The URL can be used to link to this page

Browse Search

Home My WebLink About20233774.tiffLo va ck- (D1v11 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Professional Services Agreement Amendment #1 with Northwoods Consulting Partners, Inc. DEPARTMENT: Human Services DATE: November 19, 2024 PERSON REQUESTING: Jamie Ulrich, Director, Human Services Brief description of the problem/issue: In 2023 the Department of Human Services (DHS) entered into a Professional Services Agreement (PSA) with Northwoods Consulting Partners, Inc. for software to scan and manage documents and appointments for conducting daily business, known to the Board as Tyler ID# 2023-3774, approved on December 20, 2023. The Department is now requesting to enter into Amendment #1 with Northwoods Consulting Partners, Inc. to update paragraph 3. Term, and Exhibit C, Invoice. The term of this agreement will be for the period from January 1, 2025 through December 31, 2025, thereafter, automatically renewing in subsequent 12 -month intervals, unless terminated in accordance with the terms of the agreement. This Amendment has been reviewed and approved by Information Services (Jacob Mundt). What options exist for the Board? • Approval of the PSA Amendment #1 with Northwoods Consulting Partners, Inc. • Deny approval of PSA Amendment #1 with Northwoods Consulting Partners, Inc. Consequences: No agreement amendment will be executed with Northwoods Consulting Partners, Inc., for the use of document management system software. Impacts: DHS will not have an updated agreement for a platform to manage and track documents. Costs (Current Fiscal Year I Ongoing or Subsequent Fiscal Years): • Total cost for 2025 = $213,601.00. Pass -Around Memorandum; November 19, 2024 — CMS ID 8877011*6) Corwl- & tom- 3114 I Z /mil / 2 /41/.2 ►--60ci S Recommendation: • Approval of Amendment #1 and authorize the Chair to sign. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro-Tem Mike Freeman Scott K. James Kevin D. Ross, Chair Lori Saine �l tY Pass -Around Memorandum; November 19, 2024 - CMS ID 8877 AGREEMENT AMENDMENT BETWEEN THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES AND NORTHWOODS CONSULTING PARTNERS, INC. This Agreement Amendment made and entered into lip day of LQRn/ 2024 by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Human Services, hereinafter referred to as the "Department", and Northwoods Consulting Partners, Inc., hereinafter referred to as the "Contractor". WHEREAS the parties entered into an Agreement for Document Management Softare, (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2023-3774, approved on December 20, 2023. WHEREAS the parties hereby agree to amend the term of the Original Agreement in accordance with the terms of the Original Agreement and any previously adopted amendment, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement will end on December 31, 2024. • This Amendment, together with the Original Agreement, constitutes the entire understanding between the parties. The following additional changes are hereby made to the current Agreement as of January 1, 2025: 1. Paragraph 3. Term is hereby amended as follows: The term of this Agreement shall be from January 1, 2025 through December 31, 025, thereafter, automatically renewing in subsequent 12 -month intervals, unless terminated in accordance with the terms herein. 2. Exhibit C, Invoice, is hereby amended as attached. • All other terms and conditions of the Original Agreement remain unchanged. aoa-- 317V IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: ATTEST: BY: W.,driewo vJeii.;„k Clerk to the Board 4.n17j ( Deputy Clerk to the BOARD OF COUNTY COMMISSIONERS WELD COUNTY D. Ross, Chair DEC 0 9 2024 . TRACTOR: Northwoods Consulting Partners, Inc. 5200 Rings Road Dublin, Ohio 43017 By: Dw.e David Minning, Chief Executive Officer Date: 5' 25, "24 ,25,2024 Exhibit C NORTHWOODS Northwoods Consulting Partners, Inc. 5200 Rings Rd Dublin, Oh 43017 Bill To: Weld County DHS (CO) 315 N. 11th Avenue Greeley, CO 80631 Invoice #: SIN003925 Invoice Date: 12/1/2024 Customer ID: 1009 PO#: Due Date: 12/31/2024 Description Quantity Amount OnBase Integration for Microsoft Outlook Support 1 $2,814.00 OnBase Bar Code Recognition Server Support 1 $1,406.00 OnBase Advanced Capture Support 1 $7,036.00 OnBase Full -Text Search Support 1 $5,126.00 OnBase Exception Reports Support 1 $1,127.00 OnBase ICR Support for Advanced Capture Support 1 $1,406.00 Compass Appointments Support 200 $36,610.00 Compass Capture Desktop Support 11 $3,856.00 Compass People Support 1 $2,361.00 OnBase Application Enabler Support 1 $5,629.00 OnBase Concurrent Client Support 118 $45,476.00 OnBase Distributed Disk Services Support 1 $1,406.00 OnBase EDM Services Support 1 $1,406.00 OnBase Multi -User Server Support 1 $2,251.00 OnBase Named User Client Support 17 $3,348.00 OnBase Report Services Support 1 $1,406.00 OnBase Unity Client Server Support 1 $2,814.00 OnBase Unity Integration Toolkit Support 1 $2,814.00 OnBase Virtual Print Driver Support 1 $1,406.00 OnBase Workflow Named User Client SL Support 16 $6,302.00 OnBase Workflow Workstation Client SL Support 1 $395.00 OnBase Document Import Processor Support 1 $1,406.00 OnBase Production Document Imaging (Kofax or Twain) Support 3 $3,095.00 OnBase Workflow Concurrent Client SL Support 118 $57,180.00 Annual Support Renewal —1/1/2025 - 12/31/2025 (SILVER). Please note to avoid interruption of your support coverage, and to avoid any late payment fees for the OnBase software portion of this renewal, payment must be received by Northwoods by 12/31/2024. Support prices are subject to an annual increase. For Questions regarding this invoice: Email: accountsreceivable@teamnorthwoods.com Phone: 614-781-7800 For ACH payments, remit to: Huntington National Bank, Columbus, Ohio Account Number — 01891768819 ABA Number — 044000024 Subtotal $198,076.00 Tax $0.00 Payment/Credits $0.00 Total $198,076.00 Amount Due $213,601.00 After 12/31/2024 SIGNATURE REQUESTED: Weld/Northwoods Amendment #1 Final Audit Report 2024-11-25 Created: 2024-11-22 By: Windy Luna (wluna@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAAt6aQi3oPgKM1X63ZmXLSZ2PpENFzciDd "SIGNATURE REQUESTED: Weld/Northwoods Amendment #1" History ,t Document created by Windy Luna (wluna@weld.gov) 2024-11-22 - 10:46:07 PM GMT- IP address: 204.133.39.9 E Document emailed to Dave Minning(dave.minning@teamnorthwoods.com) for signature 2024-11-22 - 10:47:01 PM GMT in Email viewed by Dave Minning(dave.minning@teamnorthwoods.com) 2024-11-22 - 11:03:18 PM GMT- IP address: 174.207.105.210 6® Document e -signed by Dave Minning(dave.minning@teamnorthwoods.com) Signature Date: 2024-11-25 - 2:46:44 PM GMT - Time Source: server- IP address: 209.143.87.130 O Agreement completed. 2024-11-25 - 2:46:44 PM GMT Dowered by Adobe Acrobat Sign Contract Form Entity Information Entity Name* Entity ID* NORTHWOODS CONSULTING @00032609 PARTNERS INC Contract Name* Contract ID NORTHWOODS (PROFESSIONAL SERVICES AGREEMENT 8877 AMENDMENT #1) Contract Status CTB REVIEW Contract Lead * WLUNA Q New Entity? Parent Contract ID 20233774 Requires Board Approval YES Contract Lead Email Department Project # wluna@weld.gov;cobbxxl k@weld.gov Contract Description * NORTHWOODS CONSULTING PARTNERS, INC. - PROFESSIONAL SERVICES AGREEMENT AMENDMENT #1. THIS AMENDMENT WILL UPDATE PRICING ON EXHIBIT C - INVOICE, AND EXTEND TERM. TERM: 1/12025 THROUGH 12/31/2025, AUTOMATICALLY RENEWING IN 12 -MONTH INTERVALS. Contract Description 2 PA ROUTING WITH THIS CMS/ONBASE ENTRY. Contract Type* AMENDMENT Amount* $213,601.00 Renewable* YES Automatic Renewal Grant IGA Department Requested BOCC Agenda Due Date HUMAN SERVICES Date* 11/30/2024 12/04/2024 Department Email CM- HumanServices@weld.gov Department Head Email CM-HumanServices- DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date* 10/31/2025 Renewal Date* 01 /01 /2026 Committed Delivery Date Expiration Date Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head Finance Approver Legal Counsel JAMIE ULRICH CHERYL PATTELLI BYRON HOWELL DH Approved Date Finance Approved Date Legal Counsel Approved Date 11/26/2024 11/27/2024 11/27/2024 Final Approval BOCC Approved Tyler Ref # AG 120924 BOCC Signed Date Originator WLUNA BOCC Agenda Date 12/09/2024 RESOLUTION RE: APPROVE PROFESSIONAL SERVICES AGREEMENT, SOFTWARE SUPPORT AGREEMENT, AND COMPASS SOFTWARE END USER LICENSE AGREEMENT FOR CONTRACT MANAGEMENT PLATFORM, AND AUTHORIZE CHAIR TO SIGN - NORTHWOODS CONSULTING PARTNERS, 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 Professional Services Agreement, Software Support Agreement, and Compass Software End User License Agreement for Contract Management Platform 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 Human Services, and Northwoods Consulting Partners, Inc., commencing January 1, 2024, and ending December 31, 2024, 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 agreements 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 Human Services, and Northwoods Consulting Partners, Inc., be, and hereby are, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreements. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 20th day of December, A.D., 2023. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: c,?�s",, f c Weld County Clerk to the Board B< catoord, Deputy Clerk to the Board AP County A .rney Date of signature: 1 (4 !VI eman, Chair k, Pro-Tem cott K. James 7 c_ D. Ross Saine cc., E-lSD log/ay 2023-3774 HR0095 Conhvuc+ 11)11,05-1 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Professional Services Agreement with Northwoods Consulting Partners, Inc. DEPARTMENT: Human Services DATE: December 12, 2023 PERSON REQUESTING: Jamie Ulrich, Director, Human Services Brief description of the problem/issue: Since 2013 the Department of Human Services (DHS) has contracted with Northwoods Consulting Partners, Inc. to provide software to scan and manage documents and appointments for conducting daily business. The related agreements of this system are known to the Board as Tyler #2012-3242, #2020-0964, and #2021-0365. The Department is requesting to enter into a new Professional Services Agreement to continue the use of this software. This PSA has been reviewed and approved by Legal (Byron Howell) and Information Services (Jacob Mundt) and will supersede all documents listed above that were previously associated with these services. The term of this agreement will be for an initial period from January 1, 2024 to December 31, 2024 and at the end of the initial period will automatically renew in subsequent 12 -month intervals, unless terminated in accordance with the terms of the agreement. What options exist for the Board? • Approval of the PSA with Northwoods Consulting Partners, Inc. • Deny approval of the PSA with Northwoods Consulting Partners, Inc. Consequences: No agreement will be executed with Northwoods Consulting Partners, Inc., for the use of document management system software. Impacts: DHS will not have a platform to manage and track documents. Costs (Current Fiscal Year/ Ongoing or Subsequent Fiscal Years): • Total cost for 2024 = $225,746.00 Recommendation: Approval of the Agreement and authorize the Chair to sign. