HomeMy WebLinkAbout20253372 Recommendation:
® Approval of Professional Services Agreement and authorize the Chair to sign.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck __
Scott K. James
Jason S. Maxey W4
Lynette Peppier j
Kevin D. Ross
Pass-Around Memorandum; December 5, 2025 —CMS ID 10120
PROFESSIONAL SERVICE AGREEMENT
BETWEEN
WELD COUNTY AND
NORTHWOOD CONSULTING PARTNERS, INC.
THIS AGREEMENT is made and entered into this t O day of DPC21T)beJV, 2025,
by and between the Board of Weld County Commissioners, on behalf of Department of
Human Services, hereinafter referred to as "County," and Northwoods Consulting Partners,
Inc., hereinafter referred to as "Contractor".
WHEREAS, County desires to retain Contractor to perform services as required by
County and set forth in the attached Exhibits; and
WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to
perform the required services according to the terms of this Agreement; and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has
the time, skill, expertise, and experience necessary to provide the services as set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
1. Introduction. The terms of this Agreement are contained in the terms recited in this
document and in the attached Exhibits, each of which forms an integral part of this
Agreement and are incorporated herein. The parties each acknowledge and agree that
this Agreement, including the attached Exhibits, define the performance obligations of
Contractor and Contractor's willingness and ability to meet those requirements (the
"Work"). If a conflict occurs between this Agreement and any Exhibit or other attached
document, the terms of this Agreement shall control, and the remaining order of
precedence shall be based upon order of attachment.
Exhibit A consists of the Software Support Agreement.
Exhibit B consists of the Compass Software End User License Agreement.
Exhibit C consists of the Invoice.
This agreement supersedes and replaces all existing and current agreements,
amendments, extension/renewals, and Memorandums of Understanding as listed:
a. Purchase Agreement and subsequent extension/renewals to this agreement
identified as Tyler ID#2012-3243 dated November 14, 2012.
b. Contract Extension/Renewal identified as Tyler ID# 2020-0964 dated March 23,
2020.
c. Memorandum of Understanding identified as Tyler ID# 2021-0365 dated
February 3, 2021.
d. Agreement for Professional Services identified as Tyler ID# 2023-3774 dated
December 20, 2023.
e. Agreement Extension/Renewal identified as Tyler ID#2023-3774 dated
December 9, 2024.
1
2. Service or Work. Contractor agrees to procure the materials, equipment and/or products
necessary for the Work and agrees to diligently provide all services, labor, personnel, and
materials necessary to perform and complete the Work described in the attached Exhibits.
Contractor shall further be responsible for the timely completion and acknowledges that a
failure to comply with the standards and requirements of Work within the time limits
prescribed by County may result in County's decision to withhold payment or to terminate
this Agreement.
3. Term. The term of this Agreement shall be from January 1, 2026, through December 31,
2026, or until Contractor's completion of the responsibilities described in the attached
Exhibits and is subject to continued budget appropriations. This Agreement will
automatically renew for consecutive one (1) year terms upon the invoice payment by
County of the next year's Software Support fees as outlined in Exhibit C.
4. Termination; Breach; Cure. County has the right to terminate this Agreement, with or
without cause on thirty (30) days written notice. Furthermore, this Agreement may be
terminated at any time without notice upon a material breach of the terms of the
Agreement.
Material breach means the failure of a Party to perform any of its obligations in
accordance with this Contract, in whole or in part or in a timely or satisfactory manner.
The institution of proceedings under any bankruptcy, insolvency, reorganization or similar
law, by or against Contractor, or the appointment of a receiver or similar officer for
Contractor or any of its property, which is not vacated or fully stayed within 30 days after
the institution of such proceeding, shall also constitute a breach. If Contractor is debarred
or suspended under §24-109-105, C.R.S. at any time during the term of this Contract,
then such debarment or suspension shall constitute a breach.
5. County's Remedies. If Contractor is in breach under any provision of this Contract and
fails to cure such breach upon notice and cure within 30 days in accordance with
Paragraph 4, the County, following the notice and cure period, shall have all the remedies
listed in this section in addition to all other remedies set forth in this Contract, in equity, or
at law. The County may exercise any or all the remedies available to it, in its discretion,
concurrently or consecutively.
a) Termination for Breach of Contract
In the event of Contractor's uncured breach, the County may terminate this entire
Contract or any part of this Contract. Contractor shall continue performance of this
Contract to the extent not terminated, if any.
i. Obligations and Rights
To the extent specified in any termination notice, Contractor shall not incur
further obligations or render further performance past the effective date of
such notice and shall terminate outstanding orders and subcontracts with third
parties. However, Contractor shall complete and deliver to the County all Work
not cancelled by the termination notice and may incur obligations as
necessary to do so within this Contract's terms. At the request of the County,
Contractor shall assign to the County all of Contractor's rights, title, and
interest in and to such terminated orders or subcontracts. Upon termination,
2
Contractor shall take timely, reasonable and necessary action to protect and
preserve property in the possession of Contractor but in which the County has
an interest. At the County's request, Contractor shall return materials owned
by the County in Contractor's possession at the time of any termination.
Contractor shall deliver all completed Work Product and all Work Product that
was in the process of completion to the County at the County's request.
ii. Payments
Notwithstanding anything to the contrary, the County shall only pay Contractor
for accepted Work received and satisfactorily completed as of the date of
termination.
iii. Damages and Withholding
Notwithstanding any other remedial action by the County, Contractor shall
remain liable to the County for any damages sustained by the County in
connection with any breach by Contractor, and the County may withhold
payment to Contractor for the purpose of mitigating the County's damages
until such time as the exact amount of damages due to the County from
Contractor is determined. The County may withhold any amount that may be
due Contractor as the County deems necessary to protect the County against
loss including, without limitation, loss as a result of outstanding liens and
excess costs incurred by the County in procuring from third parties
replacement Work as cover.
b) Remedies Not Involving Termination
The County, in its discretion, may exercise one or more of the following additional
remedies:
i. Suspend Performance
Suspend Contractor's performance with respect to all or any portion of the
Work pending corrective action as specified by the County without entitling
Contractor to an adjustment in price or cost or an adjustment in the
performance schedule. Contractor shall promptly cease performing Work and
incurring costs in accordance with the County's directive, and the County shall
not be liable for costs incurred by Contractor after the suspension of
performance.
ii. Withhold Payment
Withhold payment to Contractor until Contractor corrects its Work.
iii. Deny Payment
Deny payment for Work not performed, or that due to Contractor's actions or
inactions, cannot be performed or if they were performed are reasonably of no
value to the County; provided, that any denial of payment shall be equal to the
value of the obligations not performed.
iv. Intellectual Property
If any Work infringes, or if the County in its sole discretion determines that any
Work is likely to infringe, a patent, copyright, trademark, trade secret or other
intellectual property right, Contractor shall, as approved by the County, (i)
secure that right to use such Work for the County and Contractor; (ii) replace
the Work with non-infringing Work or modify the Work so that it becomes non-
infringing; or, (iii) remove any infringing Work and refund the amount paid for
such Work to the County.
3
6. Contractor's Remedies. If the County is in breach of any provision of this Contract and
does not cure such breach, Contractor, following the notice and cure period in Paragraph
4, may engage the County in informal resolution process, and shall otherwise have all
remedies available at law and equity.
7. Extension or Amendment. Any amendments or modifications to this agreement shall be
in writing signed by both parties. No additional services or work performed by Contractor
shall be the basis for additional compensation unless and until Contractor has obtained
written authorization and acknowledgement by County for such additional services.
8. Compensation/Contract Amount. County agrees to pay an amount no greater than the
amount outlined in Exhibit C, Invoice, for the term of this Agreement, as set forth in
Paragraph 3. County agrees to pay Contractor through an invoice process during the
course of this Agreement in accordance with the Invoice as described in Exhibit C.
Contractor agrees to submit invoices which detail the work completed by Contractor. The
County will review each invoice and if it agrees Contractor has completed the invoiced
items to the County's satisfaction, it will remit payment to Contractor. No payment in
excess of that set forth in the Exhibits will be made by County unless an Amendment
authorizing such additional payment has been specifically approved by Weld County as
required pursuant to the Weld County Code. If, at any time during the term or after
termination or expiration of this Agreement, County reasonably determines that any
payment made by County to Contractor was improper because the service for which
payment was made did not perform as set forth in this Agreement, then upon written
notice of such determination and request for reimbursement from County, Contractor shall
forthwith return such payment(s) to County. Upon termination or expiration of this
Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to
County. County will not withhold any taxes from monies paid to the Contractor hereunder
and Contractor agrees to be solely responsible for the accurate reporting and payment of
any taxes related to payments made pursuant to the terms of this Agreement. Unless
expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid
for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained
in this Agreement, financial obligations of the County payable after the current fiscal year
are contingent upon county, state and or federal funds for that purpose being
appropriated, budgeted and otherwise made available. Execution of this Agreement by
County does not create an obligation on the part of County to expend funds not otherwise
appropriated in each succeeding year. This Agreement is subject to and contingent upon
the continuing availability of county, state and or federal funds for the purposes hereof.
Contractor agrees to work within the confines outlined in Exhibit A, B & C.
9. independent Contractor. Contractor agrees that it is an independent contractor and that
Contractor's officers, agents or employees will not become employees or agents of
County, nor entitled to any employee benefits (including unemployment insurance or
workers' compensation benefits) from County as a result of the execution of this
Agreement. Contractor shall be solely responsible for its acts and those of its agents and
employees for all acts performed pursuant to this Agreement. Any provisions in this
Contract that may appear to give the County the right to direct contractor as to details of
doing work or to exercise a measure of control over the work mean that Contractor shall
follow the direction of the County as to end results of the work only. The Contractor is
4
obligated to pay all federal and state income tax on any moneys earned or paid pursuant
to this contract.
10. Subcontractors. Contractor acknowledges that County has entered into this Agreement
in reliance upon the particular reputation and expertise of Contractor. Contractor shall
not enter into any subcontractor agreements for the completion of the Work without
County's prior written consent, which may be withheld in County's sole discretion. County
shall have the right in its reasonable discretion to approve all personnel assigned to the
Work during the performance of this Agreement and no personnel to whom County has an
objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall
require each subcontractor, as approved by County and to the extent of the Work to be
performed by the subcontractor, to be bound to Contractor by the terms of this
Agreement, and to assume toward Contractor all the obligations and responsibilities which
Contractor, by this Agreement, assumes toward County. County shall have the right (but
not the obligation) to enforce the provisions of this Agreement against any subcontractor
hired by Contractor and Contractor shall cooperate in such process. The Contractor shall
be responsible for the acts and omissions of its agents, employees, and subcontractors.
11. Ownership. All work and information obtained by Contractor under this Agreement or
individual work order shall become or remain (as applicable), the property of County. In
addition, all reports, documents, data, plans, drawings, records, and computer files
generated by Contractor in relation to this Agreement and all reports, test results and all
other tangible materials obtained and/or produced in connection with the performance of
this Agreement, whether or not such materials are in completed form, shall at all times be
considered the property of the County. Contractor shall not make use of such material for
purposes other than in connection with this Agreement without prior written approval of
County.
12. Confidentiality. Confidential information of the Contractor should be transmitted
separately from non-confidential information, clearly denoting in red on the relevant
document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as
a public entity,Weld County must comply with the provisions of the Colorado Open Records
Act(CORA), C.R.S. 24-72-201, et seq.,with regard to public records, and cannot guarantee
the confidentiality of all documents. Contractor agrees to keep confidential all of County's
confidential information. Contractor agrees not to sell, assign, distribute, or disclose any
such confidential information to any other person or entity without seeking written
permission from the County. Contractor agrees to advise its employees, agents, and
consultants, of the confidential and proprietary nature of this confidential information and of
the restrictions imposed by this Agreement.
