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Home My WebLink About20103064.tiff Esther Gesick From: Brian Hayes Sent: Wednesday, December 22, 2010 1:25 PM To: Esther Gesick Subject: FW: Scanning Contract Signed HOV Services Attachments: Weld County MSA Signed 12 22 10.pdf Importance: High Hi Esther, attached is a signed contract from the scanning vendor for Social Services. This is for their forward scanning work. Please add it to the agenda for the next board meeting. It needs to be signed by the board. If there are any questions Jackie Humphreys,Judy Griego or I can answer them. Thank You, Brian Hayes Brian Hayes-Consultant Weld County Computer Services ACS, A Xerox Company 1401 N 17th Ave. Greeley, CO 80631 bhayes@co.weld.co.us 970-304-6570, extension 2545 From: Brad Schmelzer fmailto:Brad.Schmelzer©hovservices.coml Sent: Wednesday, December 22, 2010 9:06 AM To: Brian Hayes Subject: Scanning Contract Signed HOV Services Importance: High Hi Brian, Attached is the signed contract by our CFO. Please try to get it on the next agenda if possible. Thanks and Happy Holidays! Brad Schmelzer HOV Services 303.660.1765 Office 303.906.9552 Cell 303.496.0283 eFax brad.schmelzer@hovservices.com www.hovservices.com HOVServices Exceed Expectations The information contained in this message,including any attachments,is attorney privileged and/or confidential information intended only for the use of the individual or entity named as addressee.The review,dissemination,distribution or copying of this communication by or to anyone other than the intended addressee is strictly prohibited.If you have received this communication in error,please immediately notify the sender by replying to the message and destroy all copies of the original message Ay e.. , v .0n 5 en/ e%O/GC_ 1 -19 _/G l 2010-3064 /FA HOVServices MS Exceed Expectations MASTER SERVICES AGREEMENT This Master Services Agreement ("Agreement") is between HOV Services, Inc. ("HOVS") a Delaware Corporation with its principal offices located at 1305 Stephenson Highway, Troy, Michigan 48083 and Weld County located at 315 N. 11th Ave, Greeley, CO. 80631 ("CUSTOMER"). This Agreement shall be effective on January 1, 2011,(the "Effective Date"). HOVS is in the business of providing services, including but not limited to, mailroom and imaging capture, data capture, workflow, forms processing, information technology, printing, forms presentment, collections and call center services. CUSTOMER desires to pay HOVS to perform one or more of the services described above as further described herein. In consideration of the mutual interests contained herein,the parties agree to be bound by the following Exhibits to this Agreement which are attached hereto and incorporated herein by reference: A. One or more STATEMENTs OF WORK (an "SOW"), attached as Exhibit(s) A-1, A-2, etc. and which fully and completely describes the services (the "Services") to be provided by HOVS to CUSTOMER, and the service level agreement for said Services. B. PRICING SCHEDULE, attached hereto as Exhibit B (the"Pricing Schedule") for the Services to be provided to CUSTOMER. C. STANDARD TERMS AND CONDITIONS, attached hereto as Exhibit C and which describe in detail all responsibilities, obligations, liabilities and warranties of each party hereto. AGREED AND ACCEPTED: Customer: Weld County HOV Services, Inc 1305 Stephenson Highway Troy,Michigan 48083 Address: 315 N. 11th Avenue Greeley, CO. 80631 • � By: otglas •, gR demacher / Title: Chair, Board of Weld County Ti e: Gni Commissioners Date: 12/29/2010 Date: 12-/li/G/Oc Customer Initials, HOV Services Private and Confidential 1 Detroit_630329_2 Drll1-o TA �,C, ALS; CIS 3065 \a- �> i a 3� O?O/O EXHIBIT A-1 STATEMENT OF WORK This SOW describes the Services, assumptions, responsibilities and service levels and reporting to be provided by HOVS to CUSTOMER and is governed by the Master Services Agreement and the Exhibits attached thereto dated January 1, 2011 (the"MSA"). Exhibit A-1 Background Description of business problem being solved By converting these Day Forward documents to an electronic form and providing access through the EMC Application Xtender document management system, Weld County will be able to: • Raise service levels by allowing for rapid retrieval of imaged data, • Avoid future interfiling errors or loss of documents through misfiling, • Reduce costs by eliminating certain retrieval and copy functions and the need for on-site storage, • Minimize the risk of damage or loss of hardcopy documents as a consequence of frequent retrieval or disaster. Overview of the scanning process HOV SERVICES received information from a request for proposal and the following is a brief list of the specifics of the Day Forward Scanning project. 1. HOV Services will provide day forward scanning of various Human Services documents and upload them to Weld County's EMC ApplicationXtender software. 2. Document preparation will be performed by HOV Services. 3. The primary documents will be scanned at 200 dpi into a multi-page non-proprietary Group 4 TIFF format. They will then be easily imported into your EMC Application Xtender document management software. 4. The primary fields to index will be Household Number and Name. Additional document types within the folders will be identified during indexing and are indicated individually in the pricing section of this proposal. Weld County may provide an Excel or Access Database to aide in the indexing and eliminate the need for manual indexing. Customer Initials HOV Services Private and Confidential 2 Detmit_630329_2 HOV SERVICES Scope of Work HOV Services solution includes document preparation,batching, scanning,and indexing, all the while, adhering to strict quality control standards. All services included in the solution will be performed at HOV Services facility located at 503 N Main Street#205, Pueblo, Colorado 81003 during an 8 hour shift sometime between 7:00 AM and 5:00 PM,Monday through Friday. No work will be performed outside of the United States. HOV SERVICES will extend service hours to include weekends, if necessary. 