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro-Tem .6P Mike Freeman, Chair Scott K. James Kevin D. Ross Lori Sane dS Pass -Around Memorandum; December 12, 2023 — CMS ID 7687 Cc: I -)S 3 O rt exA se ZIZO afar/3 2023-3774 141eUc(S Cheryl Hoffman From: Sent: To: Subject: Cheryl Hoffman Wednesday, December 13, 2023 12:30 PM Cheryl Hoffman 8 Passarounds Today 11:56 AM Hi mike, I just sent you 8 pass grounds. Could you please review? I hope you're having a wonderful time Cheryl, I just reviewed all 8 and I am good with all of them. Mike Thank you mike. That's all I need. Delivered Cheryl L. Hoffman Deputy Clerk to the Board 1150 O Street/P.O. Box 758 Greeley, CO 80632 Tel: (970) 400.4227 choffman@weld.gov WELD COUNTY AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY AND NORTHWOODS CONSULTING PARTNERS, INC. THIS AGREEMENT is made and entered into this 20'day of OQ entjgc/ , 2023, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and Northwoods Consulting Partners, Inc., whose address is 5200 Rings Road, Dublin, Ohio 43017, hereinafter referred to as "Contractor". WHEREAS, County desires to retain Contractor as an Independent Contractor to perform services as more particularly set forth below; and WHEREAS, Contractor has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibit A, Software Support Agreement, Exhibit B, Compass Software End User License Agreement, and Exhibit C, Invoice, which forms an integral part of this Agreement. Exhibits A, B, and C specifically incorporated herein by this reference. This agreement supersedes and replaces all existing and current agreements, amendments, extension/renewals, and Memorandums of Understanding as listed: a. Purchase Agreement and subsequent extension/renewals to this agreement identified as Tyler ID# 2012- 3243 dated November 14, 2012. b. Contract Extension/Renewal identified as Tyler ID# 2020-0964 dated March 23, 2020. c. Memorandum of Understanding identified as Tyler ID# 2021-0365 dated February 3, 2021. 2. Service or Work. Contractor agrees to provide the materials, equipment and/or products necessary for the outlined Statement of Work and further agrees to diligently provide all services and labor, as set forth in Exhibits A, B, and C. 3. Term. The term of this Agreement shall be for a 12 -month period from January 1, 2024, through December 31, 2024, thereafter, automatically renewing in subsequent 12 -month intervals, unless terminated in accordance with the terms herein. 4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. Upon termination of this agreement, Client is entitled to a full copy of their data stored in Contractor's Systems. This will include all reference and transactional data, provided in machine readable formats (SQL or MS Excel), and all associated metadata (data dictionaries, schema, and etc). Upon confirmation of receipt this data, Contractor ceases to be the system of record for Weld County, and at that point should purge all Weld County data in accordance with appropriate data retention policies. 2023-3774 5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing and signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. 6. Compensation/Contract Amount. County agrees to pay an amount no greater than the amount outlined in Exhibit C, Invoice, for the term of this Agreement, as set forth in Paragraph 3. County agrees to pay Contractor through an invoice process during the course of this Agreement in accordance with the Invoice as reflected in Exhibit C. Contractor agrees to submit invoices which detail the work completed by Contractor. The County will review each invoice and if it agrees Contractor has completed the invoiced items to the County's satisfaction, it will remit payment to Contractor. Contractor agrees to work within the confines of the work outlined in Exhibit A, B, and C. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 7. Independent Contractor. Contractor agrees that it is an independent Contractor and that Contractor's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contractor shall perform its duties hereunder as an independent Contractor. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contractor, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of this Project without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records and computer files generated by Contractor in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 2 10. Confidentiality. Confidential information of the Contractor should be transmitted separately from non - confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement. 11. Warranty. Contractor warrants that the services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. 12. Acceptance of Services Not a Waiver. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor. Acceptance by the County of, or payment for, the services completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. a. Types of Insurance. Workers' Compensation /Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. Such policy shall include minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal injury $5,000; Medical payment per person. Automobile Liability Insurance: Contractor shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liability). The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Work of this contract. Contractor shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. Minimum Limits: $1,000,000 Per Loss; $2,000,000 Aggregate. 3 b. Proof of Insurance. Upon County's request, Contractor shall provide to County a certificate of insurance, a policy, or other proof of insurance as determined in County's sole discretion. County may require Contractor to provide a certificate of insurance naming Weld County, Colorado, its elected officials, and its employees as an additional named insured. c. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. d. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. e. Certification of Compliance with Insurance Requirements. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 14. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against any and all injury, loss, damage, liability, suits, actions, claims, or willful acts or omissions of any type or character arising out of the Work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, judicial decision, or other law or court decree. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. 15. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 16. Examination of Records. To the extent required by law, the Contractor agrees that an duly authorized representative of County, including the County Auditor, shall have access to and 4 the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 17. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 18. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 19. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 20. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 21. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 22. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 25. Force Majeure. Neither the Contractor nor the County shall be liable for any delay in, or failure of performance of, any covenant or promise contained in this Agreement, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to extent that, such delay or failure is caused by "force majeure." As used in this Agreement, "force majeure" means acts of God, acts of the public enemy, unusually severe weather, fires, floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, to the extent such events were not the result of, or were not aggravated by, the acts or omissions of the non- performing or delayed party. 26. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any 5 entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 27. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 28. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 29. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 30. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. 31. Data Sovereignty. Contractor acknowledges and agrees that all data, including personally identifiable information (PII) and sensitive data, provided by Customer or generated in the course of providing the services under this Agreement shall be stored and processed within the territorial boundaries of the United States of America (USA). The data shall remain subject to the laws and regulations of the USA. Contractor shall not transfer or process any Customer information outside the territorial boundaries of the USA without the prior written consent of the Customer. The Customer acknowledges that they are responsible for ensuring that the data collected, transmitted, and processed complies with all applicable data protection laws and regulations of the USA. 32. Data Protection. a) Data Security Measures Contractor shall implement and maintain current and appropriate technical and organizational measures to protect Client Data against accidental, unauthorized, or unlawful processing and against accidental loss, destruction, damage, alteration, disclosure, or access. Customer may, from time to time, request certain reasonable assurances or assertations from Contractor on the security of Customer data and appropriate security practices relating to the products and services covered by the Agreement. Contractor will provide these reasonable assurances or assertations to Customer. b) Continuous Security Evaluation Contractor shall maintain a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of Client Data, regularly testing such measures to validate their appropriateness and effectiveness, and implementing corrective action where deficiencies are revealed by such testing. c) Regulation Compliance Contractor shall comply with all applicable laws and regulations governing the protection of personal data, including but not limited to the Colorado Privacy Act (CPA) and any local data protection laws. d) Confidentiality 6 Contractor shall not use Client data for any purpose other than providing the agreed -upon services and shall not disclose the data to any third party without the prior written consent of the Client, except as required by law. e) Incident Notification Contractor shall promptly report any security incidents or breaches affecting the Platform or Client Data to the Client and shall take all necessary actions to mitigate the impact of such incidents. 33. Accessibility. Contractor shall ensure ADA compliance with WCAG 2.2 Standards, error Free at Level A and Level AA, in accordance with Colorado State Statute (HB21-1110) 34. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: ATTEST: drif d4A) _ BOARD OF COUNTY COMMISSIONERS Clerk to the Board WELD COUNTY, COLORADO .4,Ja4u)L Deputy Clerk to the B Mike Freeman, ChairDEC 2 ` 2323 ONTRACTOR: orthwoods Consulting Partners, Inc. 5200 Rings Road Dublin, Ohio 43017 Dave Miming By: Dave Minning (Dec 12, 2023 39 EST) David Minning, Chief Executive Officer Date: Dec 12, 2023 7 2023-377'4 Exhibit A tRJORTHWOODS' This Software Support Agreement ("Agreement") is made and entered into this _ day of 202 , by and between Northwoods Consulting Partners, Inc., an Ohio corporation with its principal offices at 5200 Rings Road, Dublin, Ohio 43017, USA, (the Licensor, hereinafter "Northwoods"), and the company, person or entity executing this Agreement as the "Licensee" in the space provided below (hereinafter "Licensee"): Licensee's Name: Licensee's Address: RECITALS: WHEREAS, Licensee has licensed the specified software from Northwoods pursuant the terms of an End User License Agreement (as the same may be amended or modified from time to time, hereinafter referred to as the "EULA"); and WHEREAS, Licensee desires to obtain, and Northwoods is willing to provide, technical support services for the specified software and the delivery of generally released upgrades and enhancements with respect to such software from Northwoods; and WHEREAS, Licensee has been advised of the various support offerings provided by Northwoods and has elected to purchase: Silver Level of Support Gold Level of Support Platinum Level of Support Additional Environment support WC Please initial in the space next to the support offering(s) you have chosen NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows: 1. DEFINED TERMS. The following terms shall have the meanings set forth below for all purposes of this Agreement: a. "Additional Environment" means any environment, in excess of the Covered Environments (defined below), for which Licensee elects to pay for additional support. b. "Consumable Items" includes all materials that can be used up and must be replenished. Examples of Consumable Items include, but are not limited to: printer, toner, scanner lamps, rollers, glass, cleaning sheets, data