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Home My WebLink About20072630 RESOLUTION RE: APPROVE MASTER PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES PROGRAM AND AUTHORIZE CHAIR TO SIGN - 3T SYSTEMS, INC. WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS,the Board has been presented with a Master Professional Services Agreement for Professional Consulting Services 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 the Weld County Interagency Oversight Group, and 3t Systems, Inc., commencing upon full execution, with further terms and conditions being as stated in said Master Professional Services Agreement, and WHEREAS,after review,the Board deems it advisable to approve said Master Professional Services 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 Master Professional Services Agreement for Professional Consulting Services 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 the Weld County Interagency Oversight Group, and 3t Systems, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said Master Professional Services Agreement. The above and foregoing Resolution was, on motion duly made and seconded,adopted by the following vote on the 20th day of August, A.D., 2007. BOARD OF COUNTY COMMISSIONERS EL OUNTY, COLORADO Jecky ATTEST: a i ��,-�� .>!�- +� E. Long, Chair Weld County Clerk to the Boa 1661 (1 n� -=41° r� r ��p H. Jew Pro-Tem BY: Deputy Clerk to the Board William F. Garcia AP O D AS TO • Robert D. Masden Count%A orney Cad!,,nti6fvle — Douglas Wademacher Date of signature: 7-4-67 y-67 2007-2630 SS0034 cn : S5(1 6-1A.5 oq-/a-0 7 rs t a DEPARTMENT OF SOCIAL SERVICES P.O. BOX A GREELEY, CO. 80632 Website:www.co.weld.co.us Elk Administration and Public Assistance(970)352-1551 Child Support(970)352-6933 COLORADO MEMORANDUM TO: David E. Long, Chair Date: August 16, 2007 Board of County Commissioners FR: Judy A. Griego, Director, Social Services +(A,I a RE: Interagency Oversight Group Master Professional Services Agreement with 3t Systems Enclosed for Board approval is a Master Professional Services Agreement with 3t Systems. This Agreement is being entered into on behalf of the Weld County Interagency Oversight Group (IOG)and the Weld County Department of Social Services. 3t Systems will provide IT professional consulting services to the IOG and the Weld County Department of Social Services to begin its use of the TapestryNisionLink data tool. The TapestryNisionLink data tool is the first step to developing a data collection and program information system into a central repository and to provide the data collection needs for the Weld County Building Healthy Marriage Project. The TapestryNisionLink Company requires IT professional consulting services to launch its system. The total project time commitment is 228.00 hours. If you have any questions, please telephone me at extension 6510. ry 0 4 og 0 Tr fti'i c-r v>n �o .: o Ill Xz o € �-< NJ C 2007-2630 Interagency Oversight Group Master Professional Services Agreement With 3t Systems 8/16/2007 3t Systems Consulting. Integration. Managed Services. IOG MASTER PROFESSIONAL SERVICES AGREEMENT / This Master Professional Services Agreement("Agreement")is made effective as of S//67o'7 between Big Tree, Inc, a Colorado corporation, by and through its wholly-owned subsidiary 3t Systems, Inc, a Colorado corporation(hereinafter"3t"),with its principal offices located at 999 Eighteenth Street,Suite 2100,Denver, Colorado 80202 and the Interagency Oversight Group ("Client 1"), . with offices located at 2835 W. 10th Street, Greeley CO 80634,the Board of County Commissioners of the County of Weld,State of Colorado,sitting on behalf of the Weld County Department of Social Services, Healthy Marriages Program, 315 N. 1161 Ave., Greeley, Colorado, 80631,("Client 2")and the Juvenile Assessment Center,a Not for Profit 501 C Corporation,Greeley,Colorado,80634, ("Client 3")(collectively,the"Client"). AGREEMENT Client desires to engage 3t to perfonn certain professional services(the"Services"),as more fully described in,and pursuant to,one or more Statements of Work("SOW's")executed by all parties and attached hereto as Exhibit(s)A. The terms and definitions of this Agreement shall apply to all SOW's issued hereunder,exhibits thereto,schedules or other documents referencing this Agreement. Unless otherwise expressly agreed to in writing, any additional or conflicting terms contained in any issued SOW shall supersede the terms of this Agreement. 1. 5cope of the Services 1.1 Deliverables. 3t agrees to perform the Services and provide the deliverables(which may involve one or more phases or milestones,or may consist of an agreed number of hours for professional consulting services, each referred to as a "Deliverable") as specifically set forth in the applicable SOW. Both 3t and each Client shall assign a single point of contact to facilitate communication between the parties and each will notify the other party in writing in the event of any change to said party's point of contact. Acceptance testing for any Deliverable shall be pursuant to the acceptance testing criteria set forth in the applicable SOW. 1.2 Change in Scope of the Services. Any change in the scope of the Services must be agreed to in writing by the parties pursuant to a Change of Scope Request,the form of which is attached hereto as Exhibit B. 3t shall have no obligation to perform Services in connection with any change to the scope of Services until the effect of such change in the applicable fees and/or delivery schedule has been confirmed in an executed Change of Scope Request. 