1. Indexing Indexing of the records will be done in a batch by cycle using the following attributes: Indexing Size Source Household Number 6 Digit Keyed from file Name 15 Alpha Keyed from file Document Identification See Pricing Section Keyed from file Delivery HOV SERVICES will deliver a hard disc with the images in single-page TIFF image with the index values in an ASCI Text file. The images and values can then be imported into the EMC Application Xtender document management system. 0.0 Weld County Responsibilities A. Electronic Information Weld County may also provide an electronic format of the additional index fields. HOV SERVICES requests that the information be provided in MS Access,Oracle, Excel or an ASCII file for folders that are to be scanned. 1.0 HOV Services Responsibilities A. Pre-Preparation 1) Documents will be batched and placed back into a box or gurney in the same order as received. 2) Remove encumbrances such as: ACCO fasteners,paper clips, and staples. 3) All folded sheets will be unfolded and left flat in prepped file folder. 4) Documents determined to be too thin for proper capture will be photocopied onto 201b.bond paper to enable capture. 5) Repair torn or damaged pages. 6) Tape torn leading edges. 7) If any documents have a landscape orientation, rotating left or rotating right may be provided as needed for data capture purposes. HOV Services Private and Confidential 3 Detroit_630329_2 8) B. HOV Services Responsibilities Scanning Upon completion of final Document pre-preparation and initial validation,HOV SERVICES will perform the following tasks: 1) Documents will be captured as a duplex page, and with blank-page detection and removal as part of the capture process. 2) Begin the capture process. 3) Scan documents at 200dpi in B &W and output to a non proprietary Tiff Group IV format. 4) Scan documents in"Batch Format" as defined with the visual verification that all pages are being captured properly. 2.0 Quality Control Process A. Tracking System HOV SERVICES utilizes a national production tracking system named HOV SERVICES Operations Control System(LOCS). Upon project implementation, HOV SERVICES will log all project tasks into LOCS, enabling the system to track the work in process at any given time and monitor employee performance and quality commitment on every conversion task. LOCS also collects and reports information on customer specifications,pricing,job scheduling, job documentation,labor productivity and utilization, and service billing. A series of reports are run daily that allow HOV SERVICES management to analyze load factors and overall performance of the conversion process. B. Scanning—Attended Mode QC HOV Services scan operators are required to scan in"Attended Mode" to assure that the best quality image is rendered. In Attended Scanning Mode,the operator visually inspects images as they are captured,and the operator will interrupt scanning if any issues that compromise image quality are detected such as double feeds, folded corners, light images,dark images etc. While Attended Mode Scanning is slower than unattended scanning,it provides the first line of image quality control and avoids re-scanning documents. C. Image Clean-up Processes Image processing includes de-skew,de-speckle,black border removal and crop. HOV SERVICES utilizes state-of-the-art production scanners and image processing technologies to render the best possible electronic document images comparable to the quality of the original documents. HOV SERVICES has developed quality assurance checks throughout the document conversion process.The quality control standards involve precise scanner set-up and testing before the HOV Services Private and Confidential 4 Detroit_630329_2 scanning process can begin for each job. Set-up entails scanner adjustments to assure the accurate and complete capture of the documents. D. Post Scan Automated QC After batches are released from the scan station, a series of automated quality control (QC) steps are run against the batch. These steps are unique to every project, and they will be established between HOV SERVICES and Weld County prior to the start of the project. The quality control measures include several standard steps like corrupt image, large image file size,etc. E. Post Scan Visual QC After the automated QC has completed, a QC operator will perform visual QC of images and data prior to sending the batch to"Release". The Post Scan inspection is done for 100%of the images and data at the start of the job and scaled back to a 10%random effort after all errors in the process have been corrected. F. Post Release QC Once images and data have been released from Scanning Workflow, they are written to an agreed upon transfer media. An automated process is run against the batch to ensure all images and data have been written to media and that none are corrupt. G. Workflow Quality Control HOV Services scanning and indexing workflow is managed with Scanning Software. If discrepancies are found within a batch in any step of the conversion process,then the entire batch is directed to Quality Control Module. Images or indexes that require re-work are re- processed to correct identified issues. After final acceptance by the Quality Control Staff, images are moved into the formatting process. H. Post Preparation HOV SERVICES will prepare files,post scan and will perform the following tasks for each batch completed: • The documents will be kept at the HOV Services Pueblo facility and upon written request from Weld County they will be shredded or returned. • Place batch transmittal sheets on top of batch and place rubber band around batch as originally received. • Box documents by"Batch" as completed. • Indicate Batch Numbers on outside end of box, for all batches contained within. 