tapes, CDs, DVDs, etc. c. "Covered Environments" means one (1) production environment, plus one (1) test environment. d. "Covered Hardware" is defined as hardware (1) purchased through Northwoods, as detailed on Northwoods' invoices that Licensee has properly paid, and (2) installed and configured by Northwoods. e. "Covered Software" means (1) the current released version of the Commercial Off -The - Shelf ("COTS") Compass® software licensed by Licensee from Northwoods under the EULA, as detailed on Northwoods' invoices that the Licensee has properly paid; (2) at any time after Northwoods has delivered to Licensee a new version of such computer software as a Patch, Upgrade and/or Fix under this Agreement, the released version of such computer software last released prior to the current released version; and (3) the current released version of the COTS Document Management Software ("Covered DMS Software") of which Northwoods is a Reseller that is (a) licensed by Licensee through Northwoods, as detailed on Northwoods' invoices that the Licensee has properly paid and (b) installed and/or configured by Northwoods. f. "Covered Database" or "Covered Database Software" means the database software or the index data and/or image data stood in the database that is (1) purchased through Northwoods as detailed on Northwoods' invoices that Licensee has properly paid, and (2) installed and configured by Northwoods. g. "Covered Operating System" (sometimes abbreviated "OS") is the software program that, after being initially loaded into the computer by a boot program, manages all the other programs in a computer and that is (1) purchased through Northwoods, as detailed on Northwoods' invoices that Licensee has properly paid, and (2) installed and configured by Northwoods. h. "Covered Third Party Applications" means any third party software that is (1) licensed by Licensee through Northwoods, as detailed on Northwoods' invoices that the Licensee has properly paid and (2) installed and configured by Northwoods. i. "Documentation" means electronic on-line material, including user manuals, provided by Northwoods for the Covered Software and that relate to the functional, operational or performance characteristics of the Covered Software. j. "Error" or "Problem" when used in the context of the Covered Software operation shall mean a demonstrable instance of adverse and incorrect operation of the Covered Software that impacts Licensee's ability to utilize a function of the Covered Software: (1) as provided for in the current Documentation published by Northwoods; or (2) that was available prior to the report of the Error or Problem. k. "EULA" is defined in the Recitals to this Agreement. I. "Onsite Services" are Support Services provided by Northwoods on behalf of Licensee at a Licensee -designated physical location other than the Northwoods offices or location. m. "Patch(es), Upgrades) and Fix(es)" means any and all new versions, improvements, modifications, upgrades, updates, fixes and additions to the Covered Software that Northwoods commercially releases to its end users generally during the term of this Agreement to correct deficiencies or enhance the capabilities of the Covered Software, together with updates of the Documentation to reflect such new versions, improvements, modifications, upgrades, fixes or additions; provided, however, that the foregoing shall not include new, separate product offerings, new modules, re-platformed software, new SOFTWARE SUPPORT AGREEMENT business process consulting, workflow changes or new functionality. n. "Support Services" means all professional services provided under this Agreement by Northwoods, subject to the Support Level actually purchased by Licensee, as noted in the Recitals to this Agreement. 2. SUPPORT SERVICES. a. Silver Level. 1) Remote Support of the Covered Software. Northwoods shall: (1) use its commercially reasonable efforts to remotely correct any properly reported Error(s) in the Covered Software that are confirmed by Northwoods, in the exercise of its commercially reasonable judgment; (2) use its commercially reasonable efforts to remotely correct any properly reported Error(s) (non -conformity to functional specifications mutually agreed upon by Northwoods and Licensee) in any configurations of the Covered Software that are created by Northwoods or any integrations of the Covered Software with other applications, software or hardware that are configured or created by Northwoods, which are confirmed by Northwoods, in the exercise of its commercially reasonable judgment; and (3) upon the request of Licensee, provide remote technical support and assistance and advice related to the operation and use of the Covered Software by Licensee in the Covered Environments, plus any Additional Environment(s), or any problems with any of the foregoing. Northwoods shall undertake to confirm any reported defect(s) described in this clause promptly after receipt of proper notice from Licensee in accordance with Northwoods' current defect reporting procedures. Northwoods shall perform services in an effort to correct confirmed Errors in the Covered Software, or in configurations or integrations created by Northwoods, promptly after making such confirmation. 2) Support Center Access. Support Services generally will be available during the hours of 8:00 a.m. to 8:00 p.m., Eastern Time, Monday through Friday, excluding Northwoods' holidays, or as otherwise provided by Northwoods to its end users purchasing continuing Support Services in the normal course of its business, either by telephone or through a remote control connection to the end -user client or server computer. Licensee acknowledges and agrees that Northwoods requires on-line access to the Covered Software installed on Licensee's systems in order for Northwoods to provide remote Support Services hereunder. Accordingly, Licensee shall install and maintain, at Licensee's sole cost and expense, properly functioning and appropriate industry standard communications software approved by Northwoods; and Licensee shall establish and maintain, at Licensee's sole cost and expense, an adequate secure or dedicated connection with Northwoods to facilitate Northwoods' remote Support Services. 3) Patches, Upgrades and Fixes. Northwoods has regular software releases and makes all releases available to its customers. Upon request, on an annual basis, Northwoods will provide to Licensee, at least one (1) Patch, Upgrade and/or Fix to the Covered Software released by Northwoods and will use its best efforts to remotely install such Patch, Upgrade, and/or Fix. To the extent the Patch, Upgrade, and/or Fix cannot be installed by Northwoods remotely, Licensee may request the necessary Onsite Services in accordance with Section 2(a)(4) below. Installation of any Patches, Upgrades, and Fixes may require Licensee to upgrade the Covered Software to the most current version. Installation of any additional Patches, Upgrades, and Fixes beyond the one (1) allotted as requested by Licensee will be available at the discretion of Northwoods. Licensee acknowledges and agrees that Northwoods has the right, at any time, to change the specifications and operating characteristics of the Covered Software, and Northwoods' policies respecting Patches, Upgrades and Fixes and the release thereof to end users. Any Patches, Upgrades and Fixes to the Covered Software and Documentation shall remain proprietary to Northwoods and/or its suppliers, shall be the sole and exclusive property of Northwoods and/or its suppliers, and shall be subject to all of the restrictions, limitations and protections of the EULA. All applicable rights to patents, copyrights, trademarks, other intellectual property rights, applications for any of the foregoing, and/or trade secrets in the Covered Software, Documentation, and any Patches, Upgrades and Fixes are and shall remain the exclusive property of Northwoods and/or its suppliers. 4) Onsite Services. Upon the reasonable request of Licensee, and submission of a purchase order for such services agreeing to pay for such services on a time and materials basis at Northwoods then -current rates for such services, Northwoods may provide Onsite Services at Licensee's facilities in connection with the correction of any Error(s) involving the Covered Software that is not functioning in the Covered Environments, or any Additional Environment(s). b. Gold Level. Gold Level Support includes everything outlined in Section 2(a) (Silver Level) above, plus the following: 1). Remote Support of Covered Database(s). Northwoods will provide remote, first line of support and troubleshooting for the support of any Covered Database. If, in the sole discretion of Northwoods, the issue requires escalation to the software manufacturer, Northwoods will act as a liaison between Licensee and the software manufacturer for support and troubleshooting. 2). Remote Covered Operating System Support. Northwoods will provide remote, first line of support and troubleshooting for the support of any Covered Operating System. If, in the sole discretion of Northwoods, the issue requires escalation to the software manufacturer, Northwoods will act as a liaison between Licensee and the software manufacturer for support and troubleshooting. 3). Remote Support of Covered Third Party Applications. Northwoods will provide remote, first line of support and troubleshooting for the support of any Covered Third Party Exhibit B aieNORTHWOODS' IMPORTANT- READ CAREFULLY This Compass® Software End User License Agreement ("EULA") is made and entered into this ZOO, day of pet -moan', 2023, by and between Northwoods Consulting Partners, Inc., an Ohio corporation with its principal offices at 5200 Rings Road, Dublin, Ohio 43017, USA, (the Licensor, hereinafter "Northwoods"), and the company, person or entity executing this Agreement as the "Licensee" in the space provided below (hereinafter "Licensee"): Licensee's Name: Weld County Licensee's Address: 1150 "O" Street Greeley. Colorado 80631 NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows: 1. LICENSE. a. Software licensed, not sold, for use pursuant to the EULA ("Software"): 1) Compass -branded Software modules with respect to which Licensee properly submits a written purchase order to, and pays Software license fees to, Northwoods or its authorized solution provider. All such modules listed on Northwoods' invoices submitted to Licensee shall, upon payment in full of the Software license fees, automatically be deemed to be added to the Software described in this EULA, whether or not the parties actually amend this EULA. 2) All "Upgrades or Enhancements" to the Software described in paragraph (1) above that Licensee properly obtains pursuant to the terms of a Software Maintenance Agreement between Licensee and Northwoods or its authorized solution provider. b. Subject to payment in full of the Software license fees, Northwoods grants to Licensee a perpetual (except as herein provided), non-exclusive, non -assignable (except as herein provided), limited license to the Software detailed in subsection (a) above, in machine- readable object code form only, solely for use by Licensee internally, and only for capturing, storing, processing and accessing Licensee's own data, and not for use for the processing of third -party data as a service bureau, application service provider or otherwise. Licensee shall not make any use of the Software in any manner not expressly permitted by this EULA. c. Licensee acknowledges that each module of the Software is licensed fora specific type of use, such as concurrently or on a specified workstation or by a specified individual and that the Software controls such use. Use of software or hardware that reduces the number of clients directly accessing or utilizing the Software (sometimes called "multiplexing" or "pooling" software or hardware) does not reduce the number of Software licenses required. The required number of Software licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware. Licensee is prohibited from using any software other than the Software Client modules or Software API modules to access the Software or any data stored in the Software database for any purpose other than generating reports or statistics regarding system utilization, unless Northwoods has given its prior written consent to Licensee's use of such other software and Licensee has paid to Northwoods Software license fees with respect to such access to the Software or data stored in the Software database in accordance with Northwoods' licensing policies applicable to the Software modules that provide access to the Software application modules and data stored in the Software database. d. Licensee shall be entitled to use one (1) production copy of each Software module licensed. In addition, Licensee shall be entitled to license: one (1) additional copy of each Software module licensed for customary remote disaster recovery purposes ("Disaster Recovery System"); and one (0) additional copy of each Software module licensed to be used exclusively in a non -production environment and solely for the purposes of experimenting, development, integrating and testing the Software and training Licensee's employees on the Software ("Test System"). Northwoods reserves the right to further define the permitted use(s) and/or restrict the use(s) of the Test System. NORTHWOODS MAKES NO WARRANTIES WITH RESPECT TO ANY SOFTWARE USED IN ANY NON -PRODUCTION SYSTEM AND PROVIDES THE SOFTWARE "AS IS." Licensee's sole recourse in the event of any dissatisfaction with any Software used in any non -production system is to stop using such Software and return it to Northwoods. Licensee shall not make additional copies of the Software. e. Licensee agrees: (1) not to remove, obscure, make illegible, or alter any Northwoods, Compass or other proprietary notices, trademarks, logos, or copyrights in the Software from any packaging or documentation; (2) not to distribute, reproduce, sell, transfer, rent, lease or sub -license the Software or documentation to any third party; (3) not to alter or modify the Software; (4) not to reverse engineer, disassemble, decompile or attempt to derive source code from the Software, or prepare derivative works therefrom; and (5) not to publish to a third party any results of benchmark tests run on the Software without Northwoods' prior, written consent. f. Licensee may not assign, transfer or sublicense all or part of this EULA without the prior written consent of Northwoods. Compass® SOFTWARE END USER LICENSE AGREEMENT g. Licensee may not make any use of the Disaster Recovery System in a production environment concurrently with the operation of any other copy of the Software in a production environment. h. From time to time Northwoods may make "beta" copies of prospective new versions of the Software or of potential new software modules ("Beta Software") available for Licensee's use in the Test System and Licensee may elect to license and use the Beta Software in the Test System. LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT ANY BETA SOFTWARE IS A PRE-RELEASE VERSION ONLY, IS STILL UNDERGOING TESTING AT NORTHWOODS AND IS NOT A NORTHWOODS COMMERCIALLY RELEASED PRODUCT. Except for the provisions of Section 5(a), (b) and (c) and Section 7 of this EULA, which shall not apply with respect to any Beta Software, Licensee acknowledges and agrees that all Beta Software delivered in accordance with this paragraph shall be considered to be "Software" for all purposes of this EULA. Notwithstanding anything to the contrary, as to any Beta Software, this EULA and the limited license granted hereby will terminate on the earliest of: (a) ten (10) days after the date of delivery by either party to the other party of written notice of termination of the beta testing period for such Beta Software; or (b) the date of Northwoods' commercial release of the final version of such Beta Software for licensing to its end users generally. Upon expiration or other termination of such period, Licensee immediately shall discontinue any and all use of the Beta Software and related documentation and remove or permit Northwoods to deactivate the Beta Software. The termination of this EULA, as to any Beta Software, shall not affect the continuation of this EULA as to any other Software that has been licensed and is in use by Licensee in accordance with the terms of this EULA. i. From time to time Licensee may elect to evaluate certain Compass® software modules that it has not licensed and does not currently use in its production environment ("Evaluation Software"), for the purpose of determining whether or not to purchase a production license of such Software modules. Evaluation Software is licensed for Licensee's use in Licensee's Test System. Except for the provisions of Section 5(a), (6) and (c) and Section 7 of this EULA, which shall not apply with respect to any Evaluation Software, Licensee acknowledges and agrees that all Evaluation Software delivered in accordance with this paragraph shall be considered to be "Software" for all purposes of this EULA. Notwithstanding anything to the contrary, as to any Evaluation Software, this EULA and the limited license granted hereby will terminate on the earliest of: (a) thirty (30) days after the date such Software is activated for use in Licensee's Test System; or (b) immediately upon the delivery of written notice to such effect to Licensee. Upon expiration or other termination of such period, Licensee immediately shall either (y) discontinue any and all use of the Evaluation Software and related documentation and remove or permit Northwoods to deactivate the Evaluation Software; or (z) deliver payment in full of the license price that has been agreed upon for such Software to Northwoods (if Licensee purchases licenses for Software directly from Northwoods) or to Northwoods' authorized solution provider (if Licensee purchases licenses for Software through such authorized solution provider), and confirm in writing to Northwoods that such Evaluation Software is added as additional Software licensed for Licensee's use in its production environment and Licensee's Test System under this EULA. The termination of this EULA as to any Evaluation Software shall not affect the continuation of this EULA as to any other Software that has been licensed and is in use by Licensee in accordance with the terms of this EULA. Upon expiration or other termination of any period of use of any Beta Software or of any Evaluation Software that Licensee elects not to purchase a license for use in Licensee's production environment under this EUTA, Licensee agrees that it will provide to Northwoods remote access to Licensee's systems on which such Beta Software or such Evaluation Software is installed for the limited purpose of permitting Northwoods to deactivate such Software. 2. OWNERSHIP. Northwoods owns the Software, including, without limitation, any and all worldwide intellectual property rights, copyrights, patents, trade secrets, trademarks and proprietary and confidential information rights in or associated with the Software. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. No ownership rights in the Software are transferred to Licensee. Licensee agrees that nothing in this EULA or associated documents gives it any right, title or interest in the Software, except for the limited express rights granted in this EULA. 3. INSTALLATION. Licensee may retain Northwoods or the Northwoods authorized solution provider through which Licensee orders the Software to provide installation services. If Northwoods is retained, the parties will enter into a separate Purchase Agreement or other contract governing the procurement and performance of such services. Unless otherwise provided for in the Purchase Agreement or other contract, Licensee is responsible for hardware and non -licensed software for the installation, operation and support of the Software. 4. LICENSEE OBLIGATIONS. Licensee acknowledges and agrees that it is solely responsible for the operation, supervision, management and control of the Software, including but not limited to providing training for its personnel, instituting appropriate security procedures and implementing reasonable procedures to examine and verify all output before use. In addition, Licensee is solely responsible for its data, its database and for maintaining suitable backups of the data and database to prevent data loss in the event of any hardware or software malfunction. j• CONFIDENTIAL 1 oft Wrt NORTHWOODS' COMPASS® SOFTWARE END USER LICENSE AGREEMENT 5. LIMITED WARRANTY. a. Fora period of sixty (60) days from the date of first installation of the Software at Licensee's site, Northwoods warrants to Licensee that the media on which the Software is distributed are free from defects in materials and in workmanship. b. 1) Fora period of sixty (60) days from the Maintenance Commencement Date (as defined below), Northwoods warrants to licensee that the Software, when properly installed and properly used, will operate substantially in accordance with the user documentation published by Northwoods related to the Software that is included with the Software, including user manuals, and that relates to the functional, operational or performance characteristics of the Software ("Documentation"). The terms of this warranty shall not apply to, and Northwoods shall have no liability for, any non -conformity related to any Software that has been: 0) modified by Licensee or a third party; (ii) used in combination with equipment or software other than that which is consistent with the Documentation; or (iii) misused or abused. Northwoods does not warrant that the functions contained in the Software will meet Licensee's requirements or that the operation of the Software will be uninterrupted or error free. 2) For purposes of this warranty, the term "Maintenance Commencement Date" as to any Software means the first date that: (i) a copy of the Software has been delivered to Licensee (either by shipment of media containing the Software, downloading of the Software onto Licensee's systems in connection with the installation of the Software, or the Software being made available for download by Licensee from a web site identified to Licensee); and (ii) license codes or a Software certificate necessary for Licensee to activate the Software for use have been delivered to Licensee or made available for download by Licensee. c. Licensee's sole and exclusive remedy fora breach of the express limited warranties under paragraph (a) or (b) shall be as follows. Provided that, within the applicable 60 - day period, Licensee notifies Northwoods in writing of the non -conformity, Northwoods will either: (1) repair or replace the non -conforming media or Software, which in the case of the Software may include the delivery of a commercially reasonable workaround for the non -conformity; or (2) if Northwoods determines that repair or replacement of the non -conforming media or Software is not commercially practicable, then terminate this EULA with respect to the Software associated with the non -conforming media or with respect to the non -conforming Software, in which event, upon compliance by Licensee with its obligations under Section 9, Northwoods will refund any portion of the Software license fees paid prior to the time of such termination with respect to such Software. d. NORTHWOODS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED T0, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. LICENSEE SPECIFICALLY ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE ITS BUSINESS OBJECTIVES. e. No oral or written information given by Northwoods, its agents, or employees shall create any additional warranty. No modification or addition to this warranty is authorized unless it is set forth in writing, references this EULA, and is signed on behalf of Northwoods by a corporate officer. 