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Home My WebLink About20071643.tiff RESOLUTION RE: APPROVE SITE LICENSE AND SERVICES AGREEMENT FOR SOFTWARE AND TRAINING;AND SERVICE AND LICENSE AGREEMENTS,AND AUTHORIZE CHAIR TO SIGN ALL NECESSARY DOCUMENTS 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 Custom Site License and Services Contract for Software and Training among the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Departments of Human Services and Social Services, Weld County Interagency Oversight Group, and Vision Link, Inc., commencing June 15, 2007, and ending June 15, 2009, with further terms and conditions being as stated in said agreement, and WHEREAS, the Board has been presented with a Service Agreement and a License Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Departments of Human Services and Social Services, and Mile High United Way, commencing upon full execution of said agreements, with further terms and conditions being as stated in said agreements, and WHEREAS,after review,the Board deems it advisable to approve said agreements,copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Custom Site License and Services Contract for Software and Training between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Departments of Human Services and Social Services, and Vision Link, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board of County Commissioners of Weld County, Colorado,that the Service Agreement and License Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,on behalf of the Departments of Human Services and Social Services, and Mile High United Way be, and hereby is, approved BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreements. 2007-1643 • HR0078 6 � €2E' -O0 RE: SITE LICENSE AND SERVICES AGREEMENTS FOR SOFTWARE AND TRAINING PAGE 2 The above and foregoing Resolution was,on motion duly made and seconded,adopted by the following vote on the 11th day of June, A.D., 2007. BOARD OF COUNTY COMMISSIONERS L 7 WEL OU TY, COLORADO ATTEST: m, 1 vid E. Long, Chair Weld County Clerk to the qar illiam J roTem BY: 114441,-4rk �� 2 Y J� Dep ty Clerkthe Board Willi F Garcia APP D AS T Robert D. Masden ounty Attorney I uglas R demacher Date of signature: �`�gl� 7 2007-1643 HR0078 a MEMORANDUM DATE: June 7, 2007 t 7 IDavid E. Long, person Wi`li TO: Chair Board of County Commissioners 7 COLORADO FROM: Walt Speckman, Executive Director v� L�y2�Y SUBJECT: Contract with Vision Link and Mile High United Way Presented for Board approval is a Contract with Vision Link and Mile High United Way to provide software and training for a consortium of county users: the Juvenile Assessment Center, the 1451 Committee, and Building Healthy Marriages. The Contract covers initial start-up and software purchases as well as establishing the ongoing annual cost. If you have any questions, please contact me at extension 3317. 2007-1643 V i s i o n L i n k 3050 Broadway• Suite 201, Boulder, CO 80304 303-402-0170• Fax 303-402-0169 PEOPLE.TOOLS.C H A N GE.COMMUNITY. SITE LICENSE & SERVICES AGREEMENT WELD COUNTY, COLORADO DEPARTMENT OF SOCIAL SERVICES JUNE 8 , 2007 :VPAA VisionLink TM 3050 Broadway•Suite 201 Boulder,CO 80304 303-402-0170• Fax 303402-0169 PEOPLE.TOOL S.CHANGE.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: June 15, 2007 ("Start Date") And remains in effect through the Ending Date: June 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, Page 2 of 8 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 $ 22,235 ("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. 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, 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. Page 3 of 8 FORM BUILDER PORTAL FEE: $2,500 (payable upon launch of module, per portal) This is a 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 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. Page 4 of 8 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. 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. Page 5 of 8 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 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 Page 6 of 8 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. By: By: Officer: David E. Long Officer: Douglas Zimmerman Title: Chair, Board of County Title: President, VisionLink, Inc. Commissions 4/f / Date: JUN 11 2001 Date: WELD COUNTY DEPT OF SOCIAL SERVICES By: Officer: J y . ri go Title: r ctor Date: WELD COUNTY DIVISION OF HUMAN SERVICES By: Officer: er peckman Title: ecut Director Date: WELD COUNTY INTERAGENCY OVERSIGHT GROUP q,,,� By: �os��e-'%"//l 17 i-ti Officer: Wayne4laxwell Title: Chaff Date: 6- f 2-O 7 {Signature page for Custom Site License and Services Agreement} 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 JAC. Contractor shall provide a weekly data feed from the CO 211 Resource Database to the Weld County JAC system. Healthy Marriages and HB 1451 will be implemented after the Form Builder release in Q3. 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 share common resource directory database. The Contractor will provide weekly data feed from CO 2-1-1 system upon request. 