3.0 Document Image Specifications HOV Services Private and Confidential 5 Detroit_630329_2 The folders will be scanned at 200 dpi and stored in TIFF files. Following scanning, quality control and indexing, the documents will be returned to their original boxes. An associated, fielded flat file will contain index keys, an indication of the page number within the document and a"pointer"to the actual image file. 4.0 Service Levels HOV SERVICES utilizes a national production tracking system named HOV SERVICES Operations Control System (LOCS). Upon project implementation, all work is logged into LOCS,which tracks the work in process at any given time and monitors employee performance and quality commitment on every conversion task. LOCS also collects and reports information on customer specifications, pricing,job scheduling, job documentation,labor productivity and utilization, and service billing. A series of reports are run daily that allow HOV SERVICES management to analyze load factors and overall performance of the conversion process to ensure that turnaround times and quality standards are met. D. Quality Requirement • Quality Requirement-Maintaining the Quality levels as required by the Weld County SLAs is critical to the success of the program that is why HOVS clearly states all process objectives and deliverables: • Expected Quality Service Level Agreement: Quality S Output Type Requirement A. Critical points no. (in %) Free from severe errors • Primary Index field is incorrect Scanned Image— • Image is as good or better than original 200DPI B/W, (not applicable if the original is l j Color or Grayscale 99.5 % unreadable) —Group IV • An image is missing compressionro• Blank page drop-d out threshold did not drop images under the calibration(HOVS does not manually delete blank images as part of its standard service offering) HOV Services Private and Confidential 6 Detroit_630329_2 • If the image contains wrong document ID 2 Index Characters I 98 % or index field contains an error E. TAT Requirement Delivery Requirement TAT* S. Output Type (in firs/ A. Critical points no. days) I Scanned Images 365 Days • Available to WELD COUNTY 2 Indexed Characters 365 days • Available to WELD COUNTY Original 30 days after 3 Documents/Data to • Rolling 3 days data delivery WELD COUNTY **TAT is measured from the time HOVS receives the document from the WELD COUNTY until the final output is received by WELD COUNTY. The final agreement sign-off for the Quality& Delivery Service Levels will be done after receiving the Weld County sign-off of the proof of concept. F. Change Management • Any change required from the original POC sign-off will require a signed Change Order Request Form. HOVS will respond to such requests within 48 hours. • The approval sign-off by both parties is required to proceed with the change(s). • In the event of emergency changes, the appropriate party will notify the other party immediately followed by the required change form. (Emergency changes are defined as those changes that are required to overcome an immediate outage or detrimental impact to the production environment.) • Any change requested will be logged and tracked by HOVS. HOV Services Private and Confidential 7 Detral_630329_2 oi C:\Docuntentsand C:\Documents and Settings\Warta\My CSettkgs\in erto\My C Pilot Conversion Methodology: • The output testing will perform on a reduced scale by converting the actual WELD COUNTY input by HOVS. Selected files are a representative sample of the condition and range of documents experienced in test production. • During the output testing, following are the actions that would be performed: HOPS will perform a pilot before beginning full-scale conversion. Conversion does not proceed until WELD COUNTY accepts the conversion pilot. Specific objectives are: • Define the test coverage • Identify test resource requirement • Identify the standards that need to be tested • Establish the pass/ fail criteria • Test process of picking up, tracking and moving folders/boxes from WELD COUNTY storage area to the HOVS imaging area • Test the preparation of the folders/boxes for scanning • Test the scanning of the folders/boxes against specified criteria for WELD COUNTY documents • Discover and report unusual circumstances related to scanning of folders/documents • Verify specified image formatting • Image quality(skew/legibility/cut-off/double feeds) • Indexing criteria and accuracy • Image contract and sharpness quality • Scanner VRS (image enhancement) settings • OCR and operator document identification is accurate and meets SLA (if applicable) • Test Indexing of Data and validate entered data for accuracy • Indexes formatted correctly • Data Captured correctly • Validate image retention methodology transmittal and upload procedures • Validate access of images and data • Assign User access to hosting system based on requirements HOV Services Private and Confidential 8 Detroit_630329_2 • POC is completed and approved. All parties sign a document agreeing to accuracy and quality expectations Test output: The results of the test output will be validated by HOVS and approved by the WELD COUNTY. C:Wocuments and Setts gs\tnarto\My C Uninterrupted Workflow and Volume Control HOVS expects that all work to complete this project will be available for processing and streamed uninterrupted to HOVS at the pace established by the imaging process. If there is an interruption, through no fault of HOVS,that stops the process or