6. LIMITATION OF LIABILITY. IN NO CASE SHALL NORTHWOODS' LIABILITY EXCEED THE AMOUNT OF THE SOFTWARE LICENSE FEES ACTUALLY PAID BY LICENSEE. IN NO EVENT WILL NORTHWOODS OR ITS DIRECT OR INDIRECT SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR OTHER PECUNIARY LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OR INABILITY TO USE THE SOFTWARE, EVEN IF NORTHWOODS OR SUCH SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES. NORTHWOODS AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY COSTS INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION, THE COST OF RECOVERING SUCH DATA OR INFORMATION, THE COST OF SUBSTITUTE SOFTWARE, OR CLAIMS BY THIRD PARTIES. 7. MAINTENANCE. Licensee may purchase software support services from Northwoods or the Northwoods authorized solution provider through which Licensee has ordered the Software pursuant to the terms of a separate Software Support Agreement. 8. INVOICES AND PAYMENTS. An invoice will be provided to the Licensee within ten (10) business days from the date the software is delivered to the Licensee and will be due payable within thirty (30) days after receipt of invoice. Failure to remit payment within thirty (30) days may result in the termination of this EULA. 9. AUDIT RIGHTS. Northwoods may audit the records of Licensee to ensure compliance with the terms of this EULA. Northwoods, or its authorized solution provider, will notify Licensee in writing at least ten (10) business days prior to any such audit. Licensee will cooperate by providing access to any books, computers, records, or other information that relate or may be related to use of the Licensed Software. Any such audit will be conducted during Licensee's regular business hours at Licensee's offices and will not interfere unreasonably with Licensee's business activities. If an audit reveals unauthorized use, reproduction, distribution or other exploitation of the Licensed Software, then Licensee will promptly reimburse Northwoods or its authorized solution provider for the cost of such audit, in addition to the underpaid license fees, any associated fees for Maintenance and Support, and any other such rights and remedies as Northwoods may have. 10. TERMINATION. Northwoods may terminate this EULA immediately and any license to use the Software will automatically terminate without notice if Licensee fails to comply with any provision of this EULA. Upon termination of this EULA for any reason, including, but not limited to, those specified in this Section 10 or in Sections 5 or 8, Licensee shall immediately: (a) discontinue any and Al use of the Software and related documentation; (b) return the Software and any related documentation to Northwoods; and (c) certify in writing to Northwoods that Licensee has completed the preceding actions. The obligations of Licensee under the preceding sentence and all disclaimers of warranties and limitations of liability set forth in this EULA shall survive any termination. 11. DISCLAIMER OF AGENCY. This EULA does not constitute a partnership agreement, nor does it authorize Northwoods or the Licensee to serve as the legal representative or agent of the other. Neither party hereto will have any right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, against, in the name of, or on behalf of the other party. 12. SEVERABILITY. In the event that a court of competent jurisdiction determines that any portion of this EULA is unenforceable, it shall not affect any other provisions of this EULA. 13. NOTICE. All notices, requests or other communications required to be given pursuant to this EULA shall be in writing, shall be addressed to the recipient party at its principal place of business or to such other address as the recipient party may direct in writing, and shall be personally delivered or sent by certified or registered U.S. mail, return receipt requested, or by prepaid commercial overnight courier. All notices, requests or other communications delivered as specified herein shall be deemed to have been given and received on the date personally delivered or on the date deposited in the U.S. mail or with the commercial overnight courier. 14. GOVERNING LAW. The laws of the State of Colorado shall govern this EULA, without regard to the conflict of laws principles thereof. The parties mutually agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended, shall not be applicable with respect to this EULA. Licensee agrees that it will not export or re-export, directly or indirectly, the Software to destinations prohibited by the U.S. Department of Commerce in accordance with the U.S. Export Administration Regulations. 15. JURISDICTION. This Agreement and any claim, action, suit, proceeding, or dispute arising out of this Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of Colorado without regard to its conflicts of laws provisions. Venue and jurisdiction for any action, suit, or proceeding arising out of this Agreement shall vest exclusively in the federal or state courts of general jurisdiction in Weld County, Colorado. 16. ENTIRE AGREEMENT. This EULA (including the exhibits and schedules attached hereto) constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, documents and proposals, oral or written, between the parties with respect thereto. This EULA may be amended or modified only by an agreement in writing signed by each of the parties and may not be modified by course of conduct. 17. U.S., STATE AND LOCAL GOVERNMENT END USERS. The terms and conditions of this EULA shall pertain to the Government's use and/or disclosure of the Software, and shall supersede any conflicting contractual terms or conditions. By accepting the terms of this EULA and/or the delivery of the Software, the Government hereby agrees that the Software qualifies as "commercial" computer software within the meaning of ALL federal, state and local acquisition regulation(s) applicable to this procurement and that the Software is developed exclusively at private expense. If this license fails to meet the Government's needs or is inconsistent in any respect with federal, state or local law, the Government agrees to return this Software to Northwoods. In addition to the foregoing, where DFARS is applicable, use, modification, reproduction, release, display, or disclosure of the Software or documentation by the Government is subject solely to the terms of this EULA, as stated in DFARS 227.7202, and the terms of this EULA shall supersede any conflicting contractual term or conditions. CONFIDENTIAL 2 of 2 4i NORTNwoccS SOFTWARE SUPPORT AGREEMENT Applications. If, in the sole discretion of Northwoods, the issue requires escalation to the software manufacturer, Northwoods will act as a liaison between Licensee and the software manufacturer for support and troubleshooting. 4). Remote Support of Covered Hardware. Northwoods will provide remote, first line of support and troubleshooting for the support of any Covered Hardware. If, in the sole discretion of Northwoods, the issue requires escalation to the hardware manufacturer, Northwoods will act as a liaison between Licensee and the hardware manufacturer for support and troubleshooting. 5).OnSite Services. Upon the reasonable request of Licensee, and submission of a purchase order for such services agreeing to pay for such services on a time and materials basis at Northwoods then -current rates for such services, Northwoods may provide Onsite Services at Licensee's facilities in connection with the correction of any Error(s) involving the Covered Software that is not functioning in the Covered Environments, or any Additional Environment(s). c. Platinum Level. Platinum Level Support includes everything outlined in Sections 2(a) (Silver Level) and 2(b) (Gold Level) above, plus the following: 1) Onsite Services. Northwoods wil I provide first line remote support and troubleshooting for all Covered Software, Covered Database Software, Covered Operating Systems, Covered Third Party Applications, and Covered Hardware. Should Northwoods be unable to successfully resolve the issue remotely, however, Northwoods will, in its sole discretion, provide one or more support professionals to provide Onsite Services for Licensee to actively resolve the issue. Onsite Services do not include installation, set up, or testing of new equipment, operator training or re-training, or replacement of Consumable Items. Onsite Services generally will be available during the hours of 8:00 a.m. to 5:00 p.m., in the time zone of Licensee, Monday through Friday, excluding Northwoods holidays. 2) Onsite Response Time. Northwoods or Northwoods' appointed Agents or Subcontractors will use best efforts to provide timely response to all calls for service from Licensee. For purposes of this Agreement, timely response will be defined as a Northwoods consultant arriving at the Licensee's designated site within four (4) business operating hours (excluding travel tirne)(8:00am to 5:00pm in the time zone of Licensee, Monday through Friday, excluding Northwoods holidays) of Northwoods' determination that onsite support is required to address the Licensee's issues. This determination will be made by Northwoods exercising reasonable commercial discretion. Exceptions to the 4 -hour on -site response time include any unforeseen events prohibiting Northwoods from meeting the response time that are reasonable and beyond the control of Northwoods. 3) Patches, Upgrades oad Fixes. To the extent that there are major Patches, Upgrades or Fixes to the Covered Software that cannot be installed by Northwoods remotely, and upon request of Licensee, Northwoods will make available up to one (1) major Patch, Upgrade or Fix per year to Licensee, will provide all professional services hours and resources necessary for such installation, and will train up to two (2) of Licensee's System Administrators on the new functionality of any such installation. 4) Server Health Checks. Northwoods will conduct remote server checks on the memory capacity and general operation of Licensee's servers on a periodic (not less than monthly) basis and will communicate to Licensee's System Administrator concerns over the health of Licensee's servers. 5) Annual Assessment. Licensee will receive a scheduled, annual visit by Northwoods' support manager or designee to assess Licensee's satisfaction with Northwoods' responsiveness to Licensee's needs and to respond to questions concerning the Compass® Software Support Agreement. d. Exclusions. Northwoods is not responsible for providing, or obligated to provide, Support Services or Patches, Upgrades and Fixes under this Agreement: (i) in connection with any Errors or Problems that result in whole or in part from any alteration, revision, change, enhancement or modification of any nature of the Covered Software, including any configuration of the Covered Software that was not undertaken by or authorized in writing in advance by Northwoods; (0) in connection with any Error if Northwoods has previously provided corrections for such Error, which correction Licensee chose not to implement; (iii) in connection with any Errors or problems that have been caused by defects, alterations, revisions, changes, enhancements or modifications in the database, operating system, third party software (other than third party software bundled with the Software by Northwoods), hardware or any system or networking utilized by Licensee; (iv) if the Covered Software or related software or systems have been subjected to abuse, misuse, improper handling, accident or neglect; (v) if any party other than Northwoods has provided any services in the nature of Support Services to Licensee with respect to the Covered Software; (vi) in connection with any Errors or Problems that occur in any non -production environment, unless Licensee has elected to pay for additional environment support. Any upgrades, support, or troubleshooting requested fora non - production environment for which Licensee has not paid additional environment fees is available at the sole discretion of Northwoods and Northwoods reserves the right to bill for any such request on a time and materials basis at Northwoods then -current rates; (vii) where applicable, in connection with any hardware systems, operating systems, database systems, network operating systems, hardware drivers, or any software or hardware unless specifically "covered" by this Agreement and by the relevant Support Level pursuant to the defined terms hereinabove including, but not limited to, Citrix and Kerberos environments; or (viii) in connection with any Covered Hardware, Covered Database Software, Covered Operating Systems, Covered Third Party Applications, and Covered DMS Software for which the manufacturer has ceased providing support. Further, except as otherwise explicitly provided for elsewhere, Northwoods is not responsible for end user training or retraining, preventative support visits by Northwoods technicians, forms creation services of any type, business process consulting, workflow lifecycle creation or modification, services to bring the system back to working order after changes have been made by anyone other than Northwoods to the system or supporting systems, to the desktop image, to hardware, new operating systems, or repairs or adjustments necessitated by the moving of hardware. The exclusions outlined in this section are applicable to all levels of Software Support. 