4. The system shall generate management reports that are pre-programmed as well as have the flexibility to allow ad hoc reporting. 5. 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 separate Tapestry system for JAC and provide resource directory data feed from CO 2-1-1. Page 1 of 4 6/7/2007 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. 8. Contractor shall provide phone and email support during JAC configuration process until public launch at no additional cost. 9. 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. 10. 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 June 2007 - Execute Contract - Configuration Forms sent to Customer - VisionLink receives completed Configuration Forms —takes 15 business days to configure and launch for internal review July 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 Aug 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 Aug/Sep 2007 —Form Builder Release - Weld County Activates Form Builder for OLSA - Form Builder Web Portals configured for each site Page 2 of 4 6/7/2007 *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 Bui/der. Sep 2007 - Healthy Marriages & 1451 Implement - Training for sysop on CO 2-1-1 system - Training for users on CO 2-1-1 system D. Payment Plan June Configuration —JAC completes forms and sends to VL VL Reviews Configuration Forms and launches site July: Internal Site Launch - JAC determines if the instance is working Release of payment - Site License paid to VL $11,995 Sysop Training 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. Aug: Public Site Launch - JAC determines if the instance is working Release of payment - Training fee paid to VL $3,000 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. Resource Data Feed — JAC requests weekly data feed VL provides first data feed — JAC reviews and determines if the resource data is complete Release of payment - Connectivity Fee paid to MHUW (one-time) $ 5,000 - Data Maintenance Fee paid to MHUW $ 3,500 Annual service fee for each portal Sep: Form Builder Release— Weld County requests Form Builder Release of payment - Form Builder Activation Fee paid to MHUW $ 5,000 One time fee Page 3 of 4 6/7/2007 Sep/Oct: 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 E. Payment Details One Time Charges: VL Site License $11,995 VL Training $3,000 MHUW Form Builder Activation $5,000 MHUW Connectivity Fee $5,000 $24,995 * Shared between JAC, Healthy Marriages, and HB 1451 On-going Charges: VL Comprehensive Support Plan (annual) $4,740 Shared between JAC. Healthy Marriages, and HB 1451 MHUW Data Maintenance Fee (annual, per portal) $3,500 VL Form Builder Portal Fee (annual, per portal) $2,500 Page 4 of 4 6/7/2007 SERVICE AGREEMENT THIS SERVICE AGREEMENT is entered into this 11 day of June , 2007, by and between the Weld County [identify agency] (the "Agency"), whose address is 915 10th Street, Greeley, Colorado , and Mile High United Way ("MHUW"), whose address is 2505 le Street, Denver, CO 80211-3939. WHEREAS, MHUW administers the official Colorado 2-1-1 database for providing information and making referrals regarding community health and human services providers; and WHEREAS, MHUW contracted with VisionLink to provide software and support for the operation of MHUW's 2-1-1 database; and WHEREAS, the Agency desires to contract with MHUW to perform services in accordance with terms of this Agreement related to the Agency's participation in the MHUW's 2-1-1 database; and WHEREAS, MHUW desires to perform services on an independent contractor basis as set forth in this Agreement related to the Agency's participation in MHUW's 2-1-1 database; NOW THEREFORE, in consideration for the mutual promises made herein, the Agency and MHUW agree as follows: 1. Services. MHUW agrees to perform the following services in a timely, professional manner: 1.1 Provide Tapestry Site License for Agency's participation in and use of Tapestry software pursuant to the terms of the License Agreement attached hereto as Exhibit A; 1.2 Provide a Portal for Agency's access to the Tapestry system; 1.3 Reconfiguration of Agency's local codes for use of Tapestry system and software; and 1.4 Maintain Agency information on the 2-1-1 database. Agency represents and acknowledges that the services performed under this Agreement will be done at hours and times as determined by MHUW. MHUW is engaged in providing these types of services for persons or entities other than the Agency, and the MHUW is not required to provide services exclusively to the Agency during the term of this Agreement. 2. Fees. 2.1 The Agency shall pay MHUW the following fees: 1 c?oo 2-7673 (a) A one-time payment of$5,000 to establish initial connectivity for each Portal employed by Agency, payable upon execution of this Agreement. (b) A one-time payment of$5,000 payable upon receipt of invoice from MHUW for completion of the FormBuilder feature by VisionLink. (c) An annual service fee in the mount of$3,500 per Portal employed and used by Agency, which mount shall be payable concurrently with the execution of this Agreement, and thereafter on each anniversary date hereof in accordance with the then prevailing service fees. (d) The fees above are inclusive of access and license to the Tapestry software license. (e) In the event MHUW collects in the future from third parties unrelated to Weld County fees specifically allocated to FormBuilder, 25% of such fees shall, in MHUW's sole discretion, be paid or credited back to the Agency until such time as the entire $5,000 amount paid by Agency under Section 2.1(b) has been recouped by the Agency. 