2. Performance of the Services 2.1 Staffing. The Services will be performed in conjunction with Client's personnel, at mutually agreeable locations, and as specified in the applicable SOW. 3t will control the manner by which the Services are performed. 3t cannot guarantee staffing levels unless each Client gives a minimum of two weeks prior notice of a performance start date. In the event that a Client provides a performance start date, and such start date is subsequently delayed by said Client more than five(5)days,3t cannot guarantee staffing without an additional two weeks notice of the new performance start date and such delays may result in increased costs to said Client. In the event of unscheduled delays during the course of performance of the Services, not attributable to 3t, 3t cannot guarantee staffing or that a specific consultant will continue to be assigned to perform the Services. 3t retains the right to subcontract any or all of the Services at any time,subject to the approval of Client.. 2.2 Client Responsibilities. Client understands and agrees that 3t's performance of the Services is dependent upon Client's timely and of edive performance of its responsibilities hereunder. Client agrees to undertake the Client responsibilities outlined in any applicable SOW. For Services to be performed at a particular Client's location, Client shall provide all necessary computer hardware, software, requisite communications connectivity resources, including Internet connectivity, network system and user documentation, office space, telephone service, and supplies for 3t's onsite personnel. For Services to be performed at a facility not owned or controlled by Client, Client will make commercially reasonable efforts to coordinate the delivery of the preceding Page 1 of9 3t Systems,Inc. Master Professional Services Agreement Proprietary and Confidential IOG Client Responsibilities with the owner or controlling agent of the facility on 3t's behalf. In addition, Client shall provide any other data and resources specified in the applicable SOW. Client is responsible for the proper implementation of the Services and/or any Deliverables in Client's IT environment. Tasks that are primarily the responsibility of Client's personnel will remain Client's responsibility, even if 3t assists Client in performing such tasks.Client agrees that 3t may rely on all Client's decisions and Client's approvals conveyed to 3t surrounding the Services. 2.3 Client Delays. 3t's timely performance of Services under a SOW is directly dependent upon Client's timely performance of its tasks and responsibilities under a SOW.Consequently,if Client does not complete its tasks or responsibilities under a SOW in a timely manner or if Client requests 3t to delay the performance of its Services under a SOW,such action will result in a delay in 3t's timely performance of Services under a SOW. Client understands and agrees that for each Client delay of one (1) business day, 3t will be entitled to extend its performance of Services under this SOW by five(5)business days. Client delays may result in additional fees to a particular Client,as determined by 3t("Additional Services Fees"). 3. Compensation for the Services. 3.1 Fees and Payment. Unless otherwise stated in the applicable SOW,each Client shall pay 3t on a time and materials basis for the Services at the hourly rates specified in the SOW for each of applicable professional personnel performing any such Services..Client shall make payment to 3t for the Services in accordance with the amounts and rates set forth in the applicable SOW. If Client requests 3t to perform Services outside normal business hours or on holidays, 3t reserves the right to charge an additional 50% or 100%, respectively, of the rates set forth in the applicable SOW.Fees will be billed as incurred,but not more frequently than twice per month.Payment is due upon Client's receipt of 3t invoice,and is considered late if not received by 3t within forty-five(45)days after the invoice date.Unless otherwise specified in the applicable SOW,all amounts invoiced shall be fully earned as of the invoke date and shall not be subject to the final delivery of any Deliverable, offset, holdback, acceptance, or other contingency. 3t Systems understands that each Client will be responsible for the payment of one-third of the amounts billed, although from time to time, one Client may pay the expenses of one or more of the other Clients. However, after the payment of the initial program development services, any expenses incurred by one Client for services provided to it due to its unique circumstances, shall be invoiced to that Client alone. Notwithstanding anything to the contrary in the foregoing,each Client will be jointly and severally liable for payment pursuant to this Agreement. Unless otherwise stated in the applicable SOW,Client shall pay 3t on a time and materials basis for the Services at the hourly rates specified in the SOW for each of applicable professional personnel performing any such Services. 3t Systems may,in its sole discretion,make annual adjustments to their hourly rates in accordance with the most recent published CPI.New SOWs and renewals of annual contracts are subject to the increased hourly rates. The term "CPI"shall mean the Consumer Price Index for all urban consumers,United States city average,all items,published from time to time by the U.S.Department of Labor. In the event CI'I ceases to be published,the 3t shall utilize another index deemed by 3t to be comparable,making appropriate adjustments. 