fees noted in Section 3 of the Agreement and the terms described in Appendix A. 2.2 Web Embed & Publish Module The Web embed & Publish Module allows Client to embed dynamic scorecards on any website or Intranet site they choose and automatically displays the latest status of a particular scorecard. There is no limit to the number of items the Client can publish or the number of websites the Client can publish to. Scorecards are embedded by adding a simple HTML phrase to a webpage. Any visitor to the website with the embedded scorecard can view the scorecard status without needing to log in. This eliminates the costs of purchasing licenses for individuals and or community partners that do not need to edit information or view more than scorecards. This Module provides up to 10,000 views (hits) per month. 2.3 Fast Start Software Set-up (Client Specific) This is the minimum starter package of basic configuration and setup for an organization or community to get InsightVision deployed with client specific data loaded and initial users trained prior to deployment. This package includes customized configuration of the client site, deployment planning, a series of live software training sessions done via GotoMeeting for administrators and recorded for further client viewing. It also includes the labor for our staff to build out a few client -specific scorecards and upload client data and other content. This package does not include strategy consulting services, coaching on Collective Impact best practices or significant partner engagement. 2.4 Option. to Transfer Ownership ........... Recognizing that this deployment is serving as a Pilot Project for potential use by a broader community coalition, Vendor agrees to be willing to transfer ownership of this licensing and site to a broader coalition if the Licensee requests such a transfer. 2,,5 Term of License The annual (12 -month) term of this SaaS license will start and the Software will be made available to the Licensee within 48 hours of this Addendum being signed. ADDENDUM 1- INSIGHTVISION 2.0 SAAS LICENSING, FAST START SET-UP AND WEB -EMBED & PUBLISH MODULE PAGE j 2 2.6 Maintenance and Support The Maintenance & Support is included in the SaaS License and includes hosting of the client's InsightVision 2.0 site and permit full access of the clients users to the Insightformation support site that includes Training Tutorial Videos, Exercises and other training & support resources. Standard Support is via E -mails sent to SupportPinsightformation.com 3.1 Licensing Cost Software — Software as a Service License - InsightVision 2.0 for 10 users Licensed for 12 months - 12 Months unlimited use of InsightVision Web Embed & Publish Module - Fast start package (Pre -deployment Customized Software Set-up) $5,600.00 $8,000.00 $9,500.00 3.2 Payment Schedule This Agreement will be invoiced in full as of the effective date and payable upon receipt of invoice. Payments made after 30 days of receipt of invoice will be charged a monthly 1.5% late fee until paid. 3.3 Renewals An invoice to renew an additional 12 months of licensing will be sent 60 days prior to the end of the 12 month term. Licensor will be contacted by Vendor to determine if the number of licensed users should be changed. The licensing for a different number of users will be based on the Vendor's current SaaS licensing at that time. Client and Consultant, having read and understood this Agreement, hereby, accept and agree to it. Weld County Department of ? blk Health and Environment B Name: Douglas Rademacher Title: Chair profem Weld County Board of County Commissioners Date: SEP 3 0 2013 Insightformation, Inc. By: Name: William W. (Bill) Barberg Title: President Date: ycrf-/ -4( �/Y ADDENDUM 1- INSIGI-ITVISION 2.0 SAAS LICENSING, FAST START SET-UP AND WEB -EMBED & PUBLISH MODULE PAGE 13 APPENDIX A - SOFTWARE END USER LICENSE AGREEMENT (E U. r ) Licensee shall have the right to use the Software, subject to the terms and conditions of this Software End User License Agreement ("License Agreement") including the Software Licensing Addendum and the Master Agreement (collectively, the "Agreement"). 