3. Term. The term of this Agreement shall be from June 11, 2007 until 4. Termination. The Agency may terminate this Agreement with or without cause upon giving-thirty (30) days written notice to MHUW. In the event the Agency terminates this Agreement, MHUW shall be entitled to be paid for Services rendered and expenses incurred through the effective date of termination. MHUW may terminate this Agreement with or without cause upon giving thirty (30) days written notice to the Agency. In the event MHUW terminates this Agreement, MHUW shall be entitled to receive compensation and expenses accrued to the effective date of termination. All access to the Services and software provided to Agency hereunder shall terminate upon termination of this Agreement. 5. Relationship. The parties understand and agree that MHUW is an independent contractor and that MHUW is not an employee of the Agency, nor is MHUW entitled to Agency employment benefits. The parties are not legally partners and do not assume joint and several liability and any sharing of profits, losses, and costs. Each party under this Agreement is responsible for its own employees and legal agents. It is understood that the parties subject to the Governmental Immunities Act do not intend to waive any defense a party may have under or pursuant to the Colorado Governmental Immunities Act, and any party subject to the Act may raise any defense pursuant to the Act. 6. Work Quality. The MHUW warrants to the Agency that all services provided will be of good quality, and in conformance with this Agreement. Agency shall make warranty claims with respect to such services within seven(7) days of MHUW's provision of such services. Provided that the warranty claim is timely made, Agency's sole remedy shall be the re-performance of such services by MHUW. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, MHUW 2 MAKES NO OTHER AND DISCLAIMS ALL IMPLIED AND EXPRESS REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, UPTIME, ACCESS, AND ERROR FREE NATURE OF SERVICES OR SOFTWARE PROVIDED HEREUNDER. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES ARISING UNDER THIS AGREEMENT. MHUW'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO FEES ACTUALLY COLLECTED BY MHUW HEREUNDER. 7. Work Product. Any data, reports, drawings documents or other things or information provided by the Agency to the MHUW during the performance of services under this Agreement and any reports, drawings or other writings based entirely on the Agency's disclosures and created as part of the services MHUW provides under this Agreement shall be and remain the sole property of the Agency at all times. Notwithstanding the foregoing, MHUW may access, use, assemble and disseminate such data for reporting, compliance, and statistical purposes, provided that MHUW otherwise complies with the confidentiality obligations below. 8. Confidentiality. The MHUW and Agency understand that during the course of performing the Work hereunder, each party may have access to certain confidential and proprietary information and materials of the other party in order to further performance of the Work. The parties shall protect confidential information by using the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized use, dissemination or publication of confidential information as each party uses to protect its own confidential information in a like manner. The parties shall not disclose the confidential information to any third party, or to any employee or MHUW who does not have a need to know such information, which need is related to performance of a responsibility hereunder. However,this Agreement imposes no obligation upon the parties to with respect to 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 confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement. 9. Third Parties. This Agreement does not and shall not be deemed to confer upon any third party any right to claim damages to bring suit, or other proceeding against either the Agency or MHUW because of any term contained in this Agreement. 10. Assignment. Neither party shall assign this Agreement or any portion of this Agreement without the prior express written consent of the other, which consent shall not be unreasonably withheld or delayed. 11. Entire Agreement. This Agreement, including all attachments hereto, constitutes the entire agreement and understanding between the parties and supersedes any prior agreement or understanding relating to the subject matter of this Agreement. 3 12. Modification. This Agreement may be modified or amended only by a duly authorized written instrument executed by the parties hereto. 