3.2 Taxes. All fees are exclusive of all federal, state, municipal, or other government, excise, sales, use, occupational, or like taxes. Client shall be responsible for and shall pay all such taxes, excluding only taxes based solely on 3t's net income.The fees are subject to an increase equal in amount to any tax that 3t may be required to collect or pay as a result of the Services provided hereunder (other than taxes based solely on St's net income). If Client has, or obtains, a Certificate of Exemption or similar document that exempts a sale or license from the assessment of said taxes, and Client presents a copy of the Certificate to 3t, 3t will act in accordance with that Certificate. 3.3 Late Fees and Application of Payments. Any fees remaining unpaid after forty-five(45)days shall accrue interest at a rate of the lesser of: (a) 15%per month;or(b)the highest rate allowed by law.If Client pays a lesser amount than the amount due under this Agreement,3t reserves the right to apply the payment to the earliest amount due. No endorsement or statement on or accompanying any check or payment will be deemed an accord and Page 2 of 9 3t Systems,Inc. Master Professional Services Agreement Proprietary and Confidential IOG satisfaction and 3t may accept the check or payment without prejudice to 3t's right to recover the balance due or pursue any other remedy permitted under this Agreement.If collection procedures are required,Client agrees to pay all expenses of collection and all reasonable attorneys' fees and costs incurred by 3t in connection with such collection proceeding,regardless of whether or not a suit is filed.Failure of Client to make any payment of any fees when due shall be deemed a material breath of this Agreement and shall be sufficient cause for the immediate termination of the Services. 3.4 Reimbursable Travel Expenses. If 3t travels outside of a forty(40)mile radius of any 3t office to perform Services for a Client,said Client will reimburse 3t System's reasonable travel and living expenses in accordance with 3t's Travel Expense Reimbursement Policy, a copy of which is attached to this Agreement as Exhibit C and which may be amended from time to time.No expenses for round-trip automobile travel within a forty(40)mile radius of any 3t office will be billed to a Client;thus, no Client will be required to reimburse 3t Systems for mileage,meals, lodging or travel time for automobile travel within a forty(40)mile radius of any 3t office. 4. Support and Maintenance. Any on-going support and/or maintenance of a Deliverable shall be provided as set forth in the applicable SOW. 5. proprietary Rights 5.1 3t's Material It is 3t's policy to continuously improve its products and services. Any Deliverable and any improvements to 3t's products including, without limitation, software programs,tools,source and object code, specifications,designs,processes,techniques,concepts,improvements,discoveries,and ideas furnished or produced by 3t in the performance of the Services("3t Material")shall not be considered works made for hire. All right,title, and interest in the 3t Material shall remain or become the sole and exclusive property of 31,including all copyrights, patents,trade secrets,trademarks,and other intellectual property rights therein.However,each Client will receive a perpetual,nonexclusive,non-transferable,royalty-free license,without the right to sublicense,to use such 3t Material in connection with its use of the Deliverables or a 3t product,and subject to the terms and conditions of 3t's standard Software License Agreement in place by and between each Client and St. General knowledge, processes, and methodology acquired or used by 3t related to the Services or any Deliverable may be used by 3t in 3t's products and for 3t's Clients generally,without restriction. 5.2 Client's Material. As between each Client and St all right title, and interest in and to any program, system, process, methodology, data, and material furnished by Client to 3t pursuant to this Agreement ("Client's Material")is,and shall remain,the property of each Client. 5.3 Non-ExclusiviW. Nothing herein shall preclude at from providing, and Client hereby agrees and acknowledges that 3t shall be permitted to provide, the same or similar professional services to, or to license code written hereunder,to other Clients on a non-exclusive basis. Page 3 of 9 3t Systems,Inc. Master Professional Services Agreement Proprietary and Confidential IOG 6. confidentiality 6.1 Nondisclosure of 3t's Proprietary Information. Except as expressly permitted under this Agreement, Client will not use or disclose any trade secrets or other intellectual property associated with the Deliverables or information relating to 3t's products information and data, including 3t's Materials, software (in source and object code forms),names and expertise of employees,know-how,and other technical information,financial data, services or prospective services,pricing,other client or prospective client information, product development plans,research, processes, techniques, forecasts, strategies, or other information relating to 3t's business activities or operations or those of its Clients or vendors and the like ("3t's Proprietary Information"), except to the extent that Client can demonstrate that any such item:(i)is generally available for use and disclosure by the public without any license or charge; (ii) is otherwise disclosed by 3t or a third party without breach of a confidentiality obligation; (iii) is independently developed by Client without reference to the Deliverables or any of 3t's Proprietary Information;or (iv)is required to be disclosed by Client by law or any governmental authority,provided that Client shall notify 3t as soon as reasonably possible of any such compelled disdosure and give 3t the opportunity to defend against such disclosure or obtain a protective order in connection therewith. Client shall use commercially reasonable efforts, which shall be no less stringent than those efforts that Client uses to protect its own technology, software or other similar proprietary property, to prevent the disclosure of 3t's Proprietary Information and the Deliverables from being used by any employee,agent,consultant or other person in any manner that would violate this Agreement. 