13. Warranty. Contractor warrants that the Work performed under this Agreement will be
performed in a manner consistent with the standards governing such services and the
provisions of this Agreement. Contractor further represents and warrants that all Work shall
be performed by qualified personnel in a professional manner, consistent with industry
standards, and that all services will conform to applicable specifications.
14. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall
submit to County originals of all test results, reports, etc., generated during completion of
this work. Acceptance by County of reports and incidental material(s) furnished under this
5
Agreement shall not in any way relieve Contractor of responsibility for the quality and
accuracy of the project. In no event shall any action by County hereunder constitute or be
construed to be a waiver by County of any breach of this Agreement or default which may
then exist on the part of Contractor, and County's action or inaction when any such breach
or default exists shall not impair or prejudice any right or remedy available to County with
respect to such breach or default. No assent expressed or implied, to any breach of any
one or more covenants, provisions or conditions of the Agreement shall be deemed or taken
to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work
completed under this Agreement shall not be construed as a waiver of any of the County's
rights under this Agreement or under the law generally.
15. Insurance. Contractor must secure, before the commencement of the Work, the
following insurance covering all operations, goods, and services provided pursuant to this
Agreement, and shall keep the required insurance coverage in force at all times during the
term of the Agreement,or any extension thereof, and during any warranty period. For all
coverages, Contractor's insurer shall waive subrogation rights against County. Contractor
shall provide coverage with limits of liability no less than those stated below. An excess
liability policy or umbrella liability policy may be used to meet the minimum liability
requirements provided that the coverage is written on a "following form" basis.
Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or
authorized to do business in the state of Colorado and with an "A.M. Best" rating of not
less than A-VII. The County in no way warrants that the above-required minimum insurer
rating is sufficient to protect the Contractor from potential insurer insolvency.
Required Types of Insurance
Workers' Compensation and Employer's Liability Insurance as required by state
statute, covering all of the Contractor's employees acting within the course and scope of
their employment. The policy shall contain a waiver of subrogation against the County.
This requirement shall not apply when a Contractor or subcontractor is exempt under
Colorado Workers' Compensation Act., AND when such Contractor or subcontractor
executes the appropriate sole proprietor waiver form.
Minimum Limits:
Coverage A (Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 100,000
$ 100,000
$ 500,000
Commercial General Liability Insurance-Occurrence Form
Policy shall include bodily injury, property damage, liability assumed under an Insured Contract.
The policy shall be endorsed to include the following additional insured language: "Weld
County, its subsidiary, parent, elected officials, trustees, employees, associated and/or
affiliated entities, successors, or assigns, agents, and volunteers shall be named as
additional insureds with respect to liability arising out of the activities performed by, or on
behalf of the Contractor."
6
Such policy shall include Minimum Limits as follows:
General Aggregate $ 1,000,000
Products/Completed Operations Aggregate $ 1,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Automobile Liability Insurance
Bodily Injury and Property Damage for any owned, hired, and non-owned vehicles used in the
performance of this Contract.
Such policy shall maintain Minimum Limits as follows:
Bodily Injury/Property Damage (Each Accident) $ 1,000,000
Professional Liability(Errors and Omissions Liability)
The policy shall cover professional misconduct or lack of ordinary skill for those positions
defined in the Scope of Services of this contract. Contractor shall maintain limits for all
claims covering wrongful acts, errors and/or omissions, including design errors, if
applicable, for damage sustained by reason of or in the course of operations under this
Contract resulting from professional services. In the event that the professional liability
insurance required by this Contract is written on a claims-made basis, Contractor warrants
that any retroactive date under the policy shall precede the effective date of this Contract;
and that either continuous coverage will be maintained, or an extended discovery period
will be exercised for a period of two (2) years beginning at the time work under this
Contract is completed.
**When this Professional Services Agreement involves working with or caring for
children, elderly, physically or developmentally disabled people and these individuals
are in the care, custody, or control of the Contractor, required insurance coverage must
include coverage for "sexual molestation and physical abuse." Contractor's insurance
policy is to be specifically endorsed to include this coverage.
**When this Professional Services Agreement has providers involved in providing
extensive in-home services, Contractor must have third party fidelity/crime coverage.
Crime policies are to be endorsed to include third party fidelity coverage and list the
Contractor and the Provider's clients as Loss Payees.
[Extensive in-home services means services that are based on the typical
location of the services being provided, not necessarily the time frame.
For example, if services are primarily at client's homes versus a hospital
or clinic type setting, then that would meet this definition. For another
example, if a physician who typically works at a hospital or clinic makes a
home visit due to a female patient going into unexpected labor, that would
not be "extensive in-home services" as they are less than 5-10% in-home
care.]
Minimum Limits:
Per Loss $ 1,000,000
7
Aggregate $ 2,000,000
16. Proof of Insurance. Upon County's request, Contractor shall provide to County, for
examination, a policy, endorsement, or other proof of insurance as determined in County's
sole discretion. Provided information for examination shall be considered confidential, and
as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure.
All insurers must be licensed or approved to do business within the State of Colorado, and
unless otherwise specified, all policies must be written on a per occurrence basis.
The Contractor shall provide the County with a Certificate of Insurance evidencing all
required coverages, before commencing work or entering the County premises.
The Contractor shall furnish the County with certificates of insurance (ACCORD) form or
equivalent approved by the County as required by this Contract. The certificates for each
insurance policy are to be signed by a person authorized by that insurer to bind coverage
on its behalf. The Contractor shall name on the Certificate of Insurance "Weld County, its
successors or assigns; its elected officials, employees, agents, affiliated entities, and
volunteers as Additional Insureds" for work that is being performed by the Contractor.
On insurance policies where Weld County is named as an additional insured, the County
shall be an additional insured to the full limits of liability purchased by the Contractor even
if those limits of liability are in excess of those required by this Contract.
Each insurance policy required by this Agreement must be in effect at or prior to
commencement of work under this Agreement and remain in effect for the duration of the
project, and for a longer period of time if required by other provisions in this Agreement.
Failure to maintain the insurance policies as required by this Agreement or to provide
evidence of renewal is a material breach of contract.
All certificates and any required endorsement(s) shall be sent directly to the County
Department Representative's Name and Address. The project/contract number and
project description shall be noted on the Certificate of Insurance. The County reserves
the right to require complete, certified copies of all insurance policies required by this
Agreement at any time, and such shall also be deemed confidential.
Any modification or variation from the insurance requirements in this Agreement shall be
made by the County Attorney's Office, whose decision shall be final. Such action will not
require a formal contract amendment but may be made by administrative action.
17. Additional Insurance Related Requirements. The County requires that all policies of
insurance be written on a primary basis, non-contributory with any other insurance
coverages and/or self-insurance carried by the County.
The Contractor shall advise the County in the event any general aggregate or other
aggregate limits are reduced below the required per occurrence limit. At their own
expense, the Contractor will reinstate the aggregate limits to comply with the minimum
requirements and shall furnish the County with a new certificate of insurance showing
such coverage is in force.
8
Commercial General Liability Completed Operations coverage must be kept in effect for
up to three (3) years after completion of the project. Contractors Professional Liability
(Errors and Omissions) policy must be kept in effect for up to three (3) years after
completion of the project.
Certificates of insurance shall state that on the policies that the County is required to be
named as an Additional Insured, the insurance carrier shall provide a minimum of 30 days
advance written notice to the County for cancellation, non-renewal, suspension, voided, or
material changes to policies required under this Agreement. On all other policies, it is the
Contractor's responsibility to give the County 30 days' notice if policies are reduced in
coverage or limits, cancelled or non-renewed. However, in those situations where the
insurance carrier refuses to provide notice to County, the Contractor shall notify County of
any cancellation, or reduction in coverage or limits of any insurance within seven (7) days
or receipt of insurer's notification to that effect.
The Contractor agrees that the insurance requirements specified in this Agreement do not
reduce the liability Contractor has assumed in the indemnification/hold harmless section
of this Agreement.
Failure of the Contractor to fully comply with these requirements during the term of this
Agreement may be considered a material breach of contract and may be cause for
immediate termination of the Agreement at the option of the County. The County
reserves the right to negotiate additional specific insurance requirements at the time of the
contract award.
18. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing
services under this Agreement have or will have the above-described insurance prior to
their commencement of the Work, or otherwise that they are covered by the Contractor's
policies to the minimum limits as required herein. Contractor agrees to provide proof of
insurance for all such subcontractors upon request by the County.
19. No limitation of Liability. The insurance coverages specified in this Agreement are the
minimum requirements, and these requirements do not decrease or limit the liability of
Contractor. The County in no way warrants that the minimum limits contained herein are
sufficient to protect the Contractor from liabilities that might arise out of the performance
of the Work under by the Contractor, its agents, representatives, employees, or
subcontractors. The Contractor shall assess its own risks and if it deems appropriate
and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not
relieved of any liability or other obligations assumed or pursuant to the Contract by reason
of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The
Contractor shall maintain, at its own expense, any additional kinds or amounts of
insurance that it may deem necessary to cover its obligations and liabilities under this
Agreement.
20. Certification of Compliance with Insurance Requirements. The Contractor stipulates
that it has met the insurance requirements identified herein. The Contractor shall be
responsible for the professional quality, technical accuracy, and quantity of all services
provided, the timely delivery of said services, and the coordination of all services rendered
9
by the Contractor and shall, without additional compensation, promptly remedy and
correct any errors, omissions, or other deficiencies.
21. Mutual Cooperation. The County and Contractor shall cooperate with each other in the
collection of any insurance proceeds which may be payable in the event of any loss,
including the execution and delivery of any proof of loss or other actions required to effect
recovery.
22. Indemnity. The Contractor shall indemnify, hold harmless and, not excluding the
County's right to participate, defend the County, its officers, officials, agents, and
employees, from and against any and all liabilities, claims, actions, damages, losses, and
expenses including without limitation reasonable attorneys' fees and costs, (hereinafter
referred to collectively as "claims") for bodily injury or personal injury including death, or
loss or damage to tangible or intangible property caused, or alleged to be caused in whole
or in part by the negligent or willful acts or omissions of Contractor or any of its owners,
officers, directors, agents, employees or subcontractors. This indemnity includes any
claim or amount arising out of or recovered under the Workers' Compensation Law or
arising out of the failure of such contractor to conform to any federal, state, or local law,
statute, ordinance, rule, regulation, or court decree. It is the specific intention of the
parties that the County shall, in all instances, except for claims arising solely from the
negligent or willful acts or omissions of the County, be indemnified by Contractor from and
against any and all claims. It is agreed that Contractor will be responsible for primary loss
investigation, defense, and judgment costs where this indemnification is applicable. In
consideration of award of this contract, the Contractor agrees to waive all rights of
subrogation against the County, its officers, officials, agents, and employees for losses
arising from the work performed by the Contractor for the County. The Contractor shall be
fully responsible and liable for any and all injuries or damage received or sustained by any
person, persons, or property on account of its performance under this Agreement or its
failure to comply with the provisions of the Agreement.
A failure of Contractor to comply with these indemnification provisions shall result in
County's right but not the obligation to terminate this Agreement or to pursue any other
lawful remedy.
23. Non-Assignment. Contractor may not assign or transfer this Agreement or any interest
therein or claim thereunder, without the prior written approval of County. Any attempts by
Contractor to assign or transfer its rights hereunder without such prior approval by County
shall, at the option of County, automatically terminate this Agreement and all rights of
Contractor hereunder. Such consent may be granted or denied at the sole and absolute
discretion of County.
24. Examination of Records. To the extent required by law, the Contractor agrees that a
duly authorized representative of County, including the County Auditor, shall have access
to and the right to examine and audit any books, documents, papers and records of
Contractor, involving all matters and/or transactions related to this Agreement. Contractor
agrees to maintain these documents for three years from the date of the last payment
received.
