HomeMy WebLinkAbout20132402.tiffRESOLUTION
RE: APPROVE SOFTWARE -AS -A -SERVICE AGREEMENT AND AUTHORIZE CHAIR TO
SIGN - COLORADO DRUG ENDANGERED CHILDREN, 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 -as -a -Service 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 Human Services,
and Colorado Drug Endangered Children, Inc., for a term of one year commencing upon date of
execution, 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 -as -a -Service 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 Human Services, and Colorado Drug Endangered Children, 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 26th day of August, A.D., 2013.
BOARD OF COUNTY COMMISSIONERS
WELD COUNT COLORADO
Weld County Clerk to the Board
BY:
APP
dri
rputy Clio the Boa
ounty Attorney
Date of signaturSEP
e. 1 2 2013
111
16
William
Garcia Chair
iw Ck9 ,� ►_r Ofu "i , _
Dougla- Rademacher, Pro-Tem
P. Conway
CUSED
e Freeman
arbara Kirkmeye
cc.' //SD
9- /‘ io3
2013-2402
HR0084
MEMORANDUM
DATE: August 22, 2013
TO: William F. Garcia, Chair, Board of County Commissioners
off. DepL,L •\
FROM: Judy A. Griego, Director, Human • ervice artment
RE: Software -as -a -Service Agreement between Jenthe Weld County
Department of Human Services and the Colorado Drug
Endangered Children, Inc.
Enclosed for Board approval are Colorado Works Program Agreements for Services and Lease
between the Weld County Department of Human Services and Various Providers. This
Agreement was reviewed under the Board's Pass -Around Memorandum dated June 4, 2013, and
approved for placement on the Board's Agenda.
The Department will use the service as a tool to coordinate law enforcement and child welfare
involvement in the identification of children that may be involved with substance using
caregivers, and work together to leverage resources, reduce duplication of efforts, and to attain
better overall coordination, notification, and data on drug endangered children.
The term of this Agreement will begin on the Effective Date and will continue for a period of one
(1) year. Thereafter, the Agreement will automatically renew for one (1) year periods. This is a
non -financial agreement. Both the County Attorney and ACS have reviewed and approve this
Agreement.
If you have questions, please give me a call at extension 6510.
2013-2402
GOLOMDO A LLI%NC£
FOR DFWG ENDANGERED CHILDREN
. ,�"�!�?.a• j ,C'!ati x..4TAPn .^.6' .:�tt.
DRUG ENDANGERED CHILDREN
REPORTING SYSTEM (DECSYS)
Software -as -a -Service Agreement
This SOFTWARE-AS-A-SERVICEAGREEMENT("Agreement") is made as of 9-6:74'01446 (the
"Effective Date") by and between COLORADO DRUG ENDANGERED CHILDREN, INC., a non-profit
organization organized and existing under the laws of the State of Colorado, with offices at
2000 West 120th Ave, Suite 12, Denver, CO 80234 ("Colorado DEC"), and the party
identified below ("Licensee").
Licensee (Name of Organization):
Weld County Department of Human Services
Contact Name:
Judy A. Griego, Director
Address:
315 N. 11th Avenue
Phone:
970-352-1551
PC Box A
Fax:
970-353-5215
Greeley, CO 80632
E -Mail:
griegoja@co.weld.co.us
1. Objectives
In recognition of the purpose of this Agreement, the parties agree to:
A. Use the Service (as defined below) as a tool to coordinate law enforcement and child
welfare involvement in the identification of children that may be involved with
substance using caregivers.
B. Work together to leverage resources, reduce duplication of efforts, and to attain
better overall coordination, notification, and data on drug endangered children.
1]. Definitions.
A. "Documentation" means the user manuals provided to Licensee with the Service in
either electronic, online help files or hard copy format.
1
07013-X11007
B. "Intellectual Property Rights" means all known or hereafter existing worldwide
copyrights, trademarks, service marks, trade secrets, patents, patent applications,
know-how, moral rights, contract rights, and other proprietary rights.
C. "Software" means the DECSYS Reporting System software, including any updates
and new releases thereto, made available to Licensee under this Agreement in
connection with the Service.