results in a production reduction of more then 25%of the original estimate for more than 2 business days, an additional setup or a processing delay fee may be accessed. WELD COUNTY will provide HOVS with a forecast of new volume projections on a monthly basis. WELD COUNTY will forecast volume projections for a minimum of the next six months. If the actual volume should exceed 20% of the forecasted volume, HOVS may not be able to guarantee service levels. Image Orientation and Blank Page Drop-out During the imaging process, unless otherwise stated, HOVS will image documents in the order and orientation assembled in the folder. HOVS is not required to reorient images to right-read viewing. Images for batch upload are CCITT Group IV TIFF. Color or Grayscale pages are auto deleted based on blank back delete threshold G. Data Acceptance: HOV Services Private and Confidential 9 Detroit_630329_2 Time Frames and Correction Procedure for WELD COUNTY Reporting a Quality Error to HOVS • All and any image rework,required as a result of quality issues on HOVS part, brought to HOVS attention no later than 30 days post delivery of converted images to WELD COUNTY will be corrected at no charge. • Image rework, required as a result of quality issues on HOVS part,brought to HOVS's attention greater than 31 days post delivery of converted images to WELD COUNTY will be corrected at a cost of any applicable per image charges detailed in pricing section of the SOW. • Image rework, for which HOVS was not responsible for the original error, will be corrected at a cost of$4.00 to pull each record plus any applicable per image charges detailed in the pricing section of the SOW. • Errors found after the 31 day period will not be calculated in error percentage outlined in SLA section of this document. H. Transportation At its own discretion, HOVS will use a secured third party courier to transport product. Storage: As documents are successfully imaged, they will be initially stored at HOVS for 90 days after data delivery. During that time, WELD COUNTY must review and certify that all data is acceptable. If after 30 days WELD COUNTY has made no contact or indication of work defects, HOVS will certify that the work delivered has been accepted and free from any defects. After 91 days,boxes of imaged documents will require one of the following options: • If destruction is chosen, Weld County must complete written authorization. For all destruction, HOVS will provide WELD COUNTY with a manifest and destruction certificate. Any standing instruction by customer on storage duration &destruction: (Optional) HOV Services Private and Confidential 10 Detroit_630329_2 • If HOPS is required to keep the documents for more than 90 days, (or in the absence of any destruction authorization from Weld County), WELD COUNTY will be accessed a monthly storage fee for each box stored. Boxes stored for partial months will be charged for a full month's storage based on the fees outlined in this agreement. • Documents can be sent to Weld County preferred address for the fees outlined in the conditions of this agreement. While in HOVS's possession, the boxes will be stored in a secured environment with controlled access to all conversion and storage areas. C:tpocunents and SettingsVnerto\My D This document outlines the key processing terms and conditions pertaining to the Service Level Agreement between HOV Services and the WELD COUNTY for Project Files and serves as record of mutual agreement. <Weld County> HOV Services-<Location> Signature: Name Title: Date: HOV Services Private and Confidential 11 Detroit_630329_2 Next Review Date (Frequency—1 year) HOV Services Private and Confidential 12 Detroit_630329_2 EXHIBIT B PRICING SCHEDULE The section lists pricing and minimum volume requirements for the performance of the Services and HOVS' expenses to be reimbursed(the"Fees") and is governed by the MSA: Pricing Summary Day Forward Scanning Services $198,174 Total $198,174 HOV Services Private and Confidential 13 Detroit_630329_2 Pricing Details Weld County Multiple Dept Day Forward Scanning Projects Pricing Assumptions Count Bar code pages Folders 38,000 Documents per folder 1 Page per document 75 Total documents 38,000 38,000 Total pages 2,850,000 Pages/box 2,500 Total boxes 1,140 Total pickups(Twice weekly)NA 100 Indexing-Keyed Fields Characters Per folder Total/folder Household Number(Doubled Key) 8 1 8 Name 15 1 15 Total keystrokes per file 23 23 Total keystrokes(Single&House#Double keyed) 874,000 1,178,000 Conversion Summary Total estimated pages 2,850,000 Percent duplex 10.0% Estimated image volume I 3,135,000 Total bar code pages 38,000 Estimated keystrokes I 1,178,000 Document Conversion Quantity Unit Price Total Pick-up and delivery 28 $174.50 $4,886 Document prep(prepare for scan) 2,591 $18.50 $47,934 Bar code pages 38,000 $0.030 $1,140 B&W scan with blank page delete 200 dpi 3,135,000 $0.036 $112,860 Indexing(domestic) 1,178,000 $0.009 $10,602 Formatting for ApplicationXtender and direct import 3,135,000 $0.003 $9,405 Job set up,programming,conversion rules specifications and project management 5 $75.00 $375 Document shredding(Priced per pound) 43,890 0.25 $10,973 Total $198,174 Optional Items 100%page verification(checking of every page to image) 2,850,000 0.045 $ 128,250 Conversion Timeline Quantity Start date End date Conversion set up and testing days 5 2/1/2011 2/12/2011 Conversion duration in working days 250 2/13/2011 2/2/2012 Conversion duration in weeks 50 Boxes per day 8 Pages per day 40,950 HOV Services Private and Confidential 14 Detroit_630329_2 EXHIBIT C TERMS AND CONDITIONS 1. Engagement. HOVS hereby agrees to perform the Services in accordance with and subject to the terms and conditions of this Agreement, including without limitation all exhibits to the Agreement. 