1e Definitions "Affiliate" — means a company or entity under common control with Licensee. "Authorized Users" — means designated employees, consultants, association members, Clients, contractors and other citizens authorized by Client to access and use the Software, for which Client has paid the applicable SaaS Fees per an Order Form issued under this Agreement. "Effective Date" — means the later of the dates signed by either Client or Insightformation below. "Intellectual Property Rights" include all copyrights, confidentiality rights, trade secret rights, trademark rights, and patent rights and other intellectual property rights enforceable under United States law. "Licensor" — Shall mean Insightformation, Inc. "Licensee" — Shall mean Client and its Affiliates, who agree to the terms of this Agreement (whether acting through any of its full-time employees or contractors who are required to have access to the licensed Software). "Modifications or Enhancements" — shall mean any modifications, enhancements, or derivative works to the Software, in executable code form, which contain or use any Software developed by Licensor or its third party suppliers. "?yew Version(s)" — means a release containing a major modification to the Software (e.g., new features or functionality). "Service(s)" or "Hosted Service" — means Client access to the InsightVision Software via the Internet from a remote data center(s) where the InsightVision Software is installed and executed on secured servers housed, operated, and managed by Insightformation or its designee. The choice of hosting facility shall be in the sole discretion of Insightformation. "Software" — means Insightformation's commercially available version of InsightVision, and any other specific applications or add-ons. The Software will include the computer program provided to the Licensee by the Licensor under the terms of this Agreement, and all code and other documentation which may be provided by Licensor in addition to the Software, all permitted whole or partial reproductions made pursuant to the license granted as set forth hereinafter, and any updates, revisions, improvements or materials (if any) subsequently provided under Licensor's support services. Software may include programs of third parties, which Licensor is authorized to include as part of its Software. "Update(s)" -- means a minor modification of the Software (e.g., a "bug" fix or enhancement to an existing feature or functionality) that Insightformation makes available to its customers as part of the Hosted Service without an increased fee. APPENDICES PAGE I A 2. Ownership 2.1. Ownership of and title to the Software will remain with Licensor at all times. Licensee has purchased a Named User License that allows them to make the Software available in whole or in part to anyone without written consent of Licensor up to the number of purchased User Licenses. Licensee shall not alter or delete any copyright or other proprietary rights notices on the Software, and shall make commercially reasonable efforts to ensure that any such copies include notices included with the original versions. All applicable rights and patents, copyrights, trademarks, and trade secrets in the InsightVision Software are and shall remain with the Licensor. This ownership clause will survive this Agreement even if any or all other parts of the Agreement are voided. 3. License Grant 3.1. Upon payment of the applicable fees and subject to the terms and conditions hereunder, Licensor hereby grants to Licensee the rights to use the Software for the term for which the software has been licensed for. 4. Warranties 4.1. Express Warranties: Licensor warrants that it has, and will have at all times while this Agreement is in effect, the unrestricted right and full authority to license the Software to Licensee in accordance with the terms hereof, and all services provided herein will be performed in a professional manner. 4.2. Harmful Code Warranty: The InsightVision Software does not contain, nor will contain upon delivery or upgrade any Harmful Code or self -replicating, 'spyware' and self -propagating code. "Harmful Code" shall mean any computer programming code which is constructed with the intent to and which does, damage, interfere with, or otherwise improperly affect other computer programs, data files or hardware without the knowledge or consent of the computer user. 4.3. All Licensed Software as delivered will be the most current release or version that Licensor has made commercially available to its customers. 4.4. Exclusion of Other Warranties: Except as provided in this Section, all Software delivered hereunder is provided "As Is." Notwithstanding any other provision in this Agreement, Licensor does not warrant that the use of the InsightVision Software shall be uninterrupted or error free, or that all deficiencies or errors are capable of being corrected. The foregoing warranties are exclusive of all other warranties whether written, oral, or expressly implied. 5. Intellectual Property Rights 5.1. Modifications or Enhancements may be used in conjunction with the Software only in compliance with this Agreement. Licensor will not have any Warranty or Support obligations for Modifications or Enhancements made by Licensee. Licensee acknowledges and agrees that Licensor and its third party suppliers will retain title to all Intellectual Property Rights related to the InsightVision Software, any copies of the Software updates, Modifications or Enhancements thereof, subject to the License. 