10
25. Interruptions. 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.
26. Notices. County may designate, prior to commencement of Work, its project
representative ("County Representative") who shall make, within the scope of his or her
authority, all necessary and proper decisions with reference to the project. All requests
for contract interpretations, change orders, and other clarification or instruction shall be
directed to County Representative. All notices or other communications made by one
party to the other concerning the terms and conditions of this contract shall be deemed
delivered under the following circumstances:
a) personal service by a reputable courier service requiring signature for receipt; or
b) five (5) days following delivery to the United States Postal Service, postage prepaid
addressed to a party at the address set forth in this contract; or
c) electronic transmission via email at the address set forth below, where a receipt or
acknowledgment is required and received by the sending party; or
Either party may change its notice address(es) by written notice to the other. Notice may
be sent to:
TO CONTRACTOR:
Name: David Minninq
Position: Chief Executive Officer
Address: 5200 Rings Road
Address: Dublin, OH 43017
E-mail: dave.minninq(teamnorthwoods.com
Phone: 614-781-7800
TO COUNTY:
Name: Jamie Ulrich
Position: Director
Address: P.O. Box A
Address: Greeley, Colorado 80632
E-mail: ulrichjj@weld.gov
Phone: (970) 400-6510
27. Compliance 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.
28. Non-Exclusive Agreement. This Agreement is nonexclusive, and County may engage or
use other Contractors or persons to perform services of the same or similar nature.
29. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto
and incorporated herein, contains the entire agreement between the parties with respect
to the subject matter contained in this Agreement. This instrument supersedes all prior
negotiations, representations, and understandings or agreements with respect to the
11
subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
30. 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. Execution of this Agreement by County does not create an
obligation on the part of County to expend funds not otherwise appropriated in each
succeeding year.
31. Employee Financial Interest/Conflict of Interest— C.R.S. §§24-18-201 et seq. and
§24-50-507. The signatories to this Agreement state that to their knowledge, no
employee of Weld County has any personal or beneficial interest whatsoever in the
service or property which is the subject matter of this Agreement. Contractor agrees that if
Contractor was a former employee of the Department of Human Services, or employs a
former employee of the Department of Human Services, that Contractor will also abide by
applicable requirements under C.R.S. 24-18-201 et seq.
32. Survival of Termination. The obligations of the parties under this Agreement that by
their nature would continue beyond expiration or termination of this Agreement (including,
without limitation, the warranties, indemnification obligations, confidentiality and record
keeping requirements) shall survive any such expiration or termination.
33. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal,
or unenforceable by a court of competent jurisdiction, this Agreement shall be construed
and enforced without such provision, to the extent that this Agreement is then capable of
execution within the original intent of the parties.
34. Non-Waiver. The parties hereto understand and agree that the County is relying on, and
does not waive or intend to waive by any provision of this Contract, the monetary
limitations or any other immunities, rights, benefits, and protections, provided by the
Colorado Governmental Immunity Act §§24-10-101 et seq., as from time to time
amended, or otherwise available to the County, its subsidiary, associated and/or affiliated
entities, successors, or assigns; or its elected officials, employees, agents, and
volunteers.
35. Force Majeure. Neither the Contractor nor the County shall be liable for any delay in, or
failure of performance of, any covenant or promise contained in this Agreement, nor shall
any delay or failure constitute default or give rise to any liability for damages if, and only to
extent that, such delay or failure is caused by or results from acts beyond the impacted
Party's reasonable control, including without limitation, the following "force majeure"
events that frustrate the purpose of this Agreement: As used in this Agreement, "force
majeure" means acts of God, acts of the public enemy, unusually severe weather, fires,
floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, government
order or law, action by any governmental authority, and other similar events beyond the
reasonable control of the impacted party, to the extent such events were not the result of,
or were not aggravated by, the acts or omissions of the non-performing or delayed party.
However, if force majeure occurs after the party delays performance, the party shall not
be exempted from liability. The Party affected by the force majeure shall make
reasonable efforts to reduce the consequences caused by the force majeure.
12
If the force majeure affects the performance of the contract, the party that is subject
to force majeure shall promptly notify the other party and submit to the other party a
sufficient and valid proof of force majeure within a reasonable period of time. Otherwise,
the corresponding liability shall not be waived.
36. 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.
37. 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.
38. Choice of Law/Jurisdiction. 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. In the event of a legal
dispute between the parties, Contractor agrees that the Weld County District Court shall
have exclusive jurisdiction to resolve said dispute.
39. No Employment of Unauthorized Aliens. Contractor certifies, warrants, and agrees that
it does not knowingly employ or contract with an unauthorized alien who will perform work
under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)), nor enter into a contract with a
subcontractor that employs or contracts with an unauthorized alien to perform work under
this Agreement. Upon request, contractor shall deliver to the County a written notarized
affirmation that it has examined the legal work status of an employee and shall comply
with all other requirements of federal or state law, including employment verification
requirements contained within state or federal grants or awards funding public contracts.
Contractor agrees to comply with any reasonable request from the Colorado Department
of Labor and Employment in the course of any investigation.
If Contractor fails to comply with any requirement of this provision, County may terminate
this Agreement for breach, and if so terminated, Contractor shall be liable for actual and
consequential damages.
40. Attorney's 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.
41. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by
any extra-judicial body or person. Any provision to the contrary in this Agreement or
incorporated herein by reference shall be null and void.
13
42. Data Sovereignty. Contractor acknowledges and agrees that all data, including
personally identifiable information (PII) and sensitive data, provided by Customer or
generated in the course of providing the services under this Agreement shall be stored
and processed within the territorial boundaries of the United States of America (USA). The
data shall remain subject to the laws and regulations of the USA. Contractor shall not
transfer or process any Customer information outside the territorial boundaries of the USA
without the prior written consent of the Customer. The Customer acknowledges that they
are responsible for ensuring that the data collected, transmitted, and processed complies
with all applicable data protection laws and regulations of the USA.
43. Data Protection.
a) Data Security Measures
Contractor shall implement and maintain current and appropriate technical and
organizational measures to protect Client Data against accidental, unauthorized, or
unlawful processing and against accidental loss, destruction, damage, alteration,
disclosure, or access. Customer may, from time to time, request certain reasonable
assurances or assertations from Contractor on the security of Customer data and
appropriate security practices relating to the products and services covered by the
Agreement. Contractor will provide these reasonable assurances or assertations to
Customer.
b) Continuous Security Evaluation
Contractor shall maintain a process for regularly testing, assessing, and evaluating
the effectiveness of technical and organizational measures for ensuring the
security of the processing of Client Data, regularly testing such measures to
validate their appropriateness and effectiveness, and implementing corrective
action where deficiencies are revealed by such testing.
c) Regulation Compliance
Contractor shall comply with all applicable laws and regulations governing the
protection of personal data, including but not limited to the Colorado Privacy Act
(CPA) and any local data protection laws.
d) Confidentiality
Contractor shall not use Client data for any purpose other than providing the
agreed-upon services and shall not disclose the data to any third party without the
prior written consent of the Client, except as required by law.
e) Incident Notification
Contractor shall promptly report any security incidents or breaches affecting the
Platform or Client Data to the Client and shall take all necessary actions to mitigate
the impact of such incidents.
44. Accessibility. Contractor shall ensure ADA compliance with WCAG 2.2 Standards, error
Free at Level A and Level AA, in accordance with Colorado State Statute (HB21-11 I 0).
14
ritt-C-
1 OR11 I OOD Exhibit A
SOFTWARE SUPPORT AGREEMENT
This Software Support Agreement("Agreement")is made and entered into thislQth day of
)ecember 204,by and between Northwoods Consulting Partners,Inc.,an Ohio corporation business process consulting,workflow changes or new functionality.
with its principal offices at 5200 Rings Road, Dublin, Ohio 43017, USA, (the Licensor, n. "Support Services"means all professional services provided under this Agreement by
hereinafter "Northwoods"), and the company, person or entity executing this Northwoods,subject to the Support Level actually purchased by Licensee,as noted in the
Agreement as the"Licensee"in the space provided below(hereinafter"Licensee"): Recitals to this Agreement.
2. SUPPORT SERVICES.
Licensee's Name: a. Silver Level.
Licensee's Address: 1)Remote Support of the Covered Software. Northwoods shall:(1)use its commercially
reasonable efforts to remotely correct any properly reported Error(s)in the Covered
RECITALS: Software that are confirmed by Northwoods, in the exercise of its commercially
WHEREAS,Licensee has licensed the specified software from Northwoods pursuant the reasonable judgment;(2)use its commercially reasonable efforts to remotely correct
terms of an End User License Agreement(as the same may be amended or modified from any properly reported Error(s)(non-conformity to functional specifications mutually
time to time,hereinafter referred to as the"EULA");and agreed upon by Northwoods and Licensee) in any configurations of the Covered
WHEREAS, Licensee desires to obtain, and Northwoods is willing to provide, Software that are created by Northwoods or any integrations of the Covered Software
technical support services for the specified software and the delivery of generally with other applications,software or hardware that are configured or created by
released upgrades and enhancements with respect to such software from Northwoods;and Northwoods,which are confirmed by Northwoods,in the exercise of its commercially
reasonable judgment;and(3)upon the request of Licensee,provide remote technical
WHEREAS, Licensee has been advised of the various support offerings provided by support and assistance and advice related to the operation and use of the Covered
Northwoods and has elected to purchase: Software by Licensee in the Covered Environments, plus any Additional
Environment(s), or any problems with any of the foregoing. Northwoods shall
Silver Level of Support wC undertake to confirm any reported defect(s)described in this clause promptly after
Gold Level of Support Please initial in the space receipt of proper notice from Licensee in accordance with Northwoods'current defect
Platinum Level of Support next to the support reporting procedures. Northwoods shall perform services in an effort to correct
Additional Environment support offering(s)you have chosen confirmed Errors in the Covered Software,or in configurations or integrations created
by Northwoods,promptly after making such confirmation.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and 2)Support Center Access. Support Services generally will be available during the hours of
intending to be legally bound,the parties hereto agree as follows: 8:00 a.m.to 8:00 p.m.,Eastern Time,Monday through Friday,excluding Northwoods'
1. DEFINED TERMS.The following terms shall have the meanings set forth below for all holidays, or as otherwise provided by Northwoods to its end users purchasing
purposes of this Agreement: continuing Support Services in the normal course of its business,either by telephone
a. "Additional Environment" means any environment, in excess of the Covered or through a remote control connection to the end-user client or server computer.
Environments(defined below),for which Licensee elects to pay for additional support. Licensee acknowledges and agrees that Northwoods requires on-line access to the
b. "Consumable Items"includes all materials that can be used up and must be replenished. Covered Software installed on Licensee's systems in order for Northwoods to provide
Examples of Consumable Items include, but are not limited to:printer,toner,scanner remote Support Services hereunder.Accordingly,Licensee shall install and maintain,
lamps,rollers,glass,cleaning sheets,data tapes,CDs,DVDs,etc. at Licensee's sole cost and expense, properly functioning and appropriate industry
c. "Covered Environments" means one (1) production environment, plus one (1) test standard communications software approved by Northwoods; and Licensee shall
environment. establish and maintain,at Licensee's sole cost and expense,an adequate secure or
d. "Covered Hardware" is defined as hardware (1) purchased through Northwoods, as dedicated connection with Northwoods to facilitate Northwoods' remote Support
detailed on Northwoods'invoices that Licensee has properly paid,and(2)installed and Services.
configured by Northwoods. 3)Patches,Upgrades and Fixes. Northwoods has regular software releases and makes all
e. "Coveredloftware"means(1)the current released version of the Commercial Off-The- releases available to its customers.Upon request,on an annual basis,Northwoods will
Shelf ("COTS") Compass®software licensed by Licensee from Northwoods under the provide to Licensee,at least one(1)Patch,Upgrade and/or Fix to the Covered Software
EULA,as detailed on Northwoods'invoices that the Licensee has properly paid;(2)at any released by Northwoods and will use its best efforts to remotely install such Patch,
time after Northwoods has delivered to Licensee a new version of such computer Upgrade,and/or Fix. To the extent the Patch,Upgrade,and/or Fix cannot be installed
software as a Patch,Upgrade and/or Fix under this Agreement,the released version of by Northwoods remotely, Licensee may request the necessary Onsite Services in
such computer software last released prior to the current released version;and(3)the accordance with Section 2(a)(4)below.Installation of any Patches,Upgrades,and Fixes
current released version of the COTS Document Management Software("Covered DMS may require Licensee to upgrade the Covered Software to the most current version.