6.2 Nondisclosure of Client's Proprietary Information. 3t acknowledges that while performing the Services under this Agreement it may have access to trade secrets owned by Client including, but not limited to, Client's Materials, Client's products, planned products, service or planned service, vendors, other clients or prospective clients, data, financial information, computer software, processes, or other information relating to Client's business activities or operations or those of its Clients or vendors ("Client's Proprietary Information"). Except as permitted under this Agreement, 3t will not use or disclose Client's Proprietary Information, except to the extent that 3t can demonstrate that any such item(i)is rightfully known to 3t prior to negotiations leading to this Agreement or(ii)is independently developed by 3t without any reliance on any Client Proprietary Information; or (iii) is or later becomes part of the public domain or is lawfully obtained by 3t from a third party.3t will use its best efforts to keep Client's Proprietary Information confidential,and,except as authorized by Client in writing,3t may only use Client's Proprietary Information to perform the Services required under this Agreement and may only make copies as necessary for performing its obligations under this Agreement.Client will label all Clients' Proprietary Information as proprietary to Client. Upon completion of the applicable Services or upon termination of this Agreement,3t will return, at the written request of Client, all documents and other materials in its control that contain or relate to Client's Proprietary Information. 6.3 Nondisclosure of Confidential Information. 3t acknowledges that all three of the Clients in this Agreement deal with information which is private and confidential and cannot be disclosed to any third party without the specific authorization of the individuals whose information is held by the Clients. 3t further acknowledges that there are civil and criminal penalties associated with the unauthorized disclosure of such information.See for example Colorado Revised Statutes§19-1-307.3t therefore agrees that no information contained within any of the Clients' files shall be made available to any third parties by any 3t employees or subcontractors, that 3t will use its best efforts to ensure that the programs it implements under this Agreement are secure and are designed to protect against access by non-authorized parties. 6.4 Equitable Relief. The parties acknowledge and agree that there is no adequate remedy at law for a breach of this Section 6,that such a breach would irreparably harm the parties,and that the parties shall,in the event of such a breach,be entitled to equitable relief,including,without limitation,injunctive relief,without the posting of any bond,in addition to any other remedies. 7. Warranties;Disclaimer Page 4 of 9 3t Systems,Inc. Master Professional Services Agreement Proprietary and Confidential IOG 7.1 Warranty: Services. 3t warrants that it shall provide the Services in a professional and workmanlike manner. To the extent Client purchases any Third Party Products from 3t in conjunction with the Services, 3t shall pass through all manufacturers'warranties,as permitted by any such applicable manufacturer. 7.2 Warranty: Deliverables 3t warranty for any Software Deliverables shall be pursuant to the Software License Agreement executed contemporaneously with this Agreement. 7.3 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN THIS SECTION,3t MAKES NO WARRANTIES EXPRESS OR IMPLIED OR STATUTORY, WITH RESPECT TO ANY SERVICES OR DELIVERABLES, AND 3t EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES FOR MERCHANTABILITY, NONINFRINGEMENT OR FITNESS POR A PARTICULAR PURPOSE. 8. Indemnification 8.1 3t's Indemnification. 3t shall indemnify, defend, or at its option settle, and hold Client harmless from and against any claims,suits,actions or proceedings("Claim")against Client based upon the infringement or alleged infringement or violation or alleged violation,of(i)any United States patent;or(ii)any copyright or trademark of a third party that is enforceable in the United States, as a result of Client's use of any Deliverable within the United States,as permitted hereunder,and provided that:(a)Client promptly notifies 3t in writing of such Cairn;(b)3t has sole control over the defense or settlement of the Claim;and(c)Client cooperates fully in the defense or settlement of the Cairn.Should any Deliverable developed by 3t hereunder become the subject of any such Claim, 3t may, at its expense and option, do one or more of the following: (i) procure for Client the right to continue to use the alleged infringing items, (ii)replace or modify the