HomeMy WebLinkAbout20073061.tiff RESOLUTION
RE: APPROVE SITE LICENSE AND SERVICES AGREEMENT AND AUTHORIZE CHAIR TO
SIGN - VISIONLINK, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Site License and Services Agreement
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Social Services, and
VisionLink, Inc., commencing September 15, 2007, and ending September 15, 2009, with further
terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, ex-officio Board of Social Services, that the Site License and Services
Agreement between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Social Services, and
VisionLink, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 1st day of October, A.D., 2007, nunc pro tunc September 15, 2007.
BOARD OF COUNTY COMMISSIONERS
'mac ° WE COUNppTY, COLORADO
d��� cal
ATTEST: c /r r° •
' .::.r.m. 32 David E. Long, Chair /
Weld County Clerk to the Board/-1,. (
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` T•` William Jer e, r -Tem
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BY: Kir i '
Dep Cler the Boar (,
Wi ' m F. Garcia
APP AST : �. \9�
Robert D. Masden
ounty orney bas. 44b. cC-54Nne,11,4 e,--
ouglas ademacher
Date of signature: ID(/(e l/6)7
2007-3061
SS0034
(`r '. 5S C 3 c,-�S) /0 -/et-o 7
DEPARTMENT OF SOCIAL SERVICES
P.O. BOX A
GREELEY, CO. 80632
Website:www.co.weld.co.us
Administration and Public Assistance(970)352-1551
OFax Number(970)353-5215
•
COLORADO
MEMORANDUM
TO: David E. Long, Chair Date: September 27, 2007
>--cr. f. 0 Board of County Commissioners
t� LJJ
acs - FR: Judy A. Griego, Director, Social Services
c_,v) r" xJ
c.— c�_ O RE: Interagency Oversight Group and Weld County
Department of Social Services Site License & Services
W=U C7L Agreement with VisionLink
Enclos> d for Board approval is an Interagency Oversight Group and Weld County Department of
Social Services Site License & Services Agreement with VisionLink. This Agreement is being
entered into on behalf of the Weld County Interagency Oversight Group HOG) including 1OG
and Juvenile Assessment Center needs and the Weld County Department of Social Services.
The major provisions of the Agreements are as follows:
1. The term of the Agreement is September 15, 2007 through September 15, 2009, with the
provision of termination upon 30 business days written notice.
2. VisionLink will provide the Tapestry Social Services integration system for the lOG and
the Weld County Department of Social Services. VisionLink will provide technical
support, annual system upgrades, partnership support materials, server equipment,
hosting, maintenance and server upgrades and will provide configuration of Tapestry
pages, configuration training and/or certified system operator training.
3. VisionLink's service pay is$33,730 for the first year including:
a. Site License fee: $11,995 e. Form Builder Fee: $ 7,500
b. Configuration fee: $3,995 f. Form Builder Portal Fee: $2,500
c. Training Per Session: $3,000
d. Annual Support Fee: $4,740
4. As the fiscal agent for the IOG, the Department will pay VisionLink 2/3 of the cost from
the IOG Incentive Fund and 1/3 from the Department's Building Healthy Marriage Grant.
If you have any questions, please telephone me at extension 6510.
2007-3061
V I S I O n L I n IC M 3050 Broadway•Suite 201,Boulder,CO 80304
— 303-402-0170•Fax 303-402-0169
PEOPLE.TOOLS CHANGE.COMMUNITY.
SITE LICENSE & SERVICES AGREEMENT
WELD COUNTY, COLORADO
DEPARTMENT OF SOCIAL SERVICES
SEPTEMBER 13 , 2007
/ \ VisionLink 3050 Broadway•Suite 201 Boulder,CO 80304
� 303-402-0170•Fax 303-402-0169
P EO P I E.TOO L S.C N A N G E.COMMUNITY.