Software")of which Northwoods is a Reseller that is(a) licensed by Licensee through Installation of any additional Patches,Upgrades,and Fixes beyond the one(1)allotted
Northwoods,as detailed on Northwoods'invoices that the Licensee has properly paid and as requested by Licensee will be available at the discretion of Northwoods. Licensee
(b)installed and/or configured by Northwoods. acknowledges and agrees that Northwoods has the right,at any time,to change the
f. "Covered Database"or"Covered Database Software"means the database software or specifications and operating characteristicsoftheCoveredSoftware,andNorthwoods'
the index data and/or image data stored in the database that is(1) purchased through policies respecting Patches,Upgrades and Fixes and the release thereof to end users.
Northwoods as detailed on Northwoods'invoices that Licensee has properly paid,and(2) Any Patches,Upgrades and Fixes to the Covered Software and Documentation shall
installed and configured by Northwoods. remain proprietary to Northwoods and/or its suppliers,shall be the sole and exclusive
g. "CoveredOperatlneSvstem"(sometimes abbreviated"OS")is the software program that, property of Northwoods and/or its suppliers, and shall be subject to all of the
after being initially loaded into the computer by a boot program,manages all the other restrictions,limitations and protections of the EULA.All applicable rights to patents,
programs in a computer and that is(1)purchased through Northwoods,as detailed on copyrights,trademarks,other intellectual property rights,applications for any of the
Northwoods'invoices that Licensee has properly paid,and(2)installed and configured by foregoing, and/or trade secrets in the Covered Software,Documentation,and any
Northwoods. Patches, Upgrades and Fixes are and shall remain the exclusive property of
h. "Qverlhird Party Applications"means any third party software that is(1)licensed by Northwoods and/or its suppliers.
Licensee through Northwoods,as detailed on Northwoods'invoices that the Licensee has 4)Onsite Services.Upon the reasonable request of Licensee,and submission of a purchase
properly paid and(2)installed and configured by Northwoods. order for such services agreeing to pay for such services on a time and materials basis
i. "Documentation"means electronic on-line material,including user manuals,provided by at Northwoods then-current rates for such services,Northwoods may provide Onsite
Northwoods for the Covered Software and that relate to the functional,operational or Services at Licensee's facilities in connection with the correction of any Error(s)
performance characteristics of the Covered Software. involving the Covered Software that is not functioning in the Covered Environments,
j. "Error"or"Problem"when used in the context of the Covered Software operation shall or any Additional Environment(s).
mean a demonstrable instance of adverse and incorrect operation of the Covered b. Gold Level. Gold Level Support includes everything outlined in Section 2(a)(Silver Level)
Software that impacts Licensee's ability to utilize a function of the Covered Software:(1) above,plus the following:
as provided for in the current Documentation published by Northwoods;or(2)that was 1).Remote Support of Covered Database(s). Northwoods will provide remote,first line of
available prior to the report of the Error or Problem. support and troubleshooting for the support of any Covered Database. If,in the sole
k. "EULA"is defined in the Recitals to this Agreement. discretion of Northwoods,the issue requires escalation to the software manufacturer,
I. "Onsite Services"are Support Services provided by Northwoods on behalf of Licensee at Northwoods will act as a liaison between Licensee and the software manufacturer for
a Licensee-designated physical location other than the Northwoods offices or location. support and troubleshooting.
m. "Pagcgjej,Upgrgdefsj and Fixles1" means any and all new versions, improvements, 2).Remote Covered Operating System Support. Northwoods will provide remote,first line
modifications, upgrades, updates, fixes and additions to the Covered Software that of support and troubleshooting for the support of any Covered Operating System. If,
Northwoods commercially releases to its end users generally during the term of this in the sole discretion of Northwoods,the issue requires escalation to the software
Agreement to correct deficiencies or enhance the capabilities of the Covered Software, manufacturer,Northwoods will act as a liaison between Licensee and the software
together with updates of the Documentation to reflect such new versions,improvements, manufacturer for support and troubleshooting.
modifications,upgrades,fixes or additions;provided,however,that the foregoing shall 3).Remote Support of Covered Third Party Applications.Northwoods will provide remote,
not include new,separate product offerings,new modules,re-platformed software,new first line of support and troubleshooting for the support of any Covered Third Party
CtLi-NORMWOOOS` SOFTWARE SUPPORT AGREEMENT
Applications. If,in the sole discretion of Northwoods,the issue requires escalation to Covered DMS Software for which the manufacturer has ceased providing support.
the software manufacturer,Northwoods will act as a liaison between Licensee and the Further, except as otherwise explicitly provided for elsewhere, Northwoods is not
software manufacturer for support and troubleshooting. responsible for end user training or retraining,preventative support visits by Northwoods
4).Remote Support of Covered Hardware. Northwoods will provide remote,first line of technicians,forms creation services of any type,business process consulting,workflow
support and troubleshooting for the support of any Covered Hardware. If,in the sole lifecycle creation or modification,services to bring the system back to working order after
discretion of Northwoods,the issue requires escalation to the hardware manufacturer, changes have been made by anyone other than Northwoods to the system or supporting
Northwoods will act as a liaison between Licensee and the hardware manufacturer for systems, to the desktop image, to hardware, new operating systems, or repairs or
support and troubleshooting. adjustments necessitated by the moving of hardware. The exclusions outlined in this
S).OnSite Services. Upon the reasonable request of Licensee, and submission of a section are applicable to all levels of Software Support.
purchase order for such services agreeing to pay for such services on a time and 3. LICENSEE'S RESPONSIBILITIES.
materials basis at Northwoods then-current rates for such services,Northwoods may a. Operation of the Covered Software.Licensee acknowledges and agrees that it is solely
provide Onsite Services at Licensee's facilities in connection with the correction of any responsible for the.operation, supervision, management and control of the Covered
Error(s) involving the Covered Software that is not functioning in the Covered Software, including but not limited to providing training for its personnel, instituting
Environments,or any Additional Environment(s). appropriate security procedures and implementing reasonable procedures to examine
c. Platinum Level. Platinum Level Support includes everything outlined in Sections 2(a) and verify all output before use.In addition,Licensee is solely responsible for its data,its
(Silver Level)and 2(b)(Gold Level)above,plus the following: database,and for maintaining suitable backups of the data and database to prevent data
1)Onsite Services. Northwoods will provide first line remote support and troubleshooting loss in the event of any hardware or software malfunction.Northwoods shall have no
for all Covered Software, Covered Database Software,Covered Operating Systems, responsibility or liability for data loss regardless of the reasons for said loss.Northwoods
Covered Third Party Applications, and Covered Hardware. Should Northwoods be shall have no responsibility or liability for Licensee's selection or use of the Covered
unable to successfully resolve the issue remotely,however,Northwoods will,in its sole Software or any hardware,third party software or systems.
discretion,provide one or more support professionals to provide Onsite Services for b. Licensee's Implementation of Error Corrections and Patches,Upgrades and Fixes.In order
Licensee to actively resolve the issue.Onsite Services do not include installation,set to maintain the integrity and proper operation of the Covered Software,Licensee agrees
up,or testing of new equipment,operator training or re-training,or replacement of to implement,in the manner instructed by Northwoods,all Error corrections and Patches,
Consumable Items.Onsite Services generally will be available during the hours of 8:00 Upgrades and Fixes. Licensee's failure to implement any Error corrections or Patches,
a.m.to 5:00 p.m., in the time zone of Licensee, Monday through Friday,excluding Upgrades and Fixes of the Covered Software as provided in this Section 3(b)shall relieve
Northwoods holidays. Northwoods of any responsibility or liability whatsoever for any failure or malfunction of
2) Onsite Response Time. Northwoods or Northwoods' appointed Agents or the Covered Software,as modified by a subsequent Error correction or Patch,Upgrade
Subcontractors will use best efforts to provide timely response to all calls for service and Fix, but in no such event shall Licensee be relieved of the responsibility for the
from Licensee. For purposes of this Agreement,timely response will be defined as a payment of fees and charges otherwise properly invoiced during the term hereof.
Northwoods consultant arriving at the Licensee's designated site within four (4) c. $vstem Administrator.Licensee agrees to provide at least one(1)"System Administrator"
business operating hours(excluding travel time)(8:00am to 5:00pm in the time zone responsible for the administration,supervision,management,and control of the Covered
of Licensee,Monday through Friday,excluding Northwoods holidays)of Northwoods' Software. Licensee also agrees that all Covered Software support incidents raised by
determination that onsite support is required to address the Licensee's issues. This Licensee's personnel will be reported to the System Administrator,who will provide the
determination will be made by Northwoods exercising reasonable commercial initial research,investigation,and troubleshooting into the support incident.In the event
discretion. Exceptions to the 4-hour on-site response time include any unforeseen the support incident can be resolved without Northwoods,the System Administrator will
events prohibiting Northwoods from meeting the response time that are reasonable provide the support resolution to Licensee personnel. If, after initial research and
and beyond the control of Northwoods. investigation into a support question,the System Administrator determines there is an
3)Patches,Upgrades and Fixes. To the extent that there are major Patches,Upgrades or Error or Problem with the Covered Software,the System Administrator will report the
Fixes to the Covered Software that cannot be installed by Northwoods remotely,and Error or Problem to Northwoods. Licensee agrees that all communications regarding
upon request of Licensee,Northwoods will make available up to one(1)major Patch, Covered Software Errors and Problems will be between the System Administrator and
Upgrade or Fix per year to Licensee,will provide all professional services hours and Northwoods.
resources necessary for such installation, and will train up to two(2)of Licensee's d. Notice and Documentation of Errors.Licensee shall give prompt notice of any Errors in
System Administrators on the new functionality of any such installation. the Covered Software discovered by Licensee,or otherwise brought to the attention of
4)Server Health Checks. Northwoods will conduct remote server checks on the memory Licensee, in accordance with Northwoods' then current defect reporting procedures.
capacity and general operation of Licensee's servers on a periodic (not less than Proper notice may include,without limitation, prompt telephonic or written notice to
monthly) basis and will communicate to Licensee's System Administrator concerns Northwoods of any alleged Error. If Northwoods requests, Licensee agrees to provide
over the health of Licensee's servers. written documentation of Errors to substantiate them and to assist Northwoods in the
5)Annual Assessment. Licensee will receive a scheduled,annual visit by Northwoods' detection and correction of said Errors.
support manager or designee to assess Licensee's satisfaction with Northwoods' e. Access to Premises and Systems.Licensee shall provide reasonable access to and use of
responsiveness to Licensee's needs and to respond to questions concerning the Licensee's premises,computer hardware,peripherals,Covered Software,and any other
Compass®Software Support Agreement. software as Northwoods deems necessary to diagnose and correct any Errors or to
d. Exclusions.Northwoods is not responsible for providing,or obligated to provide,Support otherwise provide Support Services.In addition,Licensee acknowledges and agrees that
Services or Patches,Upgrades and Fixes under this Agreement: (i)in connection with any a third party service provider may be retained by Northwoods to provide Error corrections
Errors or Problems that result in whole or in part from any alteration,revision,change, or other Support Services directly to Licensee and,accordingly,Licensee shall provide the
enhancement or modification of any nature of the Covered Software, including any same access directly to such service provider. Such right of access and use shall be
configuration of the Covered Software that was not undertaken by or authorized in provided at no cost or charge to Northwoods or the third party service provider.