6. Limitation of Liability 6.1. Exclusion of Damages: In no event will either party be liable for special, indirect, incidental, third party or consequential damages including loss of profits, revenue, or use incurred by licensee or others, whether under this Agreement, tort, statute, or regulation, even if those damages were foreseeable or Client has informed APPENDICES PAGE B Licensor of a potential liability. Neither party will seek or otherwise apply for any punitive or exemplary damages. 6.2. Maximum Aggregate Liability: Licensor's and its subcontractors' maximum aggregate liability for damages to Licensee or others shall be limited to and shall not exceed the sum of the total fees paid by Licensee to Licensor. 7. Term and Termination 7.1. Length of Agreement: The term of this License Agreement will begin upon the Effective Date set forth on the Master Agreement and will continue until terminated by either Party pursuant to the terms and conditions of this Agreement. Licensee may terminate this Agreement for convenience by providing Licensor at least thirty (30) days prior written notice; provided however, Licensor will have no obligation to refund any fees to Licensee, nor will Licensor have any obligation to provide Support and Maintenance upon termination. 7.2. Licensee Default: Licensor may terminate this License Agreement and the License granted to Licensee if Licensor complies with this Agreement and Licensee is in material default of any provision of this License Agreement and such default has not been cured within ninety (90) days after Licensor gives Licensee written notice describing the default. Upon termination due to Licensee Default, Licensor may: Declare all amounts owed to Licensor by Licensee to be immediately due and payable; Y Suspend the licensee's ability to access the InsightVision Software, and, > Cease performance of all of Licensors obligations under this Agreement without liability to Licensee. 7.3. Licensor Default: Licensee may terminate this Agreement and the License granted to Licensee if Licensee is in compliance with this Agreement and Licensor is in material default of any provision of this Agreement and such default has not been cured within ninety (90) days after Licensee gives Licensor written notice describing the default. Upon such termination, Licensee will have no further payment obligations to Licensor under this Agreement. Licensee shall be entitled to receive a pro -rata refund of unused Maintenance and Support fees paid to Licensor under this Agreement. Licensee may pursue any other remedies available in law. 8. General Provisions 8.1. Assignment: Agreement shall not be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment of transfer of rights or obligations of this Agreement shall be void. If the other party gives consent, this Agreement shall be binding upon and inure to the benefit of the assigns. Notwithstanding the foregoing, assignment by Licensor's merger or by sale of all, or substantially all, of Licensor's assets, shall be permitted hereunder with no consent required. 8.2. Provisions: If any provisions of the Agreement are held invalid, the other provisions shall not be affected. 8.3. Upon termination of this Agreement by Licensor or Licensee, those Sections reasonably interpreted to survive termination shall so survive. APPENDICES PAGE C .L.DDENDUM PROFESSIONAL SERVICES - STATEMENT OF WORK PREPARED ESPECIALLY FOR SEPTEMBER 18TP Addendum #2 Profess onaO Services - Statement of Work y 'aE This is a Statement of Work Addendum to the Master Services Agreement, dated September 18th, 2013 between Weld County Department of Public Health and Environment, (Client) and Insightformation, Inc. (Vendor). 2.1 Summary This project will focus on implementing the following services and are subject to the terms and conditions outlined in the Master Agreement. Moderate levee initial review and analysis Low level consulting/advising for "as` quarter $11,000 These INCLUDE a $1,700 allowance for expenses for 2 on -site trips. $7,000 2.2 Statement of Work This Statement of Work will allow flexibility to maximize the benefit the Client receives by defining the overall budget and scope. Specific services that will be utilized during the term of the agreement will be confirmed during the discovery process and ongoing dialogue with the Client. The Client and Consultant will work collaboratively to continuously update and improve upon the selection of services to be executed. See Rates for individual services