alleged infringing items to make them non-infringing,provided that such replacement or modification does not adversely affect Client's use of such items, or (d)refund to Client the fee(s) paid for the Deliverable,less depreciation to be calculated on a straight-line basis over a 5-year life, upon return of the Deliverable to 3t. No undertaking of 3t under this Section 8 shall extend to any alleged infringement or violation to the extent that such alleged infringement or violation:(i)relates to uses of the Deliverable in combination with other products furnished either by 3t or others,which combination was not approved by 3t in writing;(ii)relates to modifications to the Deliverable made by someone other than 3t or 3t's authorized agents;(iii) relates to Client's Materials or other information,materials,data or other items provided by Client;or(iv)relates to use of the Deliverable in a manner for which the Deliverable was not reasonably intended. In the foregoing cases (i) through (iv), Client will defend, indemnify and save 3t harmless with respect to such claims, subject to the same terms stated in this Section 8.The rights and remedies provided in this Section 8 are the sole and exclusive remedies of the parties with respect to any infringement or alleged infringement of a third party's intellectual property rights. 8.2 Client Indemnification. Client shall indemnify,defend,or at its option settle,and hold 3t harmless from and against any Claims against 3t based upon the infringement or alleged infringement or violation or alleged violation,that any text or content requested,specified or provided by Client("Client Content")for use in conjunction with the Services or incorporated into any Deliverable violates any applicable regulation or proprietary or intellectual property right of any third party, and provided that (i) 3t promptly notifies Client in writing of such Claim; (ii) Client has sole control over the defense or settlement of the Claim; and (c) 3t cooperates fully in the defense or settlement of the Claim. 9. Limitation of Liability IN NO EVENT SHALL 3t BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) ARISING IN ANY WAY OUT OF THIS AGREEMENT UNDER ANY CAUSE OF ACTION, WHETHER OR NOT 3t HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT AGREES THAT 3t's LIABILITY HEREUNDER FOR ANY TYPE OF DAMAGES WHATSOEVER,REGARDLESS OF THE FORM OF ACTION,SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT PURSUANT TO THE APPLICABLE SOW. Page 5 of 9 3t Systems,Inc. Master Professional Services Agreement Proprietary and Confidential IOG 10. Termination 10.1 For Cause. Either party may terminate this Agreement by written notice if the other party(i) fails to pay any amount due under this Agreement within thirty(30) days after written notice of such non-payment,or(ii) commits a material non-monetary breach of this Agreement,and such breach,if capable of being cured,is not cured within thirty (30) days of written notice of termination. This Agreement may also be terminated immediately by either party if the other party: (i)becomes insolvent,admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors,or becomes subject to direct control of a trustee,receiver or similar authority;or(iii)becomes subject to any bankruptcy or insolvency proceedings or orders. 102 For Convenience. Either party may terminate this Agreement without cause upon sixty(60)days prior written notice to the other party.In the event Client elects to terminate the Agreement under this 0ection 10.2,Client shall promptly remit payment for all Services performed through the date of such notice of termination.3t shall be entitled to retain any Deliverable until full payment is made by Client to 3t. 10.3$ffect of Termination. Upon termination of this Agreement each party shall promptly return the other party's Proprietary Information,data,programs,and other materials held by it in connection with the performance of this Agreement Termination of this Agreement shall not affect any rights and obligations,which shall have accrued prior to the effective date of the termination. 10.4 Survival. Notwithstanding the termination of this Agreement, Sections 5, 6, 7.2,8,9, 10.3, 11, and 12 shall survive. 11. Independent Contractors The parties hereto are independent contractors, and nothing herein shall be deemed to cause an agency, joint venture,or partnership between the parties hereto,or as creating or establishing the relationship of employer and employee between Client and either 3t or any employee or agent of 3t Neither party has the authority to bind the other to any third party. 12. General Terms 12.1 Notice. Any notice report, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been duly given if delivered personally or mailed by first-class,registered,or certified U.S. mail, postage prepaid, or by a nationally recognized overnight courier with tracking capabilities, to the respective addresses identified in the introductory paragraph of this Agreement. 12.2 Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all previous agreements, whether oral or written, and all negotiations, understandings, conversations, or discussions between the parties related to this Agreement and cannot be altered or changed unless agreed to,in writing,by both parties. 12.3 Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction,the remaining provisions shall remain in full force and effect. 