D. "Service" means the on-line service provided by Colorado DEC to Licensee using the
Software hosted by Colorado DEC and as made available by Colorado DEC through
the access methods described in this Agreement.
E. "Users" means Licensee's employees, independent contractors and other individuals
who are authorized by Licensee to use the Service on behalf of Licensee and have
been supplied user identifications and passwords by Colorado DEC for this purpose.
F. "De -identified Information" means Licensee Data that has all identifying
information, such as name and address information for any child, family, or
informant, removed.
III. Terms Applicable to Law Enforcement Agencies and Child Welfare
Organizations.
A. Law Enforcement. If Licensee is a law enforcement agency, the following terms in
this Section III (A) apply:
Law enforcement officers, or designated representative, will enter all felony
drug -related arrests into the Software system using the Service within one
week of the arrest.
Entry of data using the Service does not replace law enforcement's
responsibility as mandatory reporters of child abuse, or any other DEC
related agreements.
iii. Information to be entered using the Service includes:
a. General Case Details
b. Narrative (Arrest Affidavit)
c. Suspect Details
d. Child Details (if applicable)
e. Drug Details
iv. Once cases have been entered using the Service, law enforcement
representatives will not have access to any additional information entered
by child welfare organizations, however they will have the ability to view
generalized summation de -identified information on actions taken by such
child welfare organizations.
2
B. Child Welfare Organizations. If Licensee is a child welfare organization, the
following terms in this Section III (B) apply:
Local child welfare representatives will review arrests within one week of
receiving notification of an entry by Law Enforcement and promptly archive
out the associated case.
ii. Information to be entered includes:
a. Additional Child Details
b. Child Welfare History
c. Action Taken
iii. Child welfare representatives will have access to view/search all archived
cases provided through the Service, as well as the ability to view generalized
case summation information using the Service.
IV. License Grant; Proprietary Rights and Access.
A. License Grant. Subject to the terms and conditions of this Agreement, Colorado DEC
grants to Licensee a non-exclusive, non -transferable, non-sublicensable license to
remotely access and use the Service, solely for Licensee's own internal purposes by
Users for which Colorado DEC provides Users IDs (as defined below) in accordance
with the terms and conditions of this Agreement.
B. Restrictions on Use. Licensee will not, and will not permit any third party to (a)
modify, adapt, alter, translate, or create derivative works from the Software; (b)
sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the
Service to any third party, (c) reverse engineer, decompile, disassemble, or
otherwise attempt to derive the source code for the Software.
C. Proprietary Rights. The Service, Software and Documentation, and all worldwide
Intellectual Property Rights therein, are the exclusive property of Colorado DEC. All
rights in and to the Service and Software not expressly granted to Licensee in this
Agreement are reserved by Colorado DEC. Licensee will not remove, alter, or
obscure any proprietary notices (including copyright notices) of Colorado DEC on
the Software, Service, or Documentation.
D. Data Ownership. Licensee shall retain all ownership rights to any data that Licensee
submits using the Service ("Licensee Data"). Subject to the above, Licensee hereby
grants to Colorado DEC and its other licensees a perpetual, non-exclusive, royalty -
free license to use the "De -identified Information" as necessary to meet the
objectives stated in Section I of this Agreement.
E. Access and Users. Each User will be assigned a unique user identification name and
password ("User ID") for access to and use of the Service. Licensee shall be
responsible for ensuring the security and confidentiality of its User IDs. User IDs
may not be shared within Licensee's organization. Licensee will use commercially
reasonable efforts to prevent unauthorized access to, or use of, the Service, and
notify Colorado DEC promptly of any such unauthorized use. If Licensee wishes to
3
add additional Users, Licensee will submit a written request for additional User IDs.
Upon Colorado DEC's written approval, Colorado DEC shall make the Service
available to the additional Users on the terms and conditions set forth in this
Agreement. Licensee agrees to notify Colorado DEC of any Licensee personnel
changes so that Colorado DEC may deactivate the User IDs of former personnel.
V. Term and Termination
A. Term. The term of this Agreement will begin on the Effective Date and will continue
for a period of one (1) year ("Initial Term"). Thereafter, the Agreement will
automatically renew for one (1) year periods ("Renewal Term") unless a party
provides thirty (30) days advance written notice to the other party of its intent to
terminate the Agreement. The Initial Term and any Renewal Term are collectively
the "Term" hereunder.