CUSTOM SITE LICENSE & SERVICES CONTRACT
This Site License and Services Agreement (this "Agreement") is by and between
VisionLink, Inc., of 3050 Broadway, Suite 201, Boulder, Colorado 80304, ("VisionLink"),
and:
Weld County Department of Social Services ("Client")
This agreement is made effective from
Beginning Date: September 15, 2007 ("Start Date")
And remains in effect through the
Ending Date: September 15, 2009 ("End Date")
RECITALS
A. Client is working to provide a comprehensive data management system for its
community resource and emergency planning and response system of Weld
County, Colorado ("Service Area").
B. VisionLink desires to provide services to Client and Client desires to engage
VisionLink to perform the services described herein.
C. VisionLink is an independent contractor and not an employee of Client.
SCOPE OF WORK & BUDGET DETAILS
TASKS
VisionLink will provide the Tapestry Social Services integration system ("Tapestry") to
Client for deployment in the Service Area, shall include technical support, annual
system upgrades, partnership support materials, server equipment, hosting,
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maintenance and server upgrades and will provide configuration of Tapestry pages,
configuration training and/or certified system operator training (collectively, "Services").
Exhibit A—Statement of Work is hereby incorporated in this contract.
FEES AND CHARGES
Client shall pay to VisionLink $33,730 ("Service Fee"). The Service Fee shall include
the following:
SITE LICENSE FEE: $11,995 (due immediately following internal site launch)
This is a one-time fee to deploy Tapestry for your organization. The site license covers
up to 500 agencies in the resource directory and covers Weld County.
CONFIGURATION FEE: $3,995
This is a one-time fee for custom configuration of Tapestry pages with your name, tag
line, content of drop down lists, logo and initial customization of default site structure.
TRAINING: $3,000 (invoiced after each session)
VisionLink will provide 30 hours of training support by phone at an hourly rate of
$100/hour. Training time must be used within two years of invoice payment or it will
expire. Additional $ 15 fee per invoice.
NOTE: Travel and expenses are additional, and will be billed separately. On-site
training is billed in increments of ten (10) hours if on-site training has required travel; on-
site training at the VisionLink offices is billed in hourly increments.
ANNUAL SUPPORT FEE: $ 4,740 (due immediately upon internal site launch)
Client has the option to pay quarterly for additional $ 15 per invoice.
The Annual Support Fee is based on the number of agency profiles listed in the
Tapestry Community Resource Directory. There is no limit on the number of program or
service profiles linked to an agency profile. There are no limits on the number of users
or client records maintained within the system.
The Support Fee provides for the deployment of Tapestry, comprehensive help desk
support, including email and fax support for one system operator, daily back-ups of
client data (and storage in on-site and off-site fire resistant vaults, in an encrypted
format), and all server side equipment, hosting, maintenance, monitoring, bandwidth,
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security charges and equipment, and standard upgrades. Some upgrades depending
on their scale and scope may require additional, discounted charges to current clients.
Support shall commence upon VisionLink's receipt of the Configuration Package from
Client.
FORM BUILDER ACTIVATION FEE: $7,500
This is a one-time fee payable upon launch of Form Builder
FORM BUILDER PORTAL FEE: $2,500 (payable upon launch of module, per portal)
This is an annual fee for the OnLine Support Assistant (OLSA) form builder portal_
LATE PAYMENT:
A 5% service charge will be applied to all balances not made within 30 days of Client's
approval of service and receipt of an invoice hereunder.
TERMS AND CONDITIONS
1. TERM. This Agreement shall commence on the Start Date and shall continue in full
force and effect through the End Date unless earlier terminated as provided in Section
2. The term of this Agreement may be extended by mutual agreement of the parties.
2. TERMINATION. This Agreement may be terminated by either party upon 30 business
days written notice to the other party. This Agreement may be immediately terminated
by either party for a material breach of any provision of this Agreement, provided that
the breaching party shall have 5 days to cure such breach following breaching party;s
receipt of notice of such material breach. Upon termination of this Agreement, Client
shall pay to VisionLink all fees for services performed and expenses incurred by
VisionLink prior to such termination.