12.4 Force Majeure. Neither party shall be liable to the other for any failure or delay caused by events beyond that party's reasonable control, including, without limitation, the other party's or a third party's failure to furnish necessary information; sabotage; failure or delays in transportation or communication; failures or substitutions of equipment strikes; riots; labor disputes; accidents; acts of God; shortages of labor, fuel, raw materials,or equipment;or technical failures. Page 6 of 9 3t Systems,Inc. Master Professional Services Agreement Proprietary and Confidential IOG 12.5 Non-Solicitation of Employees. Client acknowledges that 3t provides a valuable service by identifying and assigning qualified personnel to perform the Services. Client further acknowledges that Client would receive substantial additional value,and 3t would be deprived of the benefits of its work force,if Client were to directly hire 3t's personnel or contractors after they have been introduced to Client by 3t.Accordingly,without the prior written consent of St,Client will not,for a period of two years following termination hereof,solicit or cause to be solicited the employment of,or employ,any person employed or retained by 3t to perform Services pursuant to this Agreement 12.6 Assignment. This Agreement may not be assigned by Client without the prior written consent of 3t, and such consent shall not be unreasonably withheld. 12.7 Governing Law: Jurisdiction. This Agreement shall be governed and construed in all respects in accordance with the laws of the state of Colorado, without regard to the conflicts of law principles, and all legal actions based on this Agreement shall be brought in a court of competent jurisdiction in Denver County,Colorado. The parties agree to submit to the exclusive jurisdiction of the courts within the state of Colorado.No action arising out of the delivery or use of any Deliverable may be brought by any party more than two (2) years after the acceptance of such Deliverable. 12.8 Waiver. Non-enforcement of any provision hereof shall not operate as a waiver of enforcement of the same or any other provision in the future. This Agreement has been executed and shall become effective as of the date first written above. 3t systems �p Client By: F �� ay: cv1 Name: V44.-. ' . C ( '--1( Name: David E. Long :)/// Title: C-L--© Title•. Chair, Board of County Commissioners Date: /lC/o 7 Date: 08/20/2007 Client 1; Client 3: By: 4J ayc-L A P la7Cu f%/ By: Name: wa`Y.c 4. MoXuif I j Name: Abe 419LL C--rz.na'? Well Count,, roe_ Title: / {1q i Title: fA'�zc..i7✓f J>,ea.''.,� Date: mod-1*T_p7 Date: $-)G -O7 Page 7 of 9 3t Systems,Inc. Master Professional Services Agreement Proprietary and Confidential &002- a&.3D IOG EXHIBIT A Statement of Work See Attached Document Page 8 of 9 3t Systems,Inc. Master Professional Services Agreement Proprietary and Confidential Corporate Fort Collins 3 t 3t Systems,Inc, 3t Systems,Inc 999 1801 Street,Suite 2100 5832 S.College Avenue,Suite C Denver,CO 80202 Fort Came,co 80523 Systems 303.858.8800 9 5888 `-fax 303.790:9784 fax 970.970.2293895 Interagency Oversight Group of Weld County Tapestry Sysop Proposal Prepared by Eric Leftwich, VP Business Development, Healthcare and Bob Emmert, Practice Manager, Enterprise Application Integration 3t Systems Revised August 16th, 2007 3t Systems' Consulting. Integration. Managed Services. Weld County IOG Page 2 of 6 31tSystems Proposal 11 July,2007 Executive Brief 3t understands that the Interagency Oversight Group(IOG)is compliant with legislative bill HB04-1451.IOG uses business,financial,administrative and technical tools to work with organizations to manage grant funds.JOG works with 15 county agencies and groups who have signed an MOD.Their fiscal agent currently is the Weld County Department of Social Services. The purpose of IOG's involvement is to help those grant funded organizations control the success of programs for the community they serve.In addition to the manual administrative and business consulting services they provide,IOG has subscribed to the data and web services of a Tapestry System coupled with VisionLink Software.This online tool allows JOG to connect with, and manage their clients by collecting data and program information into a central repository. This repository is a hosted solution at the service vendor of Tapestry/VisionLink,however,the web interface IOC clients use is custom and specifically developed for each client. At this time JOG is seeking virtual IT management services that will allow them to begin using the Tapestry/VisionLink data tool. These services will encompass JOG business model comprehension,technical design of IT infrastructure to meet that model's needs,development of the overall process for growth and day to day administration of the JOG to client connections. 3t Systems provides broad technical expertise and industry knowledge to assist clients in achieving their business objectives through advanced technical solutions. 