13. Compliance with Laws/Rules. The parties shall observe and abide by all laws applicable to the services performed under this Agreement. 14. Applicable Law,Jurisdiction and Venue. The laws of the State of Colorado shall govern this Agreement. Any legal action arising from the performance hereof shall be in the District Court of the County of Weld, Colorado. 15. 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 prepaid, return receipt requested, addressed as indicated in the first section of this Agreement. 16. Waiver. The failure of either party to enforce any provision of this Agreement shall not be constructed as a waiver or limitation of that party's right subsequently enforce and compel strict compliance with every provision of this Agreement. 17. Survival. Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this Agreement, and the exhibits and attachments hereto, which may require continued performance or compliance beyond the termination date of this Agreement shall survive such termination date and shall be enforceable as provided herein in the event of a failure to perform or comply by a party to this Agreement. 4 WELD CO By: E Officer: David E. Long Title: Chair, Board of County Date: JUN 11 2007 WELD COUNTY DEPT OF SOCIAL SERVICES By: Ot- B\-A-14r Officer: dy A. n go Title: irector Date: of g WELD COUNTY DIVISION OF HUMAN SERVICES By: 'beet, Officer ec an Title: Ex tive Director Date: WELD COUNTY INTERAGENCY OVERSIGHT GROUP By: � L¢_'-/r,7, ' tct' 7 Officer: Wayne Maxwell Title: Chair Date: !9 `/o)^© MILE HIG ITED WAY By: /A% Offi er: Richard Audsley Title: Executive Vice President and COO Date: 7 —2 g -O, 5 070,07-/69,,3 EXHIBIT A LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is entered into as of the 11th day of June,2007, by and between Mile High United Way ("MHUW") and Weld County [insert agency] ("Licensee"). WHEREAS, pursuant to a master software license granted by VisionLink, Inc. ("VisionLink") to MHUW, MHUW has obtained from VisionLink a license for the use of certain software programs knows as Tapestry (the "Software"); WHEREAS, MHUW is authorized to sublicense the Software to Licensee; and WHEREAS, Licensee desires to obtain from MHUW a sublicense to use the Software, pursuant to the terms and conditions herein set forth. NOW THEREFORE, in consideration of the mutual covenants and conditions herein set forth, the parties agree as follows: 1. License A. Grant. Subject to the terms and conditions of this Agreement, MHUW hereby grants to Licensee a non-exclusive, non-transferable license, without the right to sublicense, to use the Software and all accompanying user manuals and documentation provided in connection therewith. The Software will reside on VisionLink's servers, and Licensee will be issued a unique and confidential access code to enable Licensee's remote access to and utilization of the Software. Licensee shall ensure that its authorized employees using the Software comply with this Agreement. B. Restrictions. Except for the license hereby granted and as otherwise specifically provided herein, all rights in and to the Software are reserved. Licensee may not, and may not authorize others to use or copy the Software, or any copy, adaptation transcription, or merged portion thereof, except as expressly authorized or as contemplated by this Agreement. Licensee shall not and shall not authorize others to disassemble, reverse engineer, decompile, or in any other manner obtain the source code to the Software. Licensee shall not, and shall not authorize others to, adapt, assign, modify, translate, lease, sublicense, loan, distribute, resell, or network the Software, or related materials or create derivative works based upon the Software or any part thereof. Licensee shall at all times safeguard its access codes to the Software, and shall promptly notify MHUW in the event the confidentiality of the access codes may have been compromised. In addition to the other remedies available to MHUW, any use of the Software outside the scope of the license granted herein, and failure to cure such unauthorized use within aoo7—/‘5°3 fifteen (15) days of receipt of MHUW's written notice to such effect, shall automatically terminate the license and this Agreement, in which event no refund of license or other fees will be made to Licensee. C. License Fees. As consideration for the license to the Software granted in this Agreement, Licensee shall pay MHUW an annual, prepaid Software license fee in the amount set out in the Agreement. 