B. Termination. Either party may terminate this Agreement at any time by providing
the other party with thirty (30) days advance written notice.
C. Effects of Termination. Upon termination or expiration of this Agreement for any
reason, all licensed rights granted to Licensee under this Agreement will
immediately cease to exist and Licensee must promptly discontinue all use of the
Service and return to Colorado DEC or destroy all copies of the Documentation and
other Colorado DEC confidential information in Licensee's possession or control.
Section IV (D) shall survive termination of this Agreement. All provisions which
operate to protect the rights of Colorado DEC shall survive and remain in force
should termination occur.
VI. No License Fees. The Service shall be licensed to Licensee at no cost; provided,
however, that Colorado DEC reserves the right to require license fee contributions
in future Renewal Terms to ensure the long term sustainability of the Service. Any
future license fee contributions will be subject to an amendment or separate
agreement and handled in accordance with applicable laws, regulations and
procedures including those applicable to government procurement.
VII. Limited Support. Colorado DEC shall be responsible for the development,
administration and maintenance of the Service and Software. Questions, concerns,
or system errors should be reported to decsys@coloradodec.org. Colorado DEC
staff will make its best efforts to acknowledge all inquiries within 48 hours.
VIII. Confidentiality. The Service is a password protected system that implements a
multi -tiered user/group permission model. It is a closed system due to the
confidential nature of its content. De -identified information that is passed through
the Service is strictly controlled to ensure system integrity. Licensee represents and
warrants that it will not violate any applicable laws, rules, or regulations in its use of
the Service.
IX. Disclaimer. THE SERVICE AND SOFTWARE ARE PROVIDED"AS IS," WITHOUT
REPRESENTATIONS OR WARRANTIES OF ANY KIND. COLORADO DEC EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
4
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE
OF PERFORMANCE OR COURSE OF DEALING. COLORADO DEC DOES NOT
WARRANT THAT THE SERVICE OR SOFTWARE WILL MEET LICENCEE'S
REQUIREMENTS
X. General
A. Governing Law and Venue. This Agreement shall be governed by the laws of the
State of Colorado, without regard to its principles of conflicts of law. Any action or
proceeding arising from or relating to this Agreement shall be brought in a federal
or state court in Denver, Colorado, and each party irrevocably submits to the
jurisdiction and venue of any such court in any such action or proceeding.
B. Relationship of Parties. The relationship of the parties established under this
Agreement is that of independent contractors and neither party is a partner,
employee, agent or joint venture partner of or with the other, and neither party has
the right or authority to assume or create any obligation on behalf of the other
party.
C. Assignment. Neither party may assign its rights or delegate its obligations under
this Agreement without the prior written consent of the other party.
D. Responsibilities: No Exclusivity. Nothing in this Agreement will be construed as
limiting or affecting in any way the authority or legal responsibility of the parties, or
as requiring either party to assume or expend any sum in excess of appropriations
available. This Agreement in no way restricts any of the parties from participating
in similar activities with other public or private agencies, organizations, and
individuals.
E. Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable, such provision will be changed and interpreted to
accomplish the objectives of such provision to the greatest extent possible under
applicable law and the remaining provisions of this Agreement will continue in full
force and effect.
F. Counterparts. This Agreement may be executed in separate counterparts, each of
which shall be deemed an original and all of which shall be deemed one and the
same instrument.
G. Entire Agreement. This Agreement constitutes the entire agreement between the
parties with regard to the subject matter hereof. No oral or written representation
that is not expressly contained in this Agreement is binding on either party. No
amendment to this Agreement shall be binding on either party unless in writing and
signed by both parties.
5
IN WITNESS WHEREOF, duly authorized representatives of Colorado DEC and Licensee
have executed this Agreement as of the Effective Date.
VdelkNeleat
Colo o Drug Endangered Children, Inc. Date
By: Jade Woodard
Title: Executive Director
BY: William F. Garcia
Title: Chair, Board of Weld County Commissioners
6
AUG 262013
Date
ova- (90 01
Hello