3t teams with these clients to develop and assess their information management requirements,evaluate their current technical capabilities and design and manage the implementation of appropriate business/technical solutions. It is clear that given this back ground of expertise 3t is indeed a fit for helping IOG with their needs. The following document is an outline of the scope of work or services that 3t proposes to meet these needs. Requirement/Solution JOG requires the following technical and business consultation 1) Initial design and documentation of how JOG connection to each of their clients as well as compilation of the data they wish to collect 2) Technical/Business interaction to work with the Tapestry/VisionLink Vendor to establish technical guidelines for how each of the connections will be made and what type of business tools sets will be used by IOG to use the data 3) Technical services to configure and"operate"each client connection required at this time (no more than 3) 4) Technical and business services to work with JOG clients for end user training and interface verification 5) (optional)At the request of IOG upon completion of the project provide Technical temporary(to be defined)on-going support 3t Systems, Inc. Proprietary and Confidential Weld County IOG Page 3 of 6 3tSysfems Proposal 11 July,2007 6) Business assistance to begin working with IOG to find(obtain/provide)a system operator to manage all aspects of the VisionLink product, including technical operations,user support and user training and manage the system that is put in place. Project Deliverables 3t Systems proposes a limited initial engagement for a Virtual IT/Business staffing scenario.Once this initial staffing accomplishes the setup and initial connections of the Tapestry/VisionLink program,ongoing services should be provided with 3t on a time and materials basis or by IOG hiring an internal resource. To fit with this proposal 3t will require IOG to agree to a bulk of initial consulting hours that will be billed on a time and materials basis. This block of hours will allow 3t to staff each requirement of the project deliverables with the appropriate technical or business expertise. The engagement will be based upon the understanding that IOG needs assistance with 1) Developing the business and technical architecture of how IOG will use the Tapestry/Vision business program 2) Providing the technical services to bringing the program into operation 3) Assisting JOG with finding or providing ongoing system operations managers and providing knowledge transfer for how to manage existing and add additional client connections. Specifically,the 3t staff will • Attend VisionLink certification and training classes to better at JOG request and payment • Set up,implement and support the Juvenile Assessment Center • Set up,implement and support the Building Healthy Marriages Program • Set up, develop and support the IOG system • Train all users • Design end user interface to collect data for each program • Develop reports and query tools for each client • Develop IT program methodology • Assist IOG to Acquire and train long-term Tapestry operator Time Line Expectations The above mentioned deliverables are expected to fall within these guidelines. • Initial business and technical architectural design-40 hours • Technical development-100 hours • Initial end user support and implementation-40 hours • Business and Technical process documentation-40 hours • Business involvement in staffing requirements if needed-8 hours Total project time commitment 228.00 hours 3t Systems, Inc. Proprietary and Confidential Weld County IOG Page 4 of 6 3tSystems Proposal 11 July, 2007 Milestone REQUIREMENTS Dates will be as follows: 1) The Juvenile Assessment Project completion date: Oct 310, 2007 This milestone will encompass a working solution with training to the client provided. 2) The Healthy Marriage Project completion date:Dec 310,2007 This milestone will encompass a working solution with training to the client provided. running Assumptions Program Specific • Certification training will be provided by IOU at no cost to 3t Systems • IOG will purchase the Tapestry Support Plan • IOG will pay for all education(for 3t to participate in formal Tapestry and Vision Link training) costs affiliated with Tapestry and Vision Link General 3t will • Provide an Account Manager • Identify any additional products or services needed Client will • Make available to 3t the appropriate subject matter experts in a timely manner. • Participate in the planning and implementation processes where appropriate. • Provide all requested systems documentation and other materials prior to 3t Systems' on-site activities. • Provide access to IT systems information • Provide timely response to questions • Review,comment,and approve all deliverables in a timely manner. Pricing Initial—program development services will be performed on a time and materials basis. The client agrees to pay for time billed as used in the following cost categories. Initial business and technical architectural design not to exceed 40 hours 3t Systems, Inc. Proprietary and Confidential Weld County IOG Page 5 of 6 3tsystema Proposal 11 July,2007 at a rate of$202.00/Hr $8,080.00 Technical development not to exceed 100 hours at a rate of$178.00/Hr $17,800.00 Initial end user support and implementation services not to exceed 40 hours at a rate of$178.00/Hr $7,120.00 Business and Technical process documentation not to exceed 40 hours at a rate of$202.00/Hr $8,080.00 Business involvement in staffing requirements if needed not to exceed 8 hours at a rate of$202.00/Hr $1,616.00 Business and Technical participation in formal Tapestry/VisionLink training at training facility not to exceed more than 3 working days or 24 hours at a rate of$95.00/Hr $2,280.00 Project Budget Should Be $44,886.00 " All not to exceed values are estimates of time required to complete the tasks. Additional hours may be determined as required during each step. At that milestone, the client and 3t will mutually agree before additional billing will occur. On Going—program support and additions for maintenance Should ongoing support/adding new connections and working with end users be shown to be