writing in advance by Northwoods;(ii)in connection with any Error if Northwoods has f. Network Infrastructure. Licensee agrees to maintain all required network infrastructure
previously provided corrections for such Error,which correction Licensee chose not to to ensure persistent connectivity between Licensee's workstations and servers. This
implement; (iii) in connection with any Errors or problems that have been caused by includes necessary networking hardware and associated software configuration and
defects,alterations,revisions,changes,enhancements or modifications in the database, security settings.
operating system,third party software(other than third party software bundled with the g. Back-ups. Licensee agrees to perform daily back-ups of all application related systems,
Software by Northwoods),hardware or any system or networking utilized by Licensee; databases, and data files and to maintain current back-up copies of other pertinent
(iv)if the Covered Software or related software or systems have been subjected to abuse, systems and data files.
misuse,improper handling,accident or neglect;(v)if any party other than Northwoods 4. FEES,PAYMENTS,CURRENCY AND TAXES.
has provided any services in the nature of Support Services to Licensee with respect to a. Annual Support Fees. Licensee shall pay to Northwoods annual support fees in the
the Covered Software;(vi)in connection with any Errors or Problems that occur in any amounts invoiced by Northwoods.
non-production environment, unless Licensee has elected to pay for additional 1) Initial Software.The Invoice that will be provided pursuant to this Agreement shall set
environment support. Any upgrades,support,or troubleshooting requested for a non- forth the aggregate invoice amounts for initial annual support fees for each Covered
production environment for which Licensee has not paid additional environment fees is Software module(s)initially licensed,and for all Covered Software modules initially
available at the sole discretion of Northwoods and Northwoods reserves the right to bill licensed in the aggregate.Licensee shall be required to submit a purchase order for
for any such request on a time and materials basis at Northwoods then-current rates;(vii) this Agreement, in the amount of the initial annual support fees due hereunder,
where applicable,in connection with any hardware systems,operating systems,database simultaneously with Licensee's submission of its purchase order for the license of the
systems, network operating systems, hardware drivers, or any software or hardware Covered Software under the EULA.
unless specifically "covered" by this Agreement and by the relevant Support Level 2)Additional Software.Northwoods shall invoice Licensee for annual support fees for all
pursuant to the defined terms hereinabove including, but not limited to, Citrix and Covered Software modules that Licensee additionally licenses under the EULA
Kerberos environments; or (viii) in connection with any Covered Hardware, Covered promptly upon acceptance of Licensee's purchase order for the purchase of Support
Database Software,Covered Operating Systems,Covered Third Party Applications,and Services for such Covered Software.
CONFIDENTIAL 2 of 5
Ftie w S' SOFTWARE SUPPORT AGREEMENT
3) Renewal Periods. Northwoods shall invoice Licensee for annual support fees for conform to this limited warranty, Northwoods' sole obligation, and Licensee's sole
renewal terms at least sixty(60)days prior to the end of the then-current term. remedy,shall be for Northwoods to use commercially reasonable efforts to re-perform
4) Time and Materials Charges.Notwithstanding anything to the contrary,if Licensee the nonconforming Support Services in an attempt to correct the nonconformity. If
requests:(1)Support Services that Northwoods is not obligated to provide based on Northwoods is unable to correct such nonconformity after a reasonable period of time,
the level of support purchased by Licensee,and Northwoods agrees to provide such Licensee's sole and exclusive remedy shall be termination of this Agreement in
requested Support Services notwithstanding the provisions of Section 2(d), then accordance with Section 7(b)(3)(B).This warranty specifically excludes non-performance
Licensee agrees that suchSupportServicesshall not be covered by the annual support issues caused as a result of any circumstances described in Section 2(d),incorrect data or
fees under Section 4(a). Licensee agrees to pay for such Support Services at incorrect procedures used or provided by Licensee or a third party,or failure of Licensee
Northwoods'standard time and materials rates.Northwoods shall invoice Licensee for to perform and fulfill its obligations under this Agreement or the EULA.
all time and materials charges hereunder. b. No Warranty of Patches,Upgrades and Fixes.The EULA shall govern any limited warranty
b. Incidental Costs and Expenses.Licensee shall be responsible for all incidental costs and or disclaimer relating to Patches,Upgrades and Fixes of the Covered Software provided
expenses incurred by Northwoods in connection with the performance of this Agreement. to Licensee under this Agreement,and no warranty is given under this Agreement with
Examples of incidental costs and expenses include, without limitation, all costs and respect to Patches,Upgrades and Fixes.
expenses for tools, supplies, accessories, media and other expendables purchased or c. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5(a),
otherwise used by Northwoods,on-line connection charges and out-of-pocket expenses NORTHWOODS MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY
incurred at Licensee's request,including but not limited to travel,meals and lodging SUPPORT SERVICES,ANY SOFTWARE OR ANY PATCHES,UPGRADES AND FIXES PROVIDED
expenses for Onsite Services.Northwoods shall invoice Licensee for all incidental costs UNDER THIS AGREEMENT. NORTHWOODS DISCLAIMS AND EXCLUDES ANY AND ALL
and expenses provided pursuant to Sections 2(a)(4)and 2(b)(S). OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT
c. Payments:Remedies. LIMITATION, WARRANTIES OF GOOD TITLE, WARRANTIES AGAINST INFRINGEMENT,
1)Annual Support Fees.Licensee shall pay all invoices for annual support fees in full net IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
thirty(30)days from the date of invoice. AND WARRANTIES THAT MAY BE DEEMED TO ARISE FROM ANY COURSE OF
2) Other Payments.Licensee shall pay all other invoices hereunder in full net thirty(30) PERFORMANCE,COURSE OF DEALING OR USAGE OF TRADE.NORTHWOODS DOES NOT
days from the date of invoice. WARRANT THAT ANY SUPPORT SERVICES,SOFTWARE OR PATCHES,UPGRADES AND FIXES
3)Remedies.All past due amounts shall bear interest at the rate of one and one-half PROVIDED WILL SATISFY LICENSEE'S REQUIREMENTS OR ARE WITHOUT DEFECT OR
percent(1.5%)per month(or,if lower,the maximum lawful rate)from the date due ERROR,OR THATTHE OPERATION OF ANY SOFTWARE OR PATCHES,UPGRADES AND FIXES
through the date that such past due amounts and such accrued interest are paid in full. WILL BE UNINTERRUPTED. NORTHWOODS DOES NOT ASSUME ANY LIABILITY
In the event of any default by Licensee in the payment of any amounts due hereunder, WHATSOEVER WITH RESPECT TO ANY THIRD PARTY HARDWARE,FIRMWARE,SOFTWARE
which default continues un-remedied for at least ten(10)calendar days after the due OR SERVICES.
date of such payment,Northwoods shall have the right to cease to provide any Support 6. LIMITATIONS OF LIABILITY.IN NO EVENT SHALL NORTHWOODS'AGGREGATE LIABILTY
Services and Upgrades and Enhancements to Licensee unless and until such default, UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNTS PAID BY LICENSEE TO
and any and all other defaults by Licensee hereunder,have been cured. NORTHWOODS UNDER THIS AGREEMENT DURING THE CURRENT TERM OF THIS
4) U.S.Dollars.All payments by Licensee to Northwoods shall be made in U.S.dollars. AGREEMENT. IN NO EVENT SHALL NORTHWOODS BE LIABLE FOR ANY INDIRECT,
d.Taxes and Governmental Charges.In addition to any and all other payments required to INCIDENTAL,SPECIAL OR CONSEQUENTIAL DAMAGES,INCLUDING BUT NOT LIMITED TO
be made by Licensee hereunder,Licensee shall pay all taxes and governmental charges, ANY LOST PROFITS,LOST SAVINGS, BUSINESS INTERRUPTION DAMAGES OR EXPENSES,
foreign, federal, state, local or otherwise (other than income or franchise taxes of THE COSTS OF SUBSTITUTE SOFTWARE OR SERVICES,LOSSES RESULTING FROM ERASURE,
Northwoods), however designated, which are levied or imposed by reason of the DAMAGE,DESTRUCTION OR OTHER LOSS OF FILES,DATA OR PROGRAMS OR THE COST
transactions contemplated by this Agreement,including but not limited to sales and use OF RECOVERING SUCH INFORMATION, OR OTHER PECUNIARY LOSS, EVEN IF
taxes,excise taxes and customs duties or charges.Licensee agrees to make any and all NORTH WOODS HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR LOSSES.
required tax payments directly to the appropriate taxing authority. THIS LIMITATION INCLUDES ANY LOSS RESULTING FROM SERVER FAILURE THAT WAS NOT
e. Support Fee Increases. DIAGNOSED DURING A SERVER HEALTH CHECK CONDUCTED BY NORTHWOODS.
1)Silver Level. Northwoods will increase annual support fees for each renewal term, 7. TERM,RENEWAL AND TERMINATION.
provided that such increase for Compass software will not exceed,in the aggregate, a. Term.Subject to the early termination provisions of Section 7(b),the initial term of this
the greater of(A)the annual support fee for the immediately preceding renewal term Agreement(the"Initial Term")shall commence on the day that Northwoods issues to
increased by the percentage increase in the Consumer Price Index(CPI)(as published Licensee license codes for the Covered Software modules licensed by Licensee under the
by the United States Department of Labor,Bureau of Labor Statistics)for the 12-month EULA and shall expire on the first anniversary of such date.Except as otherwise provided
period preceding the renewal date,or(B)the annual support fee for the immediately in Section 7(c)(3)below,the Agreement will automatically renew for consecutive one(1)
preceding renewal term increased by three and one-half percent(3 A%). year terms upon the payment by Licensee of the next year's Software Support fee.
2) Gold Level. For a period of three(3)years following the execution of this Agreement, b. Early Termination.
provided Licensee remains current on its payments at the Gold Level,Northwoods will 1)Automatic.This Agreement shall terminate automatically,without any other or further
not increase the support fees payable under this Agreement for Compass software.At action on the part of either of the parties,immediately upon any termination of the
the end of the initial three (3) year term, and every three (3) years thereafter, EULA.
Northwoods will increase the support fee in an amount that is the greater of(A)the 2) By Northwoods for Cause. Northwoods shall be entitled to give written notice to
annual support fee for the immediately preceding renewal term increased by the Licensee of any breach by Licensee or other failure by Licensee to comply with any
percentage increase in the Consumer Price Index(CPI)(as published by the United material term or condition of the EULA or this Agreement,specifying the nature of
States Department of Labor, Bureau of Labor Statistics) for the 12-month period such breach or non-compliance and requiring Licensee to cure the breach or non-
preceding the renewal date, or (B) the annual support fee for the immediately compliance.If Licensee has not cured,or commenced to cure(if a cure cannot be
preceding renewal term increased by three and one-half percent(3 N%). performed within the time period set forth below), the breach or non-compliance
3)Platinum Level.For a period of five(5)years following the execution of this Agreement, within(A)in the case of non-payment,any breach of Section 1 of the EULA,or any
provided Licensee remains current on its payments at the Platinum Level,Northwoods breach of Section 3 of this Agreement,ten(10)calendar days after receipt of such
will not increase the support fees payable under this Agreement for Compass software. written notice,or(B)in the case of any other breach or non-compliance,twenty(20)
At the end of the initial five (5) year term, and every five (5) years thereafter, business days after receipt of such written notice, Northwoods shall be entitled, in
Northwoods will increase the support fee in an amount that is the greater of(A)the addition to any other rights it may have hereunder,or otherwise at law or in equity,to
annual support fee for the immediately preceding renewal term increased by the immediately terminate this Agreement.
percentage increase in the Consumer Price Index(CPI)(as published by the United 3) By Licensee.