2. Term. Unless otherwise terminated as provided herein, the Term of the Agreement shall be for one year from the Effective Date(the"Initial Term"), and shall automatically extend for successive one year terms unless written notice of termination is given by either party to the other not less than ninety(90)days prior to the end of the then current Term. 3. Termination. This Agreement may be terminated prior to the end of the Initial Term or any renewal term thereof only (a) by mutual agreement of CUSTOMER and HOVS, (b) in the event CUSTOMER materially breaches this Agreement, by HOVS upon thirty(30) days written notice to CUSTOMER provided that CUSTOMER has not, within such thirty day (30) period, cured such breach, or (c) in the event HOVS materially breaches this Agreement, by CUSTOMER upon thirty(30) days written notice to HOVS provided that HOVS has not, within such thirty(30) day period, cured such breach or (d) by the other party immediately if a party is adjudged insolvent or bankrupt, or upon the institution of any proceedings by a party seeking relief, reorganization or arrangement under any laws relating to insolvency, or if an involuntary petition in bankruptcy is filed against a party and the petition is not discharged within sixty(60) days after filing, or upon any assignment for the benefit of a party's creditors, or upon the appointment of a receiver, liquidator or trustee of any of a party's assets, or upon the liquidation, dissolution or winding up of a party's business,or(e) immediately upon written notice by HOVS if CUSTOMER fails to pay the fees owed to HOVS within thirty(30) days of the invoice date. 4. Billing and Payment. CUSTOMER shall pay HOVS for the Services the Fees set forth on the Pricing Schedule. In addition to the foregoing, the following policies with respect to billing and payment shall apply: (a) Invoices for the Services performed hereunder are due and payable upon receipt. If payment is not received by HOVS within thirty (30) days of CUSTOMER'S receipt of an invoice for the amounts owing thereunder, any outstanding balances will bear a late payment fee at the lower rate of: (i) 1.5% per month, or (ii) the maximum rate allowed by law, until paid in full. HOVS reserves the right to charge CUSTOMER the costs of collecting delinquent accounts, including filing fees and attorney fees. (b) CUSTOMER shall be billed for and shall be responsible for paying all federal, state, county, local or other excise, sales or use taxes in connection with the provision of the Services, except for those taxes based on HOVS' income, or which are HOVS' responsibility as an employer. HOV Services Private and Confidential 15 Deuat_630329_2 (c) CUSTOMER and HOVS agree that time is of the essence for payment of all invoices. If CUSTOMER disagrees with an invoice, CUSTOMER shall timely pay that portion of the invoiced amount not in dispute and, within five (5) days of the invoice date, deliver written notice to HOVS, specifying in reasonable detail the basis of CUSTOMER's dispute. HOVS and CUSTOMER agree to meet in good faith to discuss a resolution to CUSTOMER's dispute. If, within ten (10) days of CUSTOMER's dispute, the parties cannot agree, HOVS and CUSTOMER shall have the right to resort to any legal or equitable remedies available to them under law in order to finally resolve the dispute. (d) Once per calendar year, HOVS will have the right to increase the Fees upon sixty (60) days notice to CUSTOMER, provided that the amount of any such increase will not exceed the lower of(a) five percent (5%), or (b) the percentage increase in the ECI during the past twelve (12) months. "ECI" means Employment Cost Index, Compensation, Private Industry, White Collar Occupations, Not seasonally adjusted, (June 1989 = 100), as published by the U.S. Department of Labor, Bureau of Labor Statistics. All price increases will become effective sixty (60) days after HOVS delivers written notice to CUSTOMER. 5. Change in Scope. (a) CUSTOMER hereby acknowledges that the Fees are based upon the SOW and the Assumptions as mutually agreed between HOVS and CUSTOMER in the Pricing Schedule. HOVS, therefore, reserves the right to increase the Fees if the Assumptions are materially different than the actual operating circumstances. (b) In the event CUSTOMER requests in writing any change in the Services after the date hereof, then the parties will either agree to revise the SOW and Pricing Schedule as is needed to reflect such change or, if such agreement is not reached, the terms and conditions of the original SOW will continue to govern. 6. CUSTOMER Content. (a) CUSTOMER represents and warrants that all content and other materials it discloses or delivers to HOVS for use in connection with this Agreement (the "Content") are the property of CUSTOMER, or that CUSTOMER has the rights to disclose or deliver the Content and other materials to HOVS without violation of the rights of any third party, and that the Content and other materials do not infringe any copyright, trademark, trade secret, patent or other right or property of any third party. (b) CUSTOMER represents, warrants and covenant that HOVS' use of the Content in performing the Services does not and will not infringe any copyright, trademark, trade secret,patent or other right of any third party. HOV Services Private and Confidential 16 Detroit_630329_2 (c) HOVS shall be entitled to rely on the accuracy, truthfulness, legibility and completeness of all Content received from CUSTOMER. If CUSTOMER submits Content in deviation from the agreed upon specifications or format, or which contain extraneous data, then HOVS will notify CUSTOMER of the deviation and CUSTOMER will either (a) remedy the deviation at its cost; or(b) direct HOVS to remedy the deviation, and CUSTOMER will pay HOVS at HOVS' then current hourly rate for such services. (d) HOVS will correct all data errors with respect to the deliverables that result in erroneous reports or other output to the extent that such errors are due to malfunctions of the HOVS systems, processes or equipment or errors of HOVS personnel. (e) CUSTOMER shall have and retain all rights, title and interests, including all intellectual property rights, in and to Content provided by CUSTOMER to HOVS under this Agreement. 