possible under an open T&M agreement,a similar billing arrangement can be made moving forward. Approvals This Statement of Work(SOW)is governed by the terms and conditions of the Master Professional Services Agreement(MPSA)executed between Big Tree,a Colorado corporation,d/b/a 3t Systems (henceforth,"3t")and Interagency Oversight Group of Weld County ("Client").This SOW is dated and effective 11 July,2007. This contract becomes null and void if not ratified by midnight, 11 September,2007. ACCEPTED: ACCEPTED: Client: cl� 3t: 3t Systems, Inc. Proprietary and Confidential a&c o 7-ci‘s!) Weld County IOG Page 6 of 6 3tSystems Proposal 11 July,2007 Name: Name: Asi Ccn NettiC, Title: Title: (',(int-F resat -Ft ter Date Date: 0" f (s 3t Systems, Inc. Proprietary and Confidential IOG EXHIBIT B Change of Scope Request This Change of Scope Request("Change Request")is governed by the terms and conditions of the Master Professional Services Agreement("Agreement")between Big Tree, Inc., a Colorado corporation,by and through its wholly-owned subsidiary 3t Systems,Inc.,a Colorado cmpuration("at"),and ("Client"),dated and effective and the SOW issued thereunder and effective .This Change Request shall describe the nature of the requested changes to the SOW. 3t understands that the undersigned has the authority to accept and approve the Services and any modifications to any schedule on behalf of Client. The terms and definitions of the Agreement shall apply to the SOW and this Change Request and any exhibits or schedules hereto. Requester. Date of Request Impacts: (attach additional sheet(s)as necessary} Technical: Implementation: Resources: Schedule: Cost: 3t Project Manger. Accept ❑ Reject 0 Client Project Manager. Accept ❑ Reject 0 3t Systems Client Signature: Signature: Print Name: Print Name: Print Title: Print Title: Date: Date: Page 9 of 9 3t Systems,Inc. Master Professional Services Agreement Proprietary and Confidential JOG THIS EXHIBIT SHALL NOT BE UTILIZED IN THEIS AGREEMENTEXHntrr r Travel Expense Reimbursement Policy This Policy was Last Revised: December 1,2005. 1. Airfare: Client will reimburse 3t for the cost of normal and customary airfare for travel to Client's location(s). Client will pre-approve all travel expenses that require air transportation. 2. Auto Travel: a. Round-trip automobile travel time to locations within a 75 mile radius of any 3t office will be billed one half hour at the applicable services rate using MapQuest to establish distance: http://www.mapquest.com. b. Round-trip automobile travel time to locations beyond a 75 mile radius of any 3t office will be billed for actual travel time at the applicable services rate using MapQuest to establish distance: httu;//www mapquest.com. c. If 3t personnel use a personal automobile for travel to Client's locations beyond a 75 mile radius of any 3t office, Client will reimburse 3t at a rate per mile equivalent to the United States Internal Revenue Service ("IRS") mileage allowance rate. The most direct, practical route will be used for billing as established by MapQuest http://www.manouuest.com. 3. Travel Time: For 3t Systems personnel's out of state travel time,Customer will pay,at such 3t Systems personnel's applicable hourly billable rate,for the number of hours of one-way travel to Customer's facilities, 4. Local Transportation: Client will reimburse 3t for local transportation expenses,such as auto rentals,taxis,buses, light rail,tolls,and parking fees.For auto rentals, 3t will rent intermediate size automobiles at the lowest possible rate from a national car rental agency. 5. Lodging: Client will reimburse 3t for lodging charges,which will be commensurate with the average seasonal rates charged in the immediate area for three-star hotels or four-star hotels if 3t has a corporate agreement that allows for rates equivalent to a three-star hotel. If Client has a corporate agreement that allows for rates equivalent to a three- star hotel,3t personnel,with Client's assistance,will book accommodations at such hotel and rate. 6. Meals: Client will reimburse 3t for actual meal expenses or pay 3t's per diem fee,which is consistent with the U.S. General Services Administration Domestic per diem fee schedule (located at httn://rolicvworks.gov/ore/main/mt/homenaeelmtt/nerdie Wtravel.htm). 7. Miscellaneous: Client will reimburse 3t for necessary business telephone calls made on Client's behalf,a reasonable "safe arrival" and a "departure plan" call, reasonable tipping, reasonable valet and laundry charges, and other reasonable travel expenses approved by Client in advance. 8. Non-Reimbursable Expenses. Client will not be required to reimburse 3t for personal expenses such as hotel shop purchases, in-mom movies,and sundry items.Client will not be required to reimburse 3t for any charges associated with personal side trips. 9. Receipts. To support travel expense items on invoices,3t will retain receipts for lodging,airline travel,rental cars, and all other non per diem expenditures of an amount that would require a receipt under IRS guidelines. 3t will make these a copy of these receipts available to Client upon request. 10. Cance ladons and Rescheduling. If Client cancels or reschedules a trip after 3t has booked airline, car, or hotel reservations, 3t will attempt to cancel the reservations without incurring a penalty. Client will reimburse 3t for charges it is unable to avoid,including cancellation and rescheduling charges. Page 10 of 9 3t Systems,Inc. Master Professional Services Agreement Proprietary and Confidential Hello