defined in Section 3.1 While the specific details of the training, facilitation and other services to be provided will evolve and be tailored based on an on -going dialogue between the Client and Vendor, the planned services include: 2.2.1 Review and Analysis: This phase allows Insightformation consultants to work with the appropriate partnership stakeholders to gain a solid understanding of what currently is going on, the current plans, data, measures, projects, concerns, risks and roles. Based on this discovery process, Insightformation can tailor an implementation plan that best meets the Client's needs. Information gathered during this step allows the Insightformation team to craft a training and transition plan for the different users. This will be accomplished through a series of Web -conference calls. ADDENDUM 2— WELD COUNTY DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT, STATEMENT OF WORK PAGE 2.2.2 Consuftino/Advisory (FiirsI uarter) This work will include guidance on strategy map design, measure development, collaborative strategy management techniques and Collective Impact processes. Also, because Insightformation has been working with a wide variety of communities focusing on similar health improvement and accreditation issues, the consultants can bring ideas and experience to Weld County. Possible activities include face-to-face facilitation of groups, training and capacity building on Collective Impact best practices, and training for doing the first Quarterly Strategy Review Meeting (tentatively planned for early December). On -site trips will often include meetings with specific organizations that may need extra coaching to overcome obstacles to full engagement. This level of engagement includes communication, planning and regular Web -conference calls with the "Lead Advocates" for working further on the objectives within the strategy maps to help them refine the content and work on successful strategy execution. Consultants will work remotely with the many lead advocates for the Objectives, helping refine the content on the Objective Tabs, designing measures, and coaching on how to best integrate existing efforts with the Strategy Management system. An on -site strategy management workshop and on -site support for the first Quarterly Strategy Review Meeting, with the rest of the coaching to be performed remotely. These activities will included coaching for the teams and backbone -organization staff throughout the process. 23 Timeline Work will start on September 18th, 2013 3.1 Professional Services rate structure: Strategic Consulting, Bill Barberg Strategic Consulting, Senior Consultant Customized Training Sessions -Web Presented Consulting & Training at client site Data manipulation/Migration/Analysis InsightVision Data Input Specialist 3.2 Cost Example $250.00 per hour $160.00 per hour $150.00 per hour 2 Trips Included $150.00 per hour $90.00 per hour This total Statement of Work can be estimated at 32 hours x $250/hour = $8,000 plus 20 hours x $160/hour = $3,200 plus 10 hours x $150/hour = $1,500 plus 40 hours X $90/hour = $3,600 for a total professional services budget of $16,300. Add $1700 for two on -site trips to total $18,000. This Statement of Work has a Not -to -Exceed budget of $18,000.00 which includes an allowance for travel expenses of $1,700. Additional Statements of Work can be added at the Client's request as deemed appropriate. ADDENDUM 2— WELD COUNTY DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT, STATEMENT OF WORK PAGE I B 3.3 Expenses A $1700 allowance for expenses of 2 trips has been included in this proposal. No additional expenses will be charged under this Statement of Work. 3A Payment Schedule At signing of this Statement of Work, a 25% retainer is due ($4,500). An invoice will be sent within 48 hours of this Statement of Work being signed. Subsequently, each month the Client will be invoiced for actual services provided, with 25% of the retainer applied against new invoices with the balance due within 15 days until the contract is satisfied in full and the retainer has been spent. In the event the contract is completed at less than $18,000, the balance of the retainer will be applied to the final invoice to settle accounts. Client and Vendor, having read and understood this Agreement, hereby, accept and agree to it. Weld County Department of Public Health and Envir • nrnentt By: Name: Douglas Rademacher Title: Chair Protem Weld County Board of County Commissioners Date: Qnsightformation, Inc. By: Name: William W. (Bill) Barberg Title: President SEP 3 0 2013 Date: /0-04 „262, .)-e2 ADDENDUM 2- WELD COUNTY DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT, STATEMENT OF WORK PAGE I C 0?.049— Ce9Z57 Hello