3. LICENSEE'S RESPONSIBILITIES. a. Operation of the Covered Software. Licensee acknowledges and agrees that it is solely responsible for the operation, supervision, management and control of the Covered Software, including but not limited to providing training for its personnel, instituting appropriate security procedures and implementing reasonable procedures to examine and verify all output before use. In addition, Licensee is solely responsible for its data, its database, and for maintaining suitable backups of the data and database to prevent data loss in the event of any hardware or software malfunction. Northwoods shall have no responsibility or liability for data loss regardless of the reasons for said loss. Northwoods shall have no responsibility or liability for Licensee's selection or use of the Covered Software or any hardware, third party software or systems. b. Licensee's Implementation of Error Corrections and Patches, Upgrades and Fixes. In order to maintain the integrity and proper operation of the Covered Software, Licensee agrees to implement, in the manner instructed by Northwoods, all Error corrections and Patches, Upgrades and Fixes. Licensee's failure to implement any Error corrections or Patches, Upgrades and Fixes of the Covered Software as provided in this Section 3(b) shall relieve Northwoods of any responsibility or liability whatsoever for any failure or malfunction of the Covered Software, as modified by a subsequent Error correction or Patch, Upgrade and Fix, but in no such event shall Licensee be relieved of the responsibility for the payment of fees and charges otherwise properly invoiced during the term hereof. c. System Administrator. Licensee agrees to provide at least one (1) "System Administrator" responsible for the administration, supervision, management, and control of the Covered Software. Licensee also agrees that all Covered Software support incidents raised by Licensee's personnel will be reported to the System Administrator, who will provide the initial research, investigation, and troubleshooting into the support incident. In the event the support incident can be resolved without Northwoods, the System Administrator will provide the support resolution to Licensee personnel. If, after initial research and investigation into a support question, the System Administrator determines there is an Error or Problem with the Covered Software, the System Administrator will report the Error or Problem to Northwoods. Licensee agrees that all communications regarding Covered Software Errors and Problems will be between the System Administrator and Northwoods. d. Notice and Documentation of Errors. Licensee shall give prompt notice of any Errors in the Covered Software discovered by Licensee, or otherwise brought to the attention of Licensee, in accordance with Northwoods' then current defect reporting procedures. Proper notice may include, without limitation, prompt telephonic or written notice to Northwoods of any alleged Error. If Northwoods requests, Licensee agrees to provide written documentation of Errors to substantiate them and to assist Northwoods in the detection and correction of said Errors. e. Access to Premises and Systems. Licensee shall provide reasonable access to and use of Licensee's premises, computer hardware, peripherals, Covered Software, and any other software as Northwoods deems necessary to diagnose and correct any Errors or to otherwise provide Support Services. In addition, Licensee acknowledges and agrees that a third party service provider maybe retained by Northwoods to provide Error corrections or other Support Services directly to Licensee and, accordingly, Licensee shall provide the same access directly to such service provider. Such right of access and use shall be provided at no cost or charge to Northwoods or the third party service provider. f. Network Infrastructure. Licensee agrees to maintain all required network infrastructure to ensure persistent connectivity between Licensee's workstations and servers. This includes necessary networking hardware and associated software configuration and security settings. g. Back-ups. Licensee agrees to perform daily back-ups of all application related systems, databases, and data files and to maintain current back-up copies of other pertinent systems and data files. 4. FEES, PAYMENTS, CURRENCY AND TAXES. a. Annual Support Fees. Licensee shall pay to Northwoods annual support fees in the amounts invoiced by Northwoods. 1) Initial Software. The invoice that will be provided pursuant to this Agreement shall set forth the aggregate invoice amounts for initial annual support fees for each Covered Software module(s) initially licensed, and for all Covered Software modules initially licensed in the aggregate. Licensee shall be required to submit a purchase order for this Agreement, in the amount of the initial annual support fees due hereunder, simultaneously with Licensee's submission of its purchase order for the license of the Covered Software under the EU,. 2) Additional Software. Northwoods shall invoice Licensee for annual support fees for all Covered Software modules that Licensee additionally licenses under the EULA promptly upon acceptance of Licensee's purchase order for the purchase of Support Services for such Covered Software. CONFIDENTIAL 2 of 5 4LeN0RTxwO0Ds' SOFTWARE SUPPORT AGREEMENT 3) Renewal Periods. Northwoods shall invoice Licensee for annual support fees for renewal terms at least sixty (60) days prior to the end of the then -current term. 4) Time and Materials Charges. Notwithstanding anything to the contrary, if Licensee requests: (1) Support Services that Northwoods is not obligated to provide based on the level of support purchased by Licensee, and Northwoods agrees to provide such requested Support Services notwithstanding the provisions of Section 2(d), then Licensee agrees that such Support Services shall not be covered by the annual support fees under Section 4(a). Licensee agrees to pay for such Support Services at Northwoods' standard time and materials rates. Northwoods shall invoice Licensee for all time and materials charges hereunder. b. Incidental Costs and Expenses. Licensee shall be responsible for all incidental costs and expenses incurred by Northwoods in connection with the performance of this Agreement. Examples of incidental costs and expenses include, without limitation, all costs and expenses for tools, supplies, accessories, media and other expendables purchased or otherwise used by Northwoods, on-line connection charges and out-of-pocket expenses incurred at Licensee's request, including but not limited to travel, meals and lodging expenses for Onsite Services. Northwoods shall invoice Licensee for all incidental costs and expenses provided pursuant to Sections 2(a)(4) and 2(b)(5). c. Payments; Remedies. 1) Annual Support Fees. Licensee shall pay all invoices for annual support fees in full net thirty (30) days from the date of invoice. 2) Other Payments. Licensee shall pay all other invoices hereunder in full net thirty (30) days from the date of invoice. 3) Remedies. All past due amounts shall bear interest at the rate of one and one-half percent (1.5%) per month (or, if lower, the maximum lawful rate) from the date due through the date that such past due amounts and such accrued interest are paid in full. In the event of any default by Licensee in the payment of any amounts due hereunder, which default continues un-remedied for at least ten (10) calendar days after the due date of such payment, Northwoods shall have the right to cease to provide any Support Services and Upgrades and Enhancements to Licensee unless and until such default, and any and all other defaults by Licensee hereunder, have been cured. 4) U.S. Dollars. All payments by Licensee to Northwoods shall be made in U.S. dollars. d. Taxes and Governmental Charges. In addition to any and all other payments required to be made by Licensee hereunder, Licensee shall pay all taxes and governmental charges, foreign, federal, state, local or otherwise (other than income or franchise taxes of Northwoods), however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, including but not limited to sales and use taxes, excise taxes and customs duties or charges. Licensee agrees to make any and all required tax payments directly to the appropriate taxing authority. e. Support Fee Increases. 1) Silver Level. Northwoods will increase annual support fees for each renewal term, provided that such increase for Compass software will not exceed, in the aggregate, the greater of (A) the annual support fee for the immediately preceding renewal term increased by the percentage increase in the Consumer P0ce Index (CPI) (as published by the United States Department of Labor, Bureau of Labor Statistics) for the 12 -month period preceding the renewal 400, or (B) the annual support fee for the immediately preceding renewal term increased by three and one-half percent (3 0%). 2) Gold Level. Fora period of three (3) years following the execution of this Agreement, provided Licensee remains current on its payments at the Gold Level, Northwoods will not increase the support fees payable under this Agreement for Compass software. At the end of the initial three (3) year term, and every three (3) years thereafter, Northwoods will increase the support fee in an amount that is the greater of (A) the annual support fee for the immediately preceding renewal term increased by the percentage increase in the Consumer Price Index (CPI) (as published by the United States Department of Labor, Bureau of Labor Statistics) for the 12 -month period preceding the renewal date, or (B) the annual support fee for the immediately preceding renewal term increased by three and one-half percent (3 %%). 3) Platinum Level. Fora period of five (5) years following the execution of this Agreement, provided Licensee remains current on its payments at the Platinum Level, Northwoods will not increase the support fees payable under this Agreement for Compass software. At the end of the initial five (5) year term, and every five (5) years thereafter, Northwoods will increase the support fee in an amount that is the greater of (A) the annual support fee for the immediately preceding renewal term increased by the percentage increase in the Consumer Price Index (CPI) (as published by the United States Department of Labor, Bureau of Labor Statistics) for the 12 -month period preceding the renewal date, or (B) the annual support fee for the immediately preceding renewal term increased by three and one-half percent (3 0%). 