States Department of Labor, Bureau of Labor Statistics) for the 12-month period A)For Convenience.Licensee may terminate this Agreement at any time,for any
preceding the renewal date, or (B) the annual support fee for the immediately reason,upon not less than sixty(60)days advance written notice to Northwoods.
preceding renewal term increased by three and one-half percent(3 Y%). B)For Cause.Licensee shall be entitled to give written notice to Northwoods of any
4) Notwithstanding the above,any price increase by Northwoods'partners or suppliers breach by Northwoods or other failure by Northwoods to comply with any material
for software specifically"covered"under this agreement will be passed through to term or condition of this Agreement,specifying the nature of such breach or non-
Licensee regardless of Support Level. compliance and requiring Northwoods to cure the breach or non-compliance. If
5. LIMITED WARRANTY. Northwoods has not cured,or commenced to cure(if a cure cannot be performed
a. Limited Warranty of Services.Northwoods warrants that the Support Services shall be within the time period set forth below), the breach or non-compliance within
performed in a good and workmanlike manner and substantially according to industry twenty(20)business days after receipt of written notice,Licensee shall be entitled,
standards.In order to assert any claim that any Support Services fail to conform to this in addition to any other rights it may have under this Agreement,or otherwise at
limited warranty,Licensee must notify Northwoods in writing of such claim within thirty law or in equity,to immediately terminate this Agreement;and thereafter,so long
(30)days after the date the alleged non-conforming Services are completed.If,after such as Licensee has complied in all material respects with its obligations under the EULA
timely notice from Licensee, the Support Services in question are determined not to and this Agreement,and is current on all payment obligations under the EULA and
CONFIDENTIAL 3 of 5
l'itikr-NORNWCOS• SOFTWARE SUPPORT AGREEMENT
this Agreement, Licensee shall be entitled to a refund from Northwoods of the extension,and at least thirty(30)days prior to the effective date of termination,may
"unused portion of the annual support fees" for the then-current term of this terminate this Agreement,
Agreement.For these purposes,the"unused portion of the annual support fees" 9. NOTICES.Unless otherwise agreed to by the parties in a writing signed by both parties,
shall mean that portion of the annual support fees paid by Licensee with respect to all notices required under this Agreement shall be deemed effective: (a)when sent
the term of this Agreement during which such termination of this Agreement is and made in writing by either(1)(A)registered mail,(B)certified mail,return receipt
effective,equal to the total of such annual support fees multiplied by a fraction,the requested,or(C)overnight courier,in any such case addressed and sent to the address
numerator of which shall be the number of calendar months during the then- set forth herein and to the attention of the person executing this Agreement an behalf
current term of this Agreement that remain until the end of such then-current term, of that party or that person's successor,or to such other address or such other person
commencing with the calendar month after the calendar month in which such as the party entitled to receive such notice shall have notified the party sending such
termination is effective,and the denominator of which shall be the total number of notice of;or(2)facsimile transmission appropriately directed to the attention of the
calendar months in such then-current term determined without regard to such person identified as the appropriate recipient and at the appropriate address under
termination. (a)(1)above,with a copy following by one of the other methods of notice under(a)(1)
C)Non-Renewal.Licensee may elect not to renew this Agreement at the end of the above;or(b)when personally delivered and made in writing to the person and address
then-current term of this Agreement by written notice to Northwoods on or prior identified as appropriate under(a)(1)above.
to the date payment is due under Section 4(c)(1)of Northwoods'invoice for annual 10 GENERAL PROVISIONS.
support fees for the next succeeding renewal term of this Agreement, a, Jurisdiction.This Agreement and any claim,action,suit,proceeding,or dispute arising out
4) By Either Party in Accordance with Section 8. Either party may terminate this of this Agreement shall in all respects be governed by,and interpreted in accordance with,
Agreement in accordance with the procedures set forth in Section 8. the substantive laws of the State of Colorado without regard to its conflicts of laws
c. Effect of Termination. provisions.Venue and jurisdiction for any action,suit,or proceeding arising out of this
1)Payments. Notwithstanding any termination of this Agreement, Licensee shall be Agreement shall vest exclusively in the federal or state courts of general jurisdiction
obligated to pay Northwoods for(A)all Support Services provided on a time and in Weld County,Colorado.
materials basis in accordance with this Agreement at any time on or prior to the b. Interpretation. Headings used in this Agreement are for reference and convenience
effective date of termination;(8)all annual support fees due with respect to any period purposes only and shall not in any way limit or affect the meaning or interpretation of any
commencing prior to the effective date of termination;and(C)all incidental costs and of the terms hereof.All defined terms in this Agreement shall be deemed to refer to the
expenses incurred by Northwoods at any time on or prior to the effective date of masculine, feminine, neuter, singular or plural, in each instance as the context or
termination.All such payments shall be made in accordance with Section 4,which shall particular facts may require.Use of"hereunder,""herein,""hereby"and similar terms
survive any such termination for these purposes. refer to this Agreement.
2)Survival of Obligations. The termination of this Agreement will not discharge or c, Waiver.No waiver of any right or remedy on one occasion by either party shall be deemed
otherwise affect any pre-termination obligations of either party existing under the a waiver of such right or remedy on any other occasion.
Agreement at the time of termination.The provisions of this Agreement which by their d. Integration.This Agreement,including any and all exhibits and schedules referred to
nature extend beyond the termination of the Agreement will survive and remain in herein or therein,sets forth the entire agreement and understanding between the parties
effect until all obligations are satisfied,including,but not limited to,Sections 2(a)(3) pertaining to the subject matter and merges all prior discussions between them on the
and 2(c)(3)(as they relate to title and ownership),Section 4(d),Section 5(c),Section 6, same subject matter.Neither of the parties shall be bound by any conditions,definitions,
Section 7,Section 9 and Section 10.No action arising out of this Agreement,regardless warranties,understandings or representations with respect to the subject matter other
of the form of action,may be brought by Licensee more than one(1)year after the than as expressly provided in this Agreement.This Agreement may only be modified by a
date the action accrued. written document signed by duly authorized representatives of the parties. This
3)Reinstatement of Agreement.In the event of the termination of this Agreement by Agreement shall not be supplemented or modified by any course of performance,course
Licensee under Section 7(b)(3)(C)(Non-Renewal),Licensee may at any time after the of dealing or trade usage.Variance from or addition to the terms and conditions of this
effective hate of such termination elect to reinstate this Agreement in accordance with Agreement in any purchase order or other written notification or documentation,from
this Section 7(c)(3).To obtain reinstatement,Licensee shall deliver written notice to Licensee or otherwise,will be of no effect unless expressly agreed to in writing by both
such effect to Northwoods,together with payment in full of: (A)annual support fees, parties. This Agreement will prevail over any conflicting stipulations contained or
based upon Northwoods'Annual Support Fee Schedule in effect as of the time of such referenced in any other document.
reinstatement,for all periods(as determined under Section 7(a)as if the Agreement e. Binding Agreement and Assignment.This Agreement shall be binding upon and shall inure
had not been terminated under Section 7(b)(3)(C)) that have elapsed from the to the benefit of the parties and their respective successors and permitted
effective date of such termination through the effective date of such reinstatement; assigns. Northwoods may assign this Agreement or its rights or obligations under this
and(B)an amount equal to one hundred ten percent(110%)of the annual support Agreement,in whole or in part,to any other person or entity.Licensee may not assign this
fee,based upon Northwoods'Annual Support Fee Schedule in effect as of the time of Agreement or its rights or obligations under this Agreement,In whole or in part,to any
such reinstatement, for the renewal term of this Agreement commencing on the other person or entity without the prior written consent of Northwoods.Any change
effective date of such reinstatement.Any reinstatement under.this Section 7(c)(3)shall in control of Licensee resulting from an acquisition, merger or otherwise shall
be effective as of the first business day after Northwoods has received the notice of constitute an assignment under the terms of this provision.Any assignment made
reinstatement and all payments required to be made hereunder in connection with without compliance with the provisions of this Section 10(e)shall be null and void and of
such reinstatement.The renewal term commencing with the effective date of this no force or effect.
Agreement shall be for a period ending on the first annual anniversary of such effective f. Severability.In the event that any term or provision of this Agreement is deemed by a
date;and thereafter the term of this Agreement shall be renewed:(i)at the end of court of competent jurisdiction to be overly broad in scope, duration or area of
such first renewal term,for a period of oneyear;and(ii)thereafter,annually on a year applicability,the court considering the same will have the power and is hereby authorized
by year basis. and directed to limit such scope,duration or area of applicability,or all of them,so that
EXCEPT AS EXPRESSLY PROVIDED BY THIS SECTION 7(cl(31.LICENSEE SHALL HAVE NO such term or provision is no longer overly broad and to enforce the same as so limited.
RIGHT TO REINSTATE THISAGREEMENT FOLLOWING THE TERMINATION THEREOF FOR Subject to the foregoing sentence,in the event any provision of this Agreement is held to
ANY REASON. be invalid or unenforceable for any reason,such invalidity or unenforceability will attach
8. FORCE MAJEURE.No failure, delay or default in performance of any obligation of a only to such provision and will not affect or render invalid or unenforceable any other
party to this Agreement(except the payment of money)shall constitute a default or provision of this Agreement.
breach to the extent that such failure to perform,delay or default arises out of a cause, g. Independent Contractor.The parties acknowledge that Northwoods is an independent
existing or future,beyond the control(including,but not limited to:action or inaction contractor and that it will be responsible for its obligations as employer for those
of governmental,civil or military authority;fire;strike,lockout or other labor dispute; individuals providing the Support Services.
flood; war; riot; theft; earthquake; natural disaster or acts of God; national h. Export. Licensee agrees to comply fully with all relevant regulations of the U.S.
emergencies; unavailability of materials or utilities; sabotage; viruses; or the act, Department of Commerce and all U.S.export control laws,including but not limited to
negligence or default of the other party)and without negligence or willful misconduct the U.S.Export Administration Act,to assure that the Patches,Upgrades and Fixes are not
of the party otherwise chargeable with failure,delay or default.Either party desiring exported in violation of United States law.
to rely upon any of the foregoing as an excuse for failure, default or delay in i. Injunctive Relief.The parties to this Agreement recognize that a remedy at law for a
performance shall,when the cause arises,give to the other party prompt notice in breach of the provisions of this Agreement relating to confidential information and
writing of the facts which constitute such cause;and,when the cause ceases to exist, intellectual property rights will not be adequate for Northwoods' protection and,
give prompt notice of that fact to the other party.This Section 8 shall in no way limit accordingly,Northwoods shall have the right to obtain,in addition to any other relief and
the right of either party to make any claim against third parties for any damages remedies available to it,specific performance or injunctive relief to enforce the provisions
suffered due to said causes.If any performance date by a party under this Agreement of this Agreement.
is postponed or extended pursuant to this Section 8 for longer than ninety (90)
calendar days,the other party,by written notice given during the postponement or
CONFIDENTIAL 4 of 5
Exhibit B
iti-eNORMWOODS'
Compass®SOFTWARE END USER LICENSE AGREEMENT
IMPORTANT-READ CAREFULLY g. Licensee may not make any use of the Disaster Recovery System in a production
This Compass' Software End User License Agreement ("EULA") is made and entered environment concurrently with the operation of any other copy of the Software in a
into this loth day of [Werner_ , 202L, by and between Northwoods production environment.