7. Confidentiality. (a) During the term of this Agreement, each party may have access to information that is considered confidential by the other. This information includes, without limitation training, process or systems documentation, technical know-how, technical specifications, software object code and / or source code, protocols, pricing, costs, strategic business plans, results of testing, systems, financial information, product information and proprietary methods of operation ("Confidential Information"). (b) Each party shall use the other party's Confidential Information only for the purposes of this Agreement. Each party shall maintain the confidentiality of the other party's Confidential Information in the same manner in which it protects its own Confidential Information of like kind. In no event shall either party use, sell, license or transfer confidential information for commercial gain. (c) Each party is permitted to disclose the other party's Confidential Information to its employees, contractors and other third parties on a need to know basis only, provided that such employees, contractors and/or third parties have written or legal confidentiality obligations to that party no less stringent than those contained in this Agreement. Each party shall be and remain fully liable and responsible for its employees', contractors' and/or other third parties' unauthorized disclosure or use of the other party's Confidential Information. (d) The confidentiality provisions of this Agreement do not apply to information that is or becomes generally available or known to the public through no act or omission of the receiving party; was received lawfully from a third party through no breach of any obligation of confidentiality owed to the disclosing party; or HOV Services Private and Confidential 17 Detrdt_830329_2 created by a party independently of its access to or use of the other party's Confidential Information. (e) Upon termination of this Agreement, each party shall return the other party's Confidential Information and shall not use the other party's Confidential Information for its own, or any third party's, benefit. The provisions of this Section shall survive the termination or non-renewal of this Agreement for so long as the Confidential Information remains confidential. In the event that either party determines that returning or destroying the Confidential Information is not feasible, such party shall extend the protections of the agreement to such Confidential Information and limit further use and disclosures of such information to those purposes that make the return or destruction infeasible for as long as such party maintains the Confidential Information. 8. Title to Work Product. Except for CUSTOMER'S Content, HOVS and/or its licensors shall have and retain all rights, title and interests, including all intellectual property rights, in and to the all deliverables created by HOVS in connection with, or pursuant to, this Agreement (collectively, "HOVS Materials"), and all updates, upgrades, modifications, enhancements and derivative works of the HOVS Materials. No HOVS Materials created by HOVS in connection with, or pursuant to, this Agreement are to be considered "works made for hire" as that term is used in connection with the U.S. Copyright Act. To the extent that, by operation of law or otherwise, CUSTOMER owns any intellectual property rights in such HOVS Materials, CUSTOMER hereby assigns to HOVS all rights, title and interest, including all intellectual property rights, in such works. 9. Risk of Loss and Insurance. HOVS and CUSTOMER each agree to maintain policies of insurance in amounts necessary or required to insure against any loss of or damage to the CUSTOMER Property while the same is within the care, custody and control of HOVS. 10. Warranties. (a) HOVS warrants that any deliverables it produces hereunder will be in substantial conformance with the specifications in the SOW. HOVS warrants that it shall provide all deliverables in accordance with the time-frames and milestones in the SOW; provided, however, that CUSTOMER timely, accurately and completely performs all of its obligations under this Agreement. (b) HOVS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION. 11. CUSTOMER'S Responsibilities. (a) CUSTOMER, not HOVS, shall have sole responsibility for the accuracy, quality, legibility, integrity, legality and reliability of all Content that CUSTOMER HOV Services Private and Confidential 18 Detroit_630329_2 provides to HOVS or that HOVS has access to, in relation to the Services. HOVS shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any CUSTOMER Content, or for any actions or omissions which HOVS takes in reliance upon CUSTOMER's request. (b) CUSTOMER warrants that it shall timely, completely and accurately perform all of its obligations and responsibilities under this Agreement, including, without limitation, the timely rendering of all required decisions and approvals. Should CUSTOMER fail to comply with this warranty, HOVS shall receive an appropriate extension of time to provide the deliverables under this Agreement, shall not be held responsible or liable for any resulting delay in providing deliverables under this Agreement. 