4) Notwithstanding the above, any price increase by Northwoods' partners or suppliers for software specifically "covered" under this agreement will be passed through to Licensee regardless of Support Level. 5. LIMITED WARRANTY. a. Limited Warranty of Services. Northwoods warrants that the Support Services shall be performed in a good and workmanlike manner and substantially according to industry standards. In order to assert any claim that any Support Services fail to conform to this limited warranty, Licensee must notify Northwoods in writing of such claim within thirty (30) days after the date the alleged non -conforming Services are completed. If, after such timely notice from Licensee, the Support Services in question are determined not to conform to this limited warranty, Northwoods' sole obligation, and Licensee's sole remedy, shall be for Northwoods to use commercially reasonable efforts to re -perform the nonconforming Support Services in an attempt to correct the nonconformity. If Northwoods is unable to correct such nonconformity after a reasonable period of time, Licensee's sole and exclusive remedy shall be termination of this Agreement in accordance with Section 7(b)(3)(B). This warranty specifically excludes non-performance issues caused as a result of any circumstances described in Section 2(d), incorrect data or incorrect procedures used or provided by Licensee or a third party, or failure of Licensee to perform and fulfill its obligations under this Agreement or the EU,. b. No Warranty of Patches, Upgrades and Fixes. The EU, shall govern any limited warranty or disclaimer relating to Patches, Upgrades and Fixes of the Covered Software provided to Licensee under this Agreement, and no warranty is given under this Agreement with respect to Patches, Upgrades and Fixes. c. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5(a), NORTHWOODS MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY SUPPORT SERVICES, ANY SOFTWARE OR ANY PATCHES, UPGRADES AND FIXES PROVIDED UNDER THIS AGREEMENT. NORTHWOODS DISCLAIMS AND EXCLUDES ANY AND ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF GOOD TITLE, WARRANTIES AGAINST INFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE, AND WARRANTIES THAT MAY BE DEEMED TO ARISE FROM ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. NORTHWOODS DOES NOT WARRANT THAT ANY SUPPORT SERVICES, SOFTWARE OR PATCHES, UPGRADES AND FIXES PROVIDED WILL SATISFY LICENSEE'S REQUIREMENTS OR ARE WITHOUT DEFECT OR ERROR, OR THATTHE OPERATION OF ANY SOFTWARE OR PATCHES, UPGRADES AND FIXES WILL BE UNINTERRUPTED. NORTHWOODS DOES NOT ASSUME ANY LIABILITY WHATSOEVER WITH RESPECT TO ANY THIRD PARTY HARDWARE, FIRMWARE, SOFTWARE OR SERVICES. 6. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL NORTHWOODS' AGGREGATE LIABILTY UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNTS PAID BY LICENSEE TO NORTHWOODS UNDER THIS AGREEMENT DURING THE CURRENT TERM OF THIS AGREEMENT. IN NO EVENT SHALL NORTHWOODS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION DAMAGES OR EXPENSES, THE COSTS OF SUBSTITUTE SOFTWARE OR SERVICES, LOSSES RESULTING FROM ERASURE, DAMAGE, DESTRUCTION OR OTHER LOSS OF FILES, DATA OR PROGRAMS OR THE COST OF RECOVERING SUCH INFORMATION, OR OTHER PECUNIARY LOSS, EVEN IF NORTHWOODS HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR LOSSES. THIS LIMITATION INCLUDES ANY LOSS RESULTING FROM SERVER FAILURE THAT WAS NOT DIAGNOSED DURING A SERVER HEALTH CHECK CONDUCTED BY NORTHWOODS. 7. TERM, RENEWAL AND TERMINATION. a. Term. Subject to the early termination provisions of Section 7(b), the initial term of this Agreement (the "Initial Term") shall commence on the day that Northwoods issues to Licensee license codes for the Covered Software modules licensed by Licensee under the EU, and shall expire on the first anniversary of such date. Except as otherwise provided in Section 7(c)(3) below, the Agreement will automatically renew for consecutive one (1) year terms upon the payment by Licensee of the next year's Software Support fee. b. Early Termination. 1) Automatic. This Agreement shall terminate automatically, without any other or further action on the part of either of the parties, immediately upon any termination of the EU,. 2) By Northwoods for Cause. Northwoods shall be entitled to give written notice to Licensee of any breach by Licensee or other failure by Licensee to comply with any material term or condition of the EULA or this Agreement, specifying the nature of such breach or non-compliance and requiring Licensee to cure the breach or non- compliance. If Licensee has not cured, or commenced to cure (if a cure cannot be performed within the time period set forth below), the breach or non-compliance within (A) in the case of non-payment, any breach of Section 1 of the EULA, or any breach of Section 3 of this Agreement, ten (10) calendar days after receipt of such written notice, or (B) in the case of any other breach or non-compliance, twenty (20) business days after receipt of such written notice, Northwoods shall be entitled, in addition to any other rights it may have hereunder, or otherwise at law or in equity, to immediately terminate this Agreement. 3) By Licensee. A) For Convenience. Licensee may terminate this Agreement at any time, for any reason, upon not less than sixty (60) days advance written notice to Northwoods. B) For Cause. Licensee shall be entitled to give written notice to Northwoods of any breach by Northwoods or other failure by Northwoods to comply with any material term or condition of this Agreement, specifying the nature of such breach or non- compliance and requiring Northwoods to cure the breach or non-compliance. If Northwoods has not cured, or commenced to cure (if a cure cannot be performed within the time period set forth below), the breach or non-compliance within twenty (20) business days after receipt of written notice, Licensee shall be entitled, in addition to any other rights it may have under this Agreement, or otherwise at law or in equity, to immediately terminate this Agreement; and thereafter, so long as Licensee has complied in all material respects with its obligations under the EU, and this Agreement, and is current on all payment obligations under the EULA and CONFIDENTIAL 3 of 5 itieNogniwocoo• SOFTWARE SUPPORT AGREEMENT this Agreement, Licensee shall be entitled to a refund from Northwoods of the "unused portion of the annual support fees" for the then -current term of this Agreement. For these purposes, the "unused portion of the annual support fees" shall mean that portion of the annual support fees paid by Licensee with respect to the term of this Agreement during which such termination of this Agreement is effective, equal to the total of such annual support fees multiplied by a fraction, the numerator of which shall be the number of calendar months during the then - current term of this Agreement that remain until the end of such then -current term, commencing with the calendar month after the calendar month in which such termination is effective, and the denominator of which shall be the total number of calendar months in such then -current term determined without regard to such termination. C) Non -Renewal. Licensee may elect not to renew this Agreement at the end of the then -current term of this Agreement by written notice to Northwoods on or prior to the date payment is due under Section 4(c)(1) of Northwoods' invoice for annual support fees for the next succeeding renewal term of this Agreement. 4) By Either Party in Accordance with Section 8. Either party may terminate this Agreement in accordance with the procedures set forth in Section 8. c. Effect of Termination. 1) Payments. Notwithstanding any termination of this Agreement, Licensee shall be obligated to pay Northwoods for (A) all Support Services provided on a time and materials basis in accordance with this Agreement at any time on or prior to the effective date of termination; (B) all annual support fees due with respect to any period commencing prior to the effective date of termination; and (C) all incidental costs and expenses incurred by Northwoods at any time on or prior to the effective date of termination. All such payments shall be made in accordance with Section 4, which shall survive any such termination for these purposes. 2) Survival of Obligations. The termination of this Agreement will not discharge or otherwise affect any pre -termination obligations of either party existing under the Agreement at the time of termination. The provisions of this Agreement which by their nature extend beyond the termination of the Agreement will survive and remain in effect until all obligations are satisfied, including, but not limited to, Sections 2(a)(3) and 2(c)(3) (as they relate to title and ownership), Section 4(d), Section 5(c), Section 6, Section 7, Section 9 and Section 10. No action arising out of this Agreement, regardless of the form of action, may be brought by Licensee more than one (1) year after the date the action accrued. 3) Reinstatement of Agreement. In the event of the termination of this Agreement by Licensee under Section 7(b)(3)(C) (Non -Renewal), Licensee may at any time after the effective date of such termination elect to reinstate this Agreement in accordance with this Section 7(4(3). To obtain reinstatement, Licensee shall deliver written notice to such effect to Northwoods, together with payment in full of: (A) annual support fees, based upon Northwoods' Annual Support Fee Schedule in effect as of the time of such reinstatement, for all periods (as determined under Section 7(a) as if the Agreement had not been terminated under Section 7(b)(3)(C)) that have elapsed from the effective date of such termination through the effective date of such reinstatement; and (5) an amount equal to one hundred ten percent (110%) of the annual support fee, based upon Northwoods' Annual Support Fee Schedule in effect as of the time of such reinstatement, for the renewal term of this Agreement commencing on the effective date of such reinstatement. Any reinstatement under this Section 7(c)(3) shall be effective as of the first business day after Northwoods has received the notice of reinstatement and all payments required to be made hereunder in connection with such reinstatement. The renewal term commencing with the effective date of this Agreement shall be fora period ending on the first annual anniversary of such effective date; and thereafter the term of this Agreement shall be renewed: (i) at the end of such first renewal term, fora period of one year; and (ii) thereafter, annually on a year by year basis. EXCEPT AS EXPRESSLY PROVIDED BY THIS SECTION 7(c)(3), LICENSEE SHALL HAVE NO RIGHT TO REINSTATE THIS AGREEMENT FOLLOWING THE TERMINATION THEREOF FOR ANY REASON. FORCE MAJEURE. No failure, delay or default in performance of any obligation of a party to this Agreement (except the payment of money) shall consttute a default or breach to the extent that such failure to perform, delay or default arises out of a cause, existing or future, beyond the control (including, but not limited to: action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood; war; riot; theft; earthquake; natural disaster or acts of God; national emergencies; unavailability of materials or utilities; sabotage; viruses; or the act, negligence or default of the other party) and without negligence or willful misconduct of the party otherwise chargeable with failure, delay or default. Either party desiring to rely upon any of the foregoing as an excuse for failure, default or delay in performance shall, when the cause arises, give to the other party prompt notice in writing of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice of that fact to the other party. This Section 8 shall in no way limit the right of either party to make any claim against third parties for any damages suffered due to said causes. If any performance date by a party under this Agreement is postponed or extended pursuant to this Section 8 for longer than ninety (90) calendar days, the other party, by written notice given during the postponement or extension, and at least thirty (30) days prior to the effective date of termination, may terminate this Agreement. NOTICES. Unless otherwise agreed to by the parties in a writing signed by both parties, all notices required under this Agreement shall be deemed effective: (a) when sent and made in writing by either (1)(A) registered mail, (B) certified mail, return receipt requested, or (C) overnight courier, in any such case addressed and sent to the address set forth herein and to the attention of the person executing this Agreement on behalf of that party or that person's successor, or to such other address or such other person as the party entitled to receive such notice shall have notified the party sending such notice of; or (2) facsimile transmission appropriately directed to the attention of the person identified as the appropriate recipient and at the appropriate address under (a)(1) above, with a copy following by one of the other methods of notice under (a)(1) above; or (b) when personally delivered and made in writing to the person and address identified as appropriate under (a)(1) above. 