Consulting Partners, Inc., an Ohio corporation with its principal offices at 5200 Rings h. From time to time Northwoods may make"beta"copies of prospective new versions of
Road, Dublin, Ohio 43017, USA, (the Licensor, hereinafter "Northwoods"), and the the Software or of potential new software modules ("Beta Software") available for
company, person or entity executing this Agreement as the "Licensee" in the space Licensee's use in the Test System and Licensee may elect to license and use the Beta
provided below(hereinafter"Licensee"): Software in the Test System.LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT ANY
BETA SOFTWARE IS A PRE-RELEASE VERSION ONLY,15 STILL UNDERGOING TESTING AT
Licensee's Name: Weld County Government NORTH WOODS AND IS NOT A NORTHWOODS COMMERCIALLY RELEASED PRODUCT.
Licensee's Address: 1150"0"Street Except for the provisions of Section S(a),(b)and(c)and Section 7 of this EULA,which
Greeley,Cnlnrarin R0631 shall not apply with respect to any Beta Software,Licensee acknowledges and agrees
that all Beta Software delivered in accordance with this paragraph shall be considered to
be"Software"for all purposes of this EULA.Notwithstanding anything to the contrary,
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and as to any Beta Software,this EULA and the limited license granted hereby will terminate
intending to be legally bound,the parties hereto agree as follows: on the earliest of:(a)ten(10)days after the date of delivery by either party to the other
1. LICENSE. party of written notice of termination of the beta testing period for such Beta Software;
a. Software licensed,not sold,far use pursuant to the EULA("Software"): or(b) the date of Northwoods'commercial release of the final version of such Beta
1)Compass-branded Software modules with respect to which Licensee properly submits Software for licensing to its end users generally.Upon expiration or other termination of
a written purchase order to,and pays Software license fees to, Northwoods or its such period,Licensee immediately shall discontinue any and all use of the Beta Software
authorized solution provider. All such modules listed on Northwoods' invoices and related documentation and remove or permit Northwoods to deactivate the Beta
submitted to Licensee shall, upon payment in full of the Software license fees, Software.The termination of this EULA,as to any Beta Software,shall not affect the
automatically be deemed to be added to the Software described in this EULA, continuation of this EULA as to any other Software that has been licensed and is in use
whether or not the parties actually amend this EULA. by Licensee in accordance with the terms of this EULA.
2)All"Upgrades or Enhancements"to the Software described in paragraph(1)above i. From time to time Licensee may elect to evaluate certain Compass®software modules
that Licensee properly obtains pursuant to the terms of a Software Maintenance that it has not licensed and does not currently use in its production environment
Agreement between Licensee and Northwoods or its authorized solution provider. ("Evaluation Software"),for the purpose of determining whether or not to purchase a
b. Subject to payment in full of the Software license fees,Northwoods grants to Licensee a production license of such Software modules. Evaluation Software is licensed for
perpetual(except as herein provided),non-exclusive,non-assignable(except as herein Licensee's use in Licensee's Test System.Except for the provisions of Section 5(a),(b)
provided),limited license to the Software detailed in subsection(a)above,in machine- and(c)and Section 7 of this EULA,which shall not apply with respect to any Evaluation
readable object code form only, solely for use by Licensee internally, and only for Software,Licensee acknowledges and agrees that all Evaluation Software delivered in
capturing,storing,processing and accessing Licensee's own data,and not for use for the accordance with this paragraph shall be considered to be"Software"for all purposes of
processing of third-party data as a service bureau, application service provider or this EULA.Notwithstanding anything to the contrary,as to any Evaluation Software,this
otherwise.Licensee shall not make any use of the Software in any manner not expressly EULA and the limited license granted hereby will terminate on the earliest of:(a)thirty
permitted by this EULA. (30)days after the date such Software is activated for use in Licensee's Test System;or
c. Licensee acknowledges that each module of the Software is licensed for a specific type (b)immediately upon the delivery of written notice to such effect to Licensee. Upon
of use,such as concurrently or on a specified workstation or by a specified individual expiration or other termination of such period, Licensee immediately shall either(y)
and that the Software controls such use.Use of software or hardware that reduces the discontinue any and all use of the Evaluation Software and related documentation and
number of clients directly accessing or utilizing the Software (sometimes called remove or permit Northwoods to deactivate the Evaluation Software; or (z) deliver
"multiplexing" or "pooling" software or hardware) does not reduce the number of payment in full of the license price that has been agreed upon for such Software to
Software licenses required.The required number of Software licenses would equal the Northwoods(if Licensee purchases licenses for Software directly from Northwoods)or
number of distinct inputs to the multiplexing or pooling software or hardware.Licensee to Northwoods' authorized solution provider (if Licensee purchases licenses for
is prohibited from using any software other than the Software Client modules or Software through such authorized solution provider), and confirm in writing to
Software API modules to access the Software or any data stored in the Software Northwoods that such Evaluation Software is added as additional Software licensed for
database for any purpose other than generating reports or statistics regarding system Licensee's use in its production environment and Licensee's Test System under this
utilization,unless Northwoods has given its prior written consent to Licensee's use of EULA.The termination of this EULA as to any Evaluation Software shall not affect the
such other software and Licensee has paid to Northwoods Software license fees with continuation of this EULA as to any other Software that has been licensed and is in use
respect to such access to the Software or data stored in the Software database in by Licensee in accordance with the terms of this EULA.
accordance with Northwoods'licensing policies applicable to the Software modules that j. Upon expiration or other termination of any period of use of any Beta Software or of
provide access to the Software application modules and data stored in the Software any Evaluation Software that Licensee elects not to purchase a license for use in
database. Licensee's production environment under this EULA,Licensee agrees that it will provide
d. Licensee shall be entitled to use one (1) production copy of each Software module to Northwoods remote access to Licensee's systems an which such Beta Software or
licensed.In addition, Licensee shall be entitled to license: one(1) additional copy of such Evaluation Software is installed for the limited purpose of permitting Northwoods
each Software module licensed for customary remote disaster recovery purposes to deactivate such Software.
("Disaster Recovery System"); and one (1) additional copy of each Software module 2. OWNERSHIP.Northwoods owns the Software,including,without limitation,any and all
licensed to be used exclusively in a non-production environment and solely for the worldwide intellectual property rights,copyrights, patents, trade secrets,trademarks
purposes of experimenting, development, integrating and testing the Software and and proprietary and confidential information rights in or associated with the Software.
training Licensee's employees on the Software("Test System"). Northwoods reserves The Software is protected by copyright laws and international copyright treaties,as well
the right to further define the permitted use(s)and/or restrict the use(s)of the Test as other intellectual property laws and treaties.No ownership rights in the Software are
System. NORTHWOODS MAKES NO WARRANTIES WITH RESPECT TO ANY SOFTWARE transferred to Licensee. Licensee agrees that nothing in this EULA or associated
USED IN ANY NON-PRODUCTION SYSTEM AND PROVIDES THE SOFTWARE "AS IS." documents gives it any right,title or interest in the Software, except for the limited
Licensee's sole recourse in the event of any dissatisfaction with any Software used in express rights granted in this EULA.
any non-production system is to stop using such Software and return It to Northwoods. 3. INSTALLATION. Licensee may retain Northwoods or the Northwoods authorized
Licensee shall not make additional copies of the Software. solution provider through which Licensee orders the Software to provide installation
e. Licensee agrees: (1) not to remove,obscure, make illegible, or alter any Northwoods, services. If Northwoods is retained, the parties will enter into a separate Purchase
Compass or other proprietary notices,trademarks,logos,or copyrights in the Software Agreement or other contract governing the procurement and performance of such
from any packaging or documentation;(2)not to distribute,reproduce, sell,transfer, services.Unless otherwise provided for in the Purchase Agreement or other contract,
rent,lease or sub-license the Software or documentation to any third party;(3)not to Licensee is responsible for hardware and non-licensed software for the installation,
alter or modify the Software; (4) not to reverse engineer, disassemble, decompile or operation and support of the Software.
attempt to derive source code from the Software, or prepare derivative works 4. LICENSEE OBLIGATIONS.Licensee acknowledges and agrees that it is solely responsible
therefrom;and(5)not to publish to a third party any results of benchmark tests run on for the operation,supervision,management and control of the Software,including but
the Software without Northwoods'prior,written consent. not limited to providing training for its personnel, instituting appropriate security
f. Licensee may not assign,transfer or sublicense all or part of this EULA without the prior procedures and implementing reasonable procedures to examine and verify all output
written consent of Northwoods. before use,In addition,Licensee is solely responsible for its data,its database and for
maintaining suitable backups of the data and database to prevent data loss in the event
of any hardware or software malfunction.
CONFIDENTIAL 1 of 2
att NOR¶-iWOOD$' COMPASS®SOFTWARE END USER LICENSE AGREEMENT
5. LIMITED WARRANTY. 10. TERMINATION. Northwoods may terminate this EULA immediately and any license to
a. For a period of sixty(60) days from the date of first installation of the Software at use the Software will automatically terminate without notice if Licensee fails to comply
Licensee's site,Northwoods warrants to Licensee that the media on which the Software with any provision of this EULA.Upon termination of this EULA for any reason,including,
is distributed are free from defects in materials and in workmanship. but not limited to,those specified in this Section 10 or in Sections 5 or 8,Licensee shall
b. 1) For a period of sixty (60) days from the Maintenance Commencement Date (as immediately: (a) discontinue any and all use of the Software and related
defined below),Northwoods warrants to Licensee that the Software,when properly documentation;(b)return the Software and any related documentation to Northwoods;
installed and properly used,will operate substantially in accordance with the user and (c)certify in writing to Northwoods that Licensee has completed the preceding
documentation published by Northwoods related to the Software that is included actions.The obligations of Licensee under the preceding sentence and all disclaimers
with the Software, including user manuals, and that relates to the functional, of warranties and limitations of liability set forth in this EULA shall survive any
operational or performance characteristics of the Software("Documentation").The termination.
terms of this warranty shall not apply to,and Northwoods shall have no liability for, 11. DISCLAIMER OF AGENCY.This EULA does not constitute a partnership agreement,nor
any non-conformity related to any Software that has been:(i)modified by Licensee does it authorize Northwoods or the Licensee to serve as the legal representative or
or a third party;(ii)used in combination with equipment or software other than that agent of the other. Neither party hereto will have any right or authority to assume,
which is consistent with the Documentation;or(iii)misused or abused.Northwoods create,or incur any liability or any obligation of any kind,express or implied,against,
does not warrant that the functions contained in the Software will meet Licensee's in the name of,or on behalf of the other party.
requirements or that the operation of the Software will be uninterrupted or error 12. SEVERABILITY.In the event that a court of competent jurisdiction determines that any
free. portion of this EULA is unenforceable, it shall not affect any other provisions of this
2) For purposes of this warranty,the term"Maintenance Commencement Date"as to EULA,
any Software means the first date that:(i)a copy of the Software has been delivered 13. NOTICE.All notices,requests or other communications required to be given pursuant to
to Licensee(either by shipment of media containing the Software,downloading of this EULA shall be in writing,shall be addressed to the recipient party at its principal
the Software onto Licensee's systems in connection with the installation of the place of business or to such other address as the recipient party may direct in writing,
Software,or the Software being made available for download by Licensee from a web and shall be personally delivered or sent by certified or registered U.S. mail, return
site identified to Licensee);and(ii)license codes or a Software certificate necessary receipt requested,or by prepaid commercial overnight courier.All notices,requests or
for Licensee to activate the Software for use have been delivered to Licensee or other communications delivered as specified herein shall be deemed to have been
made available for download by Licensee. given and received on the date personally delivered or on the date deposited in the
c. Licensee's sole and exclusive remedy for a breach of the express limited warranties U.S.mail or with the commercial overnight courier.
under paragraph(a)or(b)shall be as follows.Provided that,within the applicable 60- 14. GOVERNING LAW.The laws of the State of Colorado shall govern this EULA,without
day period,Licensee notifies Northwoods in writing of the non-conformity,Northwoods regard to the conflict of laws principles thereof.The parties mutually agree that
will either:(1)repair or replace the non-conforming media or Software,which in the the 1980 United Nations Convention on Contracts for the International Sale of
case of the Software may include the delivery of a commercially reasonable workaround Goods, as amended,shall not be applicable with respect to this EULA.Licensee agrees
for the non-conformity;or(2)if Northwoods determines that repair or replacement of that it will not export or re-export,directly or Indirectly,the Software to destinations
the non-conforming media or Software is not commercially practicable,then terminate prohibited by the U.S.Department of Commerce in accordance with the U.S.Export
this EULA with respect to the Software associated with the non-conforming media or Administration Regulations.
with respect to the non-conforming Software, in which event, upon compliance by 15. JURISDICTION. This Agreement and any claim, action, suit, proceeding, or dispute
Licensee with its obligations under Section 9,Northwoods will refund any portion of the arising out of this Agreement shall in all respects be governed by,and interpreted in
Software license fees paid prior to the time of such termination with respect to such accordance with,the substantive laws of the State of Colorado without regard to its
Software. conflicts of laws provisions. Venue and jurisdiction for any action,suit,or proceeding
d. NORTHWOODS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR arising out of this Agreement shall vest exclusively in the federal or state courts
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF of general jurisdiction in Weld County;Colorado.