2. Term and Termination A. Term of Agreement. The term of this Agreement and the license granted hereunder shall commence on the date first set forth above and shall continue for a one year period. Thereafter, this Agreement may be renewed for additional one year terms unless earlier terminated in accordance with this Agreement. B. Termination by Licensee. Licensee may terminate this Agreement and the Software license without cause upon thirty (30) days written notice. To exercise this provision, Licensee must return all documentation and other materials related to the Software to MHUW, and Licensee's access to the Software will be terminated. C. Termination by MHUW. If Licensee materially breaches this Agreement and fails to correct such breach within thirty (30) days following written notification specifying the breach, then MHUW may terminate this Agreement. Furthermore, MHUW may terminate this Agreement, with or without cause and without prior notice, if MHUW determines in its reasonable discretion that Licensee's continued use of the Software jeopardizes MHUW's ability to comply with its obligations to VisionLink, or with any other law or regulation governing MHUW and its activities. Notwithstanding anything herein to the contrary, this Agreement and the license herein granted shall terminate immediately and automatically in the event the master license from VisionLink to MHUW is terminated by either party thereto and for any reason. D. Obligations Upon Termination. Upon termination of this Agreement, Licensee shall promptly return to MHUW all documentation related to the Software within the Licensee's possession or, if permitted by MHUW, provide written certification that all documentation has been destroyed. Licensee's access to the Software shall also terminate E. Injunctive Relief. MHUW shall have the right to injunctive and equitable relief to remedy any material violations of this Section because damages would not adequately compensate the affected party for any resulting loss or injury. 3. Taxes Licensee is solely responsible for payment of all fees and taxes of whatever kind or nature imposed by the federal government, state, or any local body arising from or relating to this license, including, but not limited to, the use of the Software by Licensee. 4. Disclaimer of Warranties MHUW MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SOFTWARE (INCLUDING MHUW'S ADMINISTRATION OF THIS AGREEMENT, THE LICENSE FROM VISIONLINK, AND ANY HOSTING OR MAINTENANCE SERVICES PROVIDED BY VISIONLINK), INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UPTIME, AVAILABILITY, ACCURACY, AND NONINFRINGEMENT. Licensee understands and acknowledges that MHUW is not the developer, owner, or provider of the Software, and that no claims with respect to the Software shall be made against MHUW. 5. Indemnification Licensee shall defend, indemnify, and hold MHUW harmless from and against any liability, cost, expense, loss, or damages incurred by MHUW as a result of Licensee's breach of the requirements of this Agreement, violation of any rule, regulation, or personal or proprietary rights of others, or any other claims made by or arising from the services provided by Licensee or its Agency agencies to clients. 6. Confidentiality Licensee understands and acknowledges that the Software will be utilized to enter, store, track, and in certain instances, share confidential and private information pertaining to clients of Licensee. Licensee shall ensure that it at all times complies with all laws, rules, and regulations governing the collection, storage, and dissemination of such client information, which shall be deemed to be confidential and private. Licensee understands that MHUW may have access to such information, and may utilize same for statistical and reporting purposes. 7. Miscellaneous Provisions A. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Colorado, without regard to its conflict of law rules that would refer to and apply the substantive laws of another jurisdiction. B. Integration. This Agreement constitutes the entire understanding of the parties with respect to the Software license, and supersedes all prior related agreements between the parties. This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled, or waived in whole, or in part, except by written amendment acknowledged by and between the parties hereto. C. No Waiver. No waiver of any rights caused by breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing. D. Severability. In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed and the entire Agreement shall not fail on account thereof and the balance of this Agreement shall continue in full force and effect. E. Attorneys Fees. The parties agree that if any action or proceeding is brought by either party to interpret or enforce this Agreement, that the prevailing party in such action or proceeding shall be entitled to collect from the other all fees and costs incurred as a result of such or proceeding through to the date of final collection, including reasonable attorneys' fees and other professionals' fees. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first above written. WELD COUN By: — � o, a ' Officer: David E. Long 1 Title: Chair, Board of County I` Date: JUN 11 2007 WELD COUNTY DEPT OF SOCIAL SERVICES By: a- ()VW Officer: Judy . Griego Title: Director, r` Date: (D I �I in 7 WELD COUNTY DI ISION OF HUMAN SERVICES f�T/� OfficWV r S marl Title: Exe tive erector Date: WELD COUNTY INTERAGENCY OVERSIGHT GROUP By: & ea -e/1 e-ra Officer: Wayn Maxwell Title: Chair Date: 4 —/)^O 7 MILE HIG ITED WAY , By: Off r: Richard Audsley Title: Executive Vice President and COO Date: 2 — Z- ' -O -7 o?OD 7-/‘/,3 Hello