12. Limitation of Liability. Except as provided below, in no event shall either party be liable to the other party in connection with this Agreement and/or the Services, regardless of the form of action or theory of recovery, for any: (a) indirect, incidental, consequential, special, punitive or exemplary damages, regardless of whether that party is aware of their possibility; (b) lost profits, lost revenue, loss of data, lost business expectancy or business interruption losses; and/or (c)direct damages in an amount in excess of the fees paid by CUSTOMER to HOVS under this Agreement during the six (6) month period immediately preceding the event giving rise to the claim. Any claims relating to this Agreement shall be brought within one(1) year after the party asserting the claim knew,or reasonably should have known, of the existence of the claim. 13. Indemnification. (a) HOVS shall defend, at its sole expense, any third party claim, demand or suit against CUSTOMER ("Claim") alleging and/or arising out of the following, and shall indemnify and hold CUSTOMER harmless from and against any and all losses, liabilities, damages, fines, penalties, costs, expenses and/or fees (including reasonable attorneys' fees) awarded or assessed against CUSTOMER in association with the Claim, or reached through a negotiated settlement of the Claim: (1) that any deliverable produced by HOVS hereunder infringes a third party's patent, copyright, trademark, trade secret or other intellectual property right and/or violates a third party's contract or other rights; (2) that HOVS, its employees, or subcontractors committed an intentional act that caused injury to a person or damage to property, or failed to comply with any applicable law, statute, regulation or ordinance; and/or (3) HOVS' breach of this Agreement, including, without limitation, any representation or warranty set forth in this Agreement. (b) If a deliverable is held to be infringing, or HOVS believes that it is likely to infringe, then HOVS shall, at its sole expense and option, either (1) procure for HOV Services Private and Confidential 19 Oetroit_630329_2 CUSTOMER the right to continue using the deliverable; or(2) replace or modify the deliverable such that it is non-infringing but maintains substantially the same functionality as the applicable deliverable. (c) CUSTOMER shall defend, at its sole expense, any Claim alleging and/or arising out of the following, and shall indemnify and hold HOVS harmless from and against any and all losses, liabilities, damages, fines, penalties, costs, expenses and/or fees (including reasonable attorneys' fees) awarded or assessed against HOVS in association with the Claim, or reached through a negotiated settlement of the Claim: (1) that any CUSTOMER Content infringes a third party's patent, copyright, trademark, trade secret or other intellectual property right and/or violates a third party's contract or other rights; (2) that CUSTOMER, its employees, or contractors was negligent or committed an intentional act that caused injury to a person or damage to property, or failed to comply with any applicable law, statute, regulation or ordinance; and/or (3) CUSTOMER'S breach of this Agreement, including, without limitation, any representation or warranty set forth in this Agreement. (d) In order to receive the indemnification in this Section, the party seeking the indemnification must promptly notify the other party of the assertion of the Claim; allow the other party to retain sole and exclusive control over the defense and/or settlement of the Claim; and cooperate with the other party, at the other party's expense, in the defense and/or settlement of the Claim. This Section sets forth each party's sole indemnification obligations and remedies in connection with the Claims described above. 14. Force Majeure. Other than with respect to failure to make payments due hereunder, neither party shall be liable under this Agreement for delays, failure to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond their reasonable control, provided that the party affect by such event shall immediately begin or resume performance as soon as practicable after the event has been abated. 15. Independent Contractor. The relationship between HOVS and CUSTOMER is that of independent contractor. Nothing in this Agreement shall be construed as creating a relationship between HOVS and CUSTOMER of joint venturers, partners, employer-employee, or agent. Neither party has the authority to create any obligations for the other, or to bind the other to any statement,representation or document. HOVS will be responsible for all personnel it may assign HON/ Services Private and Confidential 20 Detroi[_630329_2 to provide Services to CUSTOMER. Personnel furnished by HOVS shall be and will remain HOVS'S employees, and under no circumstances are they to be considered CUSTOMER'S employees or agents. Neither federal, state nor local income or payroll tax of any kind shall be withheld or paid by CUSTOMER on behalf of HOVS or its employees. No HOVS employees shall participate in any benefit of CUSTOMER, including health insurance, paid vacation or other benefit provided by CUSTOMER to its employees. 