3. TECHNOLOGY. VisionLink agrees to provide technology as generally described in the
document"CommunityOS Weaving the Fabric of Partnership". Client acknowledges
that Tapestry and its underlying technology may be upgraded from time to time.
VisionLink agrees to maintain adequate server side bandwidth to assure optimal
software performance.
4. OWNERSHIP OF WORK PRODUCT. Notwithstanding anything to the contrary herein,
Client agrees that all ideas, improvements and inventions conceived, created or first
reduced to practice in the performance of work under this Agreement and any and all
code and functionality related to Tapestry will remain the sole exclusive property of
Page 4 of 8
Consultant, and shall not be a "work for hire"as that term is defined by 17 U.S.C.
§201(b). Client further agrees that VisionLink is and will be vested with all right, title and
interest, including patent, copyright, trade secret and trademark rights, in and to
VisionLink's work product under this Agreement. Visionlink agrees to grant and hereby
grants to Client a non-exclusive, royalty-free and worldwide right to use Tapestry
pursuant to this Agreement. Client agrees that, except as required by its duties set forth
in this Agreement Client will not, directly or indirectly, use, disseminate, or disclose
VisionLink's proprietary work product during the term of and following the termination of
this Agreement. VisionLink may seek injunctive relief from a court of competent
jurisdiction in the event of any breach of the terms of this Section 4. This Section 4 shall
survive indefinitely after the termination of this Agreement.
5. OWNERSHIP OF DATA AND CLIENT RECORDS. Qualitative and quantitative data
provided by Client to VisionLink to be entered into Tapestry, whether in the form of
client information, documents and records, graphics, or information about agencies,
programs and services, shall remain the sole and exclusive property Client.
6. CONFIDENTIALITY. The parties hereto acknowledge and agree that during the course
of this Agreement, each such party may have access to certain confidential and
proprietary information and materials of the other party in order to further the
performance of this Agreement. The parties agree to use commercially reasonable
efforts to protect Confidential Information and to prevent the unauthorized use,
dissemination or publication of the Confidential Information. The parties shall not
disclose the Confidential Information to any third party, or to any employee or contractor
who does not have a need to know such information to conduct their responsibility to
party. Notwithstanding the foregoing, this Agreement imposes no obligation upon the
parties with respect to the Confidential Information which (a) was lawfully known to the
receiving party before receipt from the other, (b) is or becomes a matter of public
knowledge through no fault of the receiving party, (c) is rightfully received by the
receiving party from a third party without restriction on disclosure; (d) is independently
developed by or for that party, (e) is disclosed under operation of law, (f) is disclosed by
the receiving party with the other party's prior written approval. The obligations of this
Section 6 shall survive the termination of this Agreement.
7. CLIENT LISTING. VisionLink may, without further consent, publicly disclose that Client
is a client of VisionLink.
8. VISIONLINK'S INDEMNIFICATION. VisionLink shall indemnify, hold harmless and defend
Client from and against any and all suits, actions damages, costs, losses, expenses
(including settlement awards and reasonable attorney fees) and other liabilities
("Losses") related to or arising out of VisionLink's performance of this Agreement.
VisionLink shall not be liable for any indirect, incidental, special or consequential
damages, including any loss of revenue or profits suffered by Client, arising from
Client's use or reliance upon the services provided hereunder, or any act or omission
with respect to its performance of services hereunder if such act or omission is done or
omitted pursuant to the gross negligence or the express direction or instruction of Client.
Page 5 of 8
9. LIMITATION OF LIABILITY. VisionLink's indemnification obligations arising out of or
related to Section 8 herein shall be limited to the amount paid to VisionLink by Client
during the Term of this Agreement.
10. CLIENT'S INDEMNIFICATION. Client shall indemnify, hold harmless and defend
VisionLink from and against all Losses arising from or in connection with any claim with
respect a breach of this Agreement or Client's use of Tapestry. This includes Client's
infringement on any third party's intellectual property or proprietary rights.