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY 16. ENTIRE AGREEMENT.This EULA(including the exhibits and schedules attached hereto)
STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF constitutes the entire agreement and understanding of the parties with respect to the
TRADE.LICENSEE SPECIFICALLY ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE subject matter hereof and supersedes all prior and contemporaneous agreements,
SOFTWARE TO ACHIEVE ITS BUSINESS OBJECTIVES. documents and proposals,oral or written, between the parties with respect thereto.
e. No oral or written information given by Northwoods, its agents, or employees shall This EULA may be amended or modified only by an agreement in writing signed by
create any additional warranty. No modification or addition to this warranty is each of the parties and may not be modified by course of conduct.
authorized unless it is set forth in writing,references this EULA,and is signed on behalf 17. U.S.,STATE AND LOCAL GOVERNMENT END USERS.The terms and conditions of this
of Northwoods by a corporate officer. EULA shall pertain to the Government's use and/or disclosure of the Software,and shall
6. LIMITATION OF LIABILITY. IN NO CASE SHALL NORTHW000S' LIABILITY EXCEED THE supersede any conflicting contractual terms or conditions.By accepting the terms of
AMOUNT OF THE SOFTWARE LICENSE FEES ACTUALLY PAID BY LICENSEE.IN NO EVENT this EULA and/or the delivery of the Software,the Government hereby agrees that
WILL NORTHWOODS OR ITS DIRECT OR INDIRECT SUPPLIERS BE LIABLE FOR ANY the Software qualifies as "commercial" computer software within the meaning of
INDIRECT,SPECIAL, INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES OR OTHER ALL federal,state and local acquisition regulation(s)applicable to this procurement and
PECUNIARY LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY that the Software is developed exclusively at private expense.If this license fails to
USE OR INABILITY TO USE THE SOFTWARE,EVEN IF NORTHW000S OR SUCH SUPPLIERS meet the Government's needs or is inconsistent in any respect with federal,state or
HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES.NORTHWOODS AND ITS local law,the Government agrees to return this Software to Northwoods.In addition to
SUPPLIERS ARE NOT RESPONSIBLE FOR ANY COSTS INCLUDING,WITHOUT LIMITATION, the foregoing,where DEARS is applicable, use, modification, reproduction,
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR release, display, or disclosure of the Software or documentation by the Government
INFORMATION,THE COST OF RECOVERING SUCH DATA OR INFORMATION,THE COST OF is subject solely to the terms of this EULA, as stated in DFARS 227.7202, and the
SUBSTITUTESOFTWARE,OR CLAIMS BY THIRD PARTIES, terms of this EULA shall supersede any conflicting contractual term or conditions.
7. MAINTENANCE.Licensee may purchase software support services from Northwoods or
the Northwoods authorized solution provider through which Licensee has ordered the
Software pursuant to the terms of a separate Software Support Agreement.
8. INVOICES AND PAYMENTS.An invoice will be provided to the Licensee within ten(10)
business days from the date the software is delivered to the Licensee and will be due
payable within thirty(30)days after receipt of invoice. Failure to remit payment within
thirty(30)days may result in the termination of this EULA.
9. AUDIT RIGHTS. Northwoods may audit the records of Licensee to ensure compliance
with the terms of this EULA. Northwoods,or its authorized solution provider,will notify
Licensee in writing at least ten(10)business days prior to any such audit.Licensee will
cooperate by providing access to any books,computers,records,or other information
that relate or may be related to use of the Licensed Software. Any such audit will be
conducted during Licensee's regular business hours at Licensee's offices and will not
interfere unreasonably with Licensee's business activities. If an audit reveals
unauthorized use, reproduction, distribution or other exploitation of the Licensed
Software,then Licensee will promptly reimburse Northwoods or its authorized solution
provider for the cost of such audit, in addition to the underpaid license fees, any
associated fees for Maintenance and Support,and any other such rights and remedies
as Northwoods may have.
CONFIDENTIAL 2 of 2
EXHIBIT C
NORTHWOODS'
Northwoods Consulting Partners,Inc.
5200 Rings Rd
Suite 100
Dublin,OH 43017
Bill To:
Weld County DHS(CO) Invoice#:SIN004355
315 N. 11th Avenue
Greeley,CO 80631 Invoice Date:12/1/2025
Customer ID:1009
PO#:
Due Date:12/31/2025
Description Quantity Amount
OnBase Integration for Microsoft Outlook Support 1 $3,025.05
OnBase Bar Code Recognition Server Support 1 $1,511.45
OnBase Advanced Capture Support 1 $7,563.70
OnBase Full-Text Search Support 1 $5,510.45
OnBase Exception Reports Support 1 $1,211.53
OnBase ICR Support for Advanced Capture Support 1 $1,511.45
Compass Appointments Support 200 $37,891.35
Compass Capture Desktop Support 11 $3,990.96
Compass People Support 1 $2,443.64
OnBase Application Enabler Support 1 $6,051.18
OnBase Concurrent Client Support 118 $48,886.70
OnBase Distributed Disk Services Support 1 $1,511.45
OnBase EDM Services Support 1 $1,511.45
OnBase Multi-User Server Support 1 $2,419.83
On Base Named User Client Support 17 $3,599.10
OnBase Report Services Support 1 $1,511.45
OnBase Unity Client Server Support 1 $3,025.05
OnBase Unity Integration Toolkit Support 1 $3,025.05
OnBase Virtual Print Driver Support 1 $1,511.45
OnBase Workflow Named User Client SL Support 16 $6,774.65
OnBase Workflow Workstation Client SL Support 1 $424.63
OnBase Document Import Processor Support 1 $1,511.45
OnBase Production Document Imaging(Kofax or Twain)Support 3 $3,327.13
OnBase Workflow Concurrent Client SL Support 118 $61,468.85
Annual Support Renewal—1/1/2026-12/31/2026(SILVER). Please note to avoid interruption of your
support coverage,and to avoid any late payment fees for the OnBase software portion of this renewal,
payment must be received by Northwoods by 12/31/2025.Support prices are subject to an annual
increase.
For Questions regarding this invoice: Subtotal $211,219.00
Email:accountsreceivablepteamnorthwoods.com Tax $0.00
Phone:614-781-7800 Payment/Credits $0.00
Total $211,219.00
Amount Due $227,908.00,
After 12/31/2025
For ACH payments, remit to:
Bank Name:Huntington National Bank
Account Number:01891768819
ABA Number:044000024
SIGNATURE REQUESTED: Weld/Northwoods
Professional Services Agreement 2026
Final Audit Report 2025-12-03
Created: 2025-12-01
By: Sara Adams(sadams@weld.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAFLvkRPnl7VoXQhVSwwEDxEm4QU710Z1w
"SIGNATURE REQUESTED: Weld/Northwoods Professional Se
rvices Agreement 2026" History
,t Document created by Sara Adams(sadams@weld.gov)
2025-12-01-8:34:28 PM GMT-IP address:204.133.39.9
El Document emailed to Dave Minning (dave.minning@teamnorthwoods.com)for signature
2025-12-01-8:37:38 PM GMT
t Email viewed by Dave Minning (dave.minning@teamnorthwoods.com)
2025-12-03-8:42:48 PM GMT-IP address:104.47.57.254
rE Document signing delegated to Erin Duffy(erin.duffy@teamnorthwoods.com) by Dave Minning
(dave.minning@teamnorthwoods.com)
2025-12-03-8:43:44 PM GMT-IP address:209.143.87.130
i Document signing delegated to Erin Duffy(erin.duffy@teamnorthwoods.com) by Dave Minning
(dave.minning@teamnorthwoods.com)
2025-12-03-8:43:44 PM GMT-IP address:209.143.87.130
E'-r Document emailed to Erin Duffy(erin.duffy@teamnorthwoods.com)for signature
2025-12-03-8:43:45 PM GMT
El Document emailed to Erin Duffy(erin.duffy@teamnorthwoods.com)for signature
2025-12-03-8:43:45 PM GMT
t Email viewed by Erin Duffy(erin.duffy@teamnorthwoods.com)
2025-12-03-8:55:03 PM GMT-IP address:107.5.5.148
t Email viewed by Erin Duffy(erin.duffy@teamnorthwoods.com)
2025-12-03-8:56:50 PM GMT-IP address: 107.5.5.148
Powered by
'r r Adobe
j"- Acrobat Sign
Contract Form
1,Entity Information
Entity Name* Entity ID* Q New Entity?
NORTHWOODS CONSULTING @00032609
PARTNERS INC
Contract Name* Contract ID Parent Contract ID
NORTHWOODS CONSULTING PARTNERS INC - 10120
PROFESSIONAL SERVICES AGREEMENT Requires Board Approval
Contract Lead* YES
Contract Status SADAMS
CTB REVIEW Department Project#
Contract Lead Email
sadams@weld.gov;cobbx
xlk@weld.gov
Contract Description*
NORTHWOODS CONSULTING PARTNERS, INC. - PROFESSIONAL SERVICES AGREEMENT. TERM: 1 /1 /2026
THROUGH 12/31 /2026.
Contract Description 2
PA ROUTING THROUGH THE NORMAL PROCESS. ETA TO CTB IS 1 2/2/2025.
Contract Type* Department Requested BOCC Agenda Due Date
AGREEMENT HUMAN SERVICES Dater 12/06/2025
12/10/2025
Amount* Department Email
1 $227,908.00 CM- Will a work session with BOCC be required?*
HumanServices@weld.gov NO
Renewable*
YES Department Head Email Does Contract require Purchasing Dept. to be
CM-HumanServices- included?
Automatic Renewal DeptHead@weld.gov
Grant County Attorney
IGA GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COU NTYATTORN EY@WEL
D.GOV
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
----- — '--' --
Contract Dates
Ernecnym Date Review Date*. Renewal Date*
10/31 /2026 12/31/2036
| Termination Notice Period
Committed Delivery Date Expiration Date
�
Contact Information
Contact Info
--- -------------------- ----------
�- -~�- �---1
\ Contact Name Contact Type Contact Email ��� �o� l Contact i
Purchasing
- '----- --� --�- |
Purchasing Approver Purchasing Approved Date
| |
Lpr0val Process
|
Department Head Finance Approver Legal Counsel
. ]AyN|EUL0[H RUSTY WILLIAMS BYRONHOVVELL
0HApproved Date Finance Approved Date Legal Counsel Approved Date
12/08/3025 12/08/2025 12/08/2025
r ---- -- ---- - - --- ------ --------- -
[Final Approval |
| BOCCAporoved Tyler Ref#
AGl2lO2S
BOCCG|gned Date
Originator
BOCC Agenda Date |
SADAMS '
l3/l0/Z82S
- -----'---' ----- |
------` ----- - -- ---- '
'
Hello