16. Notices. All notices must be in writing and sent to the respective party named in this section either by hand delivery; messenger; certified mail, return receipt requested; overnight courier; or by facsimile or by e-mail (with a confirming copy by regular mail) and shall be effective when received by such party at the address listed herein or other address provided in writing. (a) In the case of CUSTOMER, notices shall be directed as follows: Weld County Computer Services 1401 N. 17th Avenue Greeley,CO. 80631 (b) In the case of HOVS,notices shall be directed as follows: HOV Services, Inc. Gina Wallat Legal Counsel 1305 Stephenson Highway Troy, Michigan 48083 17. Entire Agreement. This Agreement and the Exhibits thereto, contain the entire understanding of the parties with respect to the subject matter addressed herein and supersede, replace and merge all prior understandings, promises, representations and agreements, whether written or oral, relating thereto. This Agreement may not be modified except by a writing signed by both parties. Except as expressly provided herein, the remedies accorded the parties under this Agreement are cumulative and in addition to those provided by law, in equity or elsewhere in this Agreement. If CUSTOMER issues a purchase order or memorandum or other instrument covering the Services provided herein, such purchase order, memorandum or other instrument shall be for CUSTOMER'S internal purposes only, and any and all terms and conditions contained therein, whether printed or written, shall not vary, modify or add to the terms and conditions of this Agreement. 18. Governing Law. This Agreement shall be governed by the laws of the State of Michigan (exclusive of its choice of law rules), and the federal laws of the U.S. The parties agree that any litigation arising between the parties in relation to this Agreement shall be initiated and maintained in the Circuit Court of the County of Oakland, Michigan, or the U.S. District Court HOV Services Private and Confidential 21 Detroit_630329_2 for the Eastern District of Michigan, Southern Division, and the parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts. 19. Assignability. CUSTOMER may not assign this Agreement, in whole or in part, without HOVS' prior express written consent, which shall not be unreasonably withheld or delayed. Any attempted assignment without such written consent shall be void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. 20. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be enforced to the fullest extent that it is valid and enforceable under applicable law. All other provisions of this Agreement shall remain in full force and effect. 21. Non Waiver. Any waiver of a party's right or remedy related to this Agreement must be in writing, signed by that party to be effective. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party's right or remedy will affect the other provisions of this Agreement. 22. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. This Agreement shall become effective when one or more counterparts have been executed by each of the parties and delivered to the other party. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes. 23. Third Parties. Nothing in this Agreement, express or implied, is intended to or shall be construed to confer upon or give any person other than the parties and their respective successors and permitted assigns, any legal or equitable right, remedy or claim under or with respect to this Agreement. 24. Non-Recruitment and Non-Hire; Right to Hire. Both parties recognize that each party has made substantial efforts and incurred substantial expense to recruit, employ and train its personnel with whom the other party and/or its employees may have contact. Neither party shall, without the prior written consent of the other party,recruit or employ any person who is or was employed by the other party and/or any of its affiliated companies, so long as this Agreement is in effect and for a period of one year following its termination,unless the employee came to the attention of the other party through an unsolicited response including a general advertisement, recruiter or discovery in the hiring process. 25. Dispute Resolution. In the event of any dispute or disagreement between HOVS and CUSTOMER regarding the interpretation or performance of either party under this Agreement, the parties agree to use their best efforts to resolve such matter in good faith. Each party shall designate one representative who shall have at least one meeting with each other to attempt to HOV Services Private and Confidential 22 Detroit_630329_2 resolve the dispute or disagreement. If such effort is unsuccessful, then each party shall designate one senior executive,with a title of vice president or more senior,who shall have at least one meeting with each other to attempt to resolve the dispute or disagreement. If such effort is unsuccessful, the dispute or disagreement shall be submitted to non-binding mediation before the American Arbitration Association in Troy, Michigan. If mediation does not successfully resolve the issues between the parties, either party shall have the right to pursue such legal remedies as may be available to it. 26. Media Releases. All media releases,public announcements and public disclosures by either party as related to this Agreement and/or relationship, including without limitation promotional or marketing material, but not including any announcement intended solely for internal distribution or any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of either party, will be mutually coordinated and approved by the parties. 27. Electronic Media. CUSTOMER agrees that HOVS may scan, image or otherwise convert this Contract and any related documents, such as billing or performance records, into an electronic format of any nature. CUSTOMER also agrees that copies of said documents produced from such electronic format, including fax receipt of the Contract signed by the CUSTOMER, is legally binding and the equivalent to the original for any and all legal purposes, including litigation. 28. Survival. All provisions of this Agreement relating to confidentiality, ownership, indemnification, non-solicitation and limitations of liability shall survive termination or non- renewal of this Agreement. HOV Services Private and Confidential 23 Detroit_630329_2 Hello