10. GENERAL PROVISIONS. a. Jurisdiction. This Agreement and any claim, action, suit, proceeding, or dispute arising out of this Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of Colorado without regard to its conflicts of laws provisions. Venue and jurisdiction for any action, suit, or proceeding arising out of this Agreement shall vest exclusively in the federal or state courts of general jurisdiction in Weld County, Colorado. b. Interpretation. Headings used in this Agreement are for reference and convenience purposes only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. All defined terms in this Agreement shall be deemed to refer to the masculine, feminine, neuter, singular or plural, in each instance as the context or particular facts may require. Use of "hereunder," "herein," "hereby" and similar terms refer to this Agreement. c. Waiver. No waiver of any right or remedy on one occasion by either party shall be deemed a waiver of such right or remedy on any other occasion. d. Integration. This Agreement, including any and all exhibits and schedules referred to herein or therein, sets forth the entire agreement and understanding between the parties pertaining to the subject matter and merges all prior discussions between them on the same subject matter. Neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to the subject matter other than as expressly provided in this Agreement. This Agreement may only be modified by a written document signed by duly authorized representatives of the parties. This Agreement shall not be supplemented or modified by any course of performance, course of dealing or trade usage. Variance from or addition to the terms and conditions of this Agreement in any purchase order or other written notification or documentation, from Licensee or otherwise, will be of no effect unless expressly agreed to in writing by both parties. This Agreement will prevail over any conflicting stipulations contained or referenced in any other document. e. Binding Agreement and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Northwoods may assign this Agreement or its rights or obligations under this Agreement, in whole or in part, to any other person or entity. Licensee may not assign this Agreement or its rights or obligations under this Agreement, in whole or in part, to any other person or entity without the prior written consent of Northwoods. Any change in control of Licensee resulting from an acquisition, merger or otherwise shall constitute an assignment under the terms of this provision. Any assignment made without compliance with the provisions of this Section 10(e) shall be null and void and of no force or effect. f. Severability. In the event that any term or provision of this Agreement is deemed by a court of competent jurisdiction to be overly broad in scope, duration or area of applicability, the court considering the same will have the power and is hereby authorized and directed to limit such scope, duration or area of applicability, or all of them, so that such term or provision is no longer overly broad and to enforce the same as so limited. Subject to the foregoing sentence, in the event any provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability will attach only to such provision and will not affect or render invalid or unenforceable any other provision of this Agreement. g. Independent Contractor. The parties acknowledge that Northwoods is an independent contractor and that it will be responsible for its obligations as employer for those individuals providing the Support Services. h. Export. Licensee agrees to comply fully with all relevant regulations of the U.S. Department of Commerce and all U.S. export control laws, including but not limited to the U.S. Export Administration Act, to assure that the Patches, Upgrades and Fixes are not exported in violation of United States law. i. Injunctive Relief. The parties to this Agreement recognize that a remedy at law for a breach of the provisions of this Agreement relating to confidential information and intellectual property rights will not be adequate for Northwoods' protection and, accordingly, Northwoods shall have the right to obtain, in addition to any other relief and remedies available to it, specific performance or injunctive relief to enforce the provisions of this Agreement. CONFIDENTIAL 4 of 5 ai NciiiHwoODs' SOFTWARE SUPPORT AGREEMENT IN WITNESS WHEREOF, the undersigned, authorized representatives of the parties have duly executed this Software Support Agreement. On behalf of Licensee: DEC 2 0 2023 Signature Date Mike Freeman, Chair Printed Name Weld County Board of Commissioners On behalf of Northwoods: Dave Minnie Dave Minning (Dec 12, 2023 39 EST) Dec 12, 2023 Signature Dave Minning Date President & CEO Printed Name Title CONFIDENTIAL 5 of 5 2023-377'4 CLe:1/4., ittail NORTHWOODS® Northwoods Consulting Partners, Inc. 5200 Rings Rd Dublin, Oh 43017 Bill To: Weld County Department of Human Services 1401 N 17th Ave Greeley, CO 80631-9563 USA Description Exhibit C O nBase Application Enabler Support O nBase Bar Code Recognition Server Support O nBase Concurrent Client Support O nBase Named User Client Support O nBase Production Document Imaging Support O nBase EDM Services Support O nBase Distributed Disk Services Support O nBase Document Import Processor Support O nBase Exception Reports Support O nBase Advanced Capture Support O nBase ICR Support for Full -Page OCR & Automated Index Support O nBase Multi -User Server Support OnBase Integration for Microsoft Outlook Support O nBase Virtual Print Driver Support O nBase Report Services Support O nBase Unity Integration Tool Kit Support O nBase Unity Client Server Support O nBase Workflow Concurrent Client SL Support O nBase Workflow Named User Client SL Support O nBase Workflow Workstation Client SL Support O nBase Full -Text Search Support Compass Capture Station Support Compass Capture Desktop Support Compass Appointments Support Invoice #: Invoice Date: Customer ID: PO #: Due Date: Quantity 1 1 118 17 3 1 1 1 1 1 1 1 1 1 1 1 1 118 16 1 1 19 80 175 Page: 1 of 2 INV-102593 12/1/2023 1009 12/31/2023 Amount $5,236.00 $1,308.00 $42,302.00 $3,114.00 $2,879.00 $1,308.00 $1,308.00 $1,308.00 $1,048.00 $6,545.00 $1,308.00 $2,094.00 $2,618.00 $1,308.00 $1,308.00 $2,618.00 $2,618.00 $53,191.00 $5,862.00 $367.00 $4,768.00 $8,931.00 $15,995.00 $31,623.00 Page: 2 of 2 !ts 41. NORTHWOODS® Northwoods Consulting Partners, Inc. 5200 Rings Rd Dublin, Oh 43017 Compass People Support 1 $2,281.00 Annual Support Renewal - 1/1/2024 - 12/31/2024 (SILVER). Please note to avoid interruption of your support coverage, and to avoid any late payment fees for the OnBase software portion of this renewal, payment must be received by Northwoods by 12/31/2023. Support prices are subject to an annual increase. For Questions regarding this invoice: Email: accountsreceivable@teamnorthwoods.com Phone: 614.781.7800 For ACH payments, remit to Huntington National Bank, Columbus, Ohio Account Number - 01891768819 ABA Number-- 044000024 Subtotal $203,246.00 Tax $0.00 Payment/Credits $0.00 Total $203,246.00 Amount Due After 12/31/2023 $217,688.00 Exhibit C Quote 15200 Rings Road Dublin, OH 43017 NORTHWOODS Quote Prepared For Weld County DHS (CO) Project Title: Weld County DHS (CO) - 25 Additional Appointments Licenses Prepared By: Brad Rosenthal Effective From: 01/01/2024 Expiration Date: 01/31/2024 Project Scope Summary This firm fixed price quote details the software and annual support costs associated with adding 25 Compass Appointments perpetual use licenses to Weld DHS' existing Northwoods solution. Perpetual Use Software Code Cost Each Qty Total Cost Compass Appointments SW -APT -U1 $750.00 5 $18,750.00 Subtotal $18,750.00 Annual Support Support Start Date Support End Date Total Cost Compass Appointments Support 01/01/2024 12/31/2024 $3,750.00 Subtotal $3,750.00 Pricing Summary Total Cost Perpetual Software $18,750.00 Annual Support $3,750.00 Grand Total $22,500.00 Sales tax not included. Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 1 SIGNATURE REQUESTED: Weld/Northwoods - Professional Services Agreement 2024-2025 Final Audit Report 2023-12-12 Created: 2023-12-12 By: Lesley Cobb (cobbxxlk@co.weld.co.us) Status: Signed Transaction ID: CBJCHBCAABAAHrgTEmf9ayTzQasW5AiXFuhnvzKjJ5Af "SIGNATURE REQUESTED: Weld/Northwoods - Professional Services Agreement 2024-2025" History ,� Document created by Lesley Cobb (cobbxxlk@co.weld.co.us) 2023-12-12 - 10:34:37 PM GMT- IP address: 204.133.39.9 Document emailed to Dave Minning(dave.minning@teamnorthwoods.com) for signature 2023-12-12 - 10:37:13 PM GMT ¶ Email viewed by Dave Minning(dave.minning@teamnorthwoods.com) 2023-12-12 - 10:37:18 PM GMT- IP address: 20.232.147.16 bee Document e -signed by Dave Minning(dave.minning@teamnorthwoods.com) Signature Date: 2023-12-12 - 10:39:33 PM GMT - Time Source: server- IP address: 209.143.87.130 O Agreement completed. 2023-12-12 - 10:39:33 PM GMT Powered by Adobe Acrobat Sign Contract Form Entity Information Entity Name* Entity ID* NORTHWOODS CONSULTING @00032609 PARTNERS INC Q New Entity? Contract Name* Contract ID NORTHWOODS CONSULTING PARTNERS, INC 7687 (PROFESSIONAL SERVICES AGREEMENT) Contract Status CTB REVIEW Contract Lead * COBBXXLK Contract Lead Email cobbxxlk@co.weld.co.us Parent Contract ID Requires Board Approval YES Department Project # Contract Description"' NEW PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE TO SCAN AND MANAGE DOCUMENTS AND APPOINTMENTS FOR DHS. (INCLUDING CONTRACT MANAGEMENT SYSTEM) TERM: JANUARY 1, 2024 TO DECEMBER 31, 2024 AND WILL AUTO RENEW IN SUBSEQUENT 12 -MONTH INTERVALS. Contract Description 2 PA ROUTING THROUGH NORMAL APPROVAL PROCESS. ETA TO CTB 12/13/23 THIS AGREEMENT WILL SUPERSEDE TYLER IDS 2012-3242, 2020-0964, AND 2021-0365. Contract Type * Department AGREEMENT HUMAN SERVICES Amount* $225,746.00 Renewable * YES Automatic Renewal Grant IGA Department Email CM- HumanServices@weldgov. com Does Contract require Purchasing Dept. to be Department Head Email included? CM-HumanServices- DeptHead@weldgov.com Requested BOCC Agenda Date* 12/20/2023 Due Date 12/16/2023 Will a work session with BOCC be required?* NO County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date* 09/30/2024 Renewal Date* 12/31/2024 Committed Delivery Date Expiration Date Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head Finance Approver Legal Counsel JAMIE ULRICH CHERYL PATTELLI BYRON HOWELL DH Approved Date Finance Approved Date Legal Counsel Approved Date 12/14/2023 12/14/2023 12/15/2023 Final Approval BOCC Approved Tyler Ref # AG 122023 BOCC Signed Date Originator COBBXXLK BOCC Agenda Date 12/20/2023 Hello