11. NOTICES. All notices required or permitted under this Agreement shall be in writing
and shall be deemed delivered when delivered in person or deposited in the United
States mail, postage paid, return receipt requested, addressed as indicated in the first
section of this Agreement. Either party may change such addresses from time to time
by providing written notice in the manner set forth above.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties
and there are no other promises or conditions in any other Agreement whether oral or
written. This Agreement supersedes any prior written or oral agreements between the
parties.
13. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and signed by VisionLink and Client.
14. WAIVER. The failure of either party to enforce any provision of this Agreement shall
not be construed as a waiver or limitation of that party's right to subsequently enforce
and compel strict compliance with every provision of this agreement.
15. GOVERNING LAW. The laws of the State of Colorado shall govern this Agreement.
16. ATTORNEYS'FEES. If either party hereto commences an action or proceeding against
the other to enforce the provisions of this Agreement, or to recover damages resulting from
the alleged breach of any of the provisions of this Agreement, the prevailing party is
entitled to recover all reasonable costs incurred in connection with that action, including,
but not limited to, reasonable attorneys'fees. The"prevailing party"shall be determined
by the judge presiding over said action or proceeding.
17. DISPUTE RESOLUTION. The parties hereto agree to address any dispute between
them regarding the interpretation or enforcement of this Agreement or any of its terms in
the first instance by good faith negotiation between authorized representatives of the
parties. If such negotiations fail to resolve the dispute in a reasonable time given the
nature of the dispute, either party may initiate an appropriate action for relief by binding
arbitration in Denver, Colorado by an arbitrator, and in accordance with any set of
procedures, agreeable to the parties. If the parties cannot agree within 30 days after a
written notice of one party to the other of its desire to arbitrate, then the parties shall
retain an arbitrator and conduct the arbitration with the American Arbitration Association
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in accordance with its Commercial Arbitration Rules, and judgment upon the award
rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. If
any party to this Agreement shall bring any action for any relief against any other party,
declaratory or otherwise, arising out of this Agreement, the losing party shall pay to the
prevailing party all costs plus a reasonable sum for attorney fees incurred in bringing
such action and/or enforcing any judgment granted therein.
18. COUNTERPARTS / FACSIMILE AND ELECTRONIC SIGNATURES. This Agreement may be
executed in one or more counterparts in person, via facsimile or electronically
transmitted signature, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
[The remainder of this page is intentionally left blank— signature page follows]
Page 7 of 8
IN WITNESS WHEREOF, VisionLink and Client have executed this Custom Site
License and Services Agreement as of the date first written above.
"CLIENT" "VISIONLINK"
WELD COUNTY, COLORADO VISIONLINK, INC. , J
By: J By:
Officer: David E. Long Officer: W. Douglas Zimmerman
Title: Chair, Board of Co my Title: President & CEO
Commissions VisionLink, Inc.
Date: OCT 01 2001 Date: q /2 sic 7
WELD COUNTY DEPT OF SOCIAL SERVICES
ERVICES
By: tiÜOAI
Officer: Ju A. C� ggo C
Title: Di ctor VJ
Date: 7/)-(0/O1
WELD COUNTY DIVISION OF HUMAN
SERVICES
By:
Officer: Wafter J.iS eckman
Title: Executive Director
Date: OCT 01 2007
WELD COUNTY INTERAGENCY OVERSIGHT
GROUP
By: ealdi
Officer: Wayne/Maxwell
Title: Chit
Date: Lr �5 �jc9'7
{Signature page for Custom Site License and Services Agreement}
,Peet-306/
EXHIBIT A
STATEMENT OF WORK
The contractor shall provide to the Weld County— JAC, Healthy Marriages and HB 1451
the services and deliverables set forth herein and in Exhibit A at the prices and rates set
forth.
The Contractor shall implement an integrated, Internet-based, secure intake, referral
and resource database system that will be implemented to support Weld County - JAC.
Healthy Marriages and HB 1451 will be implemented after the Form Builder release.
The Contractor shall continue to support Weld County sysop as long as support plan is
current and active.
