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Home My WebLink About20233322.tiffCcck��l Lo BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Master Subscription and Services Agreement Amendment #2 with Binti, Inc. DEPARTMENT: Human Services DATE: February 18, 2025 PERSON REQUESTING: Jamie Ulrich, Director, Human Services Brief description of the problem/issue: Since 2020 the Department of Human Services (DHS) has contracted with Binti Inc. to provide a Child Welfare software platform. In 2023 an updated Services Agreement was executed, known to the Board as Tyler #2023-3322, to track and maintain foster care and kinship care license and re-licensure requirements, and to manage a foster family's availability to take placements. On June 26, 2024, Amendment #1, known to the Board as Tyler #2023-3322, was approved to amend Order Form #1 and add Order Form #2. The Department is now requesting approval of Amendment #2 to amend Order Form #1 for the Licensed Modules, Professional Services, and Fees that will run from April 1, 2025 to March 31, 2026. The term of this agreement is for an initial three-year period, which started April 1, 2023 and will go until March 31, 2026, and will be renewed in subsequent 12 -month intervals, unless terminated in accordance with the terms of the agreement. This Amendment has been reviewed an approved by legal (B. Howell). What options exist for the Board? Approval of the Master Subscription and Services Agreement Amendment #2. Deny approval of the Master Subscription and Services Agreement Amendment #2. Consequences: There will not be an updated Services Agreement. Impacts: The Department will not have a Licensing/Case Management Module within Binti. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): Total cost: A