A. Program Requirements
1. The Contractor shall provide and support an Internet-based system
2. The system shall enable staff/users to directly update information about
the services they provide to clients.
3. The system shall generate management reports that are pre-programmed
as well as have the flexibility to allow ad hoc reporting.
4. MOU's and/or other agreements may be signed between the agencies
without Contractor involvement.
B. Software Package
1. The system shall be user friendly by Weld County staff/users in their
normal workflow to deliver services and record information in real time.
2. The system shall be a modular design, in order to facilitate addition of new
capabilities in the future.
3. The system shall function effectively within a distributed network consisting
of multiple sites, some with satellite offices; data will be collected at all
sites. Storage of data will be hosted, maintained, and backed up, at the
Contractor's hosted servers.
4. The system shall support different sets of data access and system
privileges for multiple user roles.
5. Contractor shall configure and launch Tapestry system for JAC and
a. JAC will notify Contractor of satisfaction with Configuration status
after they review configured site and release payment for
configuration fees.
6. Contractor shall train sysop and provide helpdesk support by email.
a. Training fees will be paid to Contractor as service is performed.
Contractor shall add $ 15 service fee to each additional invoice.
Page 1 of 4 9/13/2007
7. Contractor shall provide phone and email support during JAC
configuration process until public launch at no additional cost.
8. Form Builder Release — JAC will determine when they are ready for Form
Builder and notify Contractor. JAC will activate and configure Form
Builder and notify Contractor when they deem Form Builder as "functional"
to indicate release of Form Builder fee.
9. Contingency Plan for Healthy Marriages — In the event that Form Builder
release is delayed by more the 3 months, Contractor shall determine and
provide alternative solution to support case management functions for
Healthy Marriages.
C. Project Implementation
May 2007 - Contract review and negotiations
Sept 2007 - Execute Contract
- Configuration Forms sent to Customer
- VisionLink receives completed Configuration Forms —takes 15
business days to configure and launch for internal review
Oct 2007 - JAC internal launch — review configuration
- Sysop Training —online web training or in person (to be
determined by customer)
- Sysop begins setting On-Line Support Assistant (OLSA)
custom fields
Oct/Nov 2007 - Public Launch
- Train end users
- JAC starts using OLSA for client case management
- Healthy Marriages & 1451 continue training & review OLSA
Intake screen in preparation for Form Builder release
Oct/Nov 2007 - Form Builder Release
- Weld County Activates Form Builder for OLSA
- Form Builder Web Portals configured for each site
*Note: VL is developing Form Builder feature under contract with
current Tapestry customer- Coordinated Assistance Network
(CAN) and CAN may require changes to features or timeline
which may affect the actual release date of Form Builder.
Nov 2007 - Healthy Marriages & 1451 Implement
Page 2 of 4 9/13/2007
D. Payment Plan
Sep: Configuration — JAC completes forms and sends to VL
VL Reviews Configuration Forms and launches site
- Configuration fee paid to VL $ 3,995
Oct: Internal Site Launch - JAC determines if the instance is working
Release of payment
- Site License paid to VL $11,995
Sysop Training
- Training fee invoiced after each session
Release of Payment
- Comprehensive Support Plan paid to VL $4,740
Annual or Quarterly payment option.
Quarterly payment option includes an additional
$ 15 service fee per invoice.
OCt/Nov: Public Site Launch - JAC determines if the instance is working
Release of payment
- Training fee paid to VL $ 100/hr
Invoiced after each training session is completed.
Additional $ 15 per invoice under "pay as you go"
instead of purchasing training package up front.
• includes 30 hours of training, additional hours billed at
$ 100/hr.
Oct/Nov: Form Builder Release —Weld County requests Form Builder
Release of payment
- Form Builder Activation Fee paid to VL $ 7,500
One time fee
Nov: Form Builder Portals — JAC, Healthy Marriages, 1451 requests
portals
Release of payment
- Form Builder Portal Fee paid to VL $2,500
Annual fee, per portal
Page 3 of 4 9/13/2007
E. Payment Details
One Time Charges:
Site License $11,995
Configuration $3,995
Training $3,000
Form Builder Activation $7,500
$26,490
On-going Charges:
Comprehensive Support Plan (annual) $4,740
* Shared between JAC, Healthy Marriages, and HB 1451
Form Builder Portal Fee (annual, per portal) $2,500
Page 4 of 4 9/13/2007
Interagency Oversight Group
of
19h Judicial District Weld County
Centennial Board of Cooperative
Education(BOCES) September 24, 2007
Greeley-Evans School District#6
Richard Audsley
Northeast Behavioral Health Executive Vice President and COO
Mile High United Way
North Range Behavioral Health 2505 18'h Street
Probation Department-I4^judicial Denver, CO 80211-3939
District
Dear Mr. Audsley,
Weld County Public Health and
Environment First of all, I want to thank Mile High United Way for the opportunity to work
with you to provide 211 resources to the Weld County agencies planning to
Weld County Department of Social
Servicesutilize VisionLink's Tapestry, Client Management program.
Board of County Commissioners— Unfortunately, we have decided to go in an alternate direction with the
Weld County implementation of our client management system and wish to terminate our
contract with Mile High United Way dated June 11, 2007. In following the
District Attorney
i"`"""°'"`y 19T Judicialguidance of section 4, located on page 2 of this contract, Weld County and
District
The Interagency Oversight Group of Weld County is submitting our thirty
Division of Youth Corrections (30) day written notice of termination.
Families,Youth and Children(EEC) Once again, I want to express our gratitude in Mile High United Way's
Commission willingness to work with our organizations and hope that we will have
additional opportunities to work together in the future.
Island Grove Regional Treatment
Center
Sincerely,
United Way of Weld County
Weld County Chiefs of Police �� /1 -
Association tat, `L V
ag
Wayne Maxwell
Weld County Division of Human Chair, Interagency Oversight Group of Weld County
Services
PLANNING GOAL
Intern Interrene weeny/dl)with/umflrer
beuve they /etN the mdi/:c ed/e
drool the child udil re and/or
juvenile du slid system";1 v��dlte
poiVide resolution o4their treatment or
tae plan Larea.se the quality. David E. Long
appropnenez and
tylnillenescidiidnicectivrkledi Chair, Board of County ommissioners
Imfr»e Weld County
„ath,menires&raide,/. OCT 01 2007
�Or the PeneYerrnreided///
drildien and/tern/lice who would
Genre/itfinm
integrated multi-agency Can.
2835 W. 1ll" Silt L1'.T • CRULLER, COLORADO • 80634
PHONE: 970-151-5475 • FAX: 970-351-5484
Elizabeth Strong
From: Jennifer VanEgdom
Sent: Thursday, September 27, 2007 2:29 PM
To: Elizabeth Strong; Donna Bechler
Subject: FW: VisionLink Agreement
Importance: High
FYI for a Monday document
Jenny VanEgdom
Deputy Clerk to the Board of County Commissioners
(970) 356-4000 Ext. 4228
From: Judy Griego
Sent: Thursday, September 27, 2007 2:14 PM
To: Walt Speckman; wayne.maxwell@northrange.org
Cc: Kelly Schramm; Jennifer VanEgdom
Subject: VisionLink Agreement
Importance: High
The Agreement with VisionLink is at the clerk to the Board's office (3rd floor). When you
get a chance on Monday, October 1, 2007, would you sign the Agreement at their office? We
need original signatures from you. I am placing the Agreement on the Commissioner's Board
meeting on October 1, 2007, for their formal approval. I will present.
Wayne, the other document at the Clerk to the Board's office is the notice of termination
letter regarding the Mile High United Way Agreement.
Judy A. Griego, Director
Weld County Department of Social Services
PO Box A
Greeley, CO 80631
970.352.1551, extension 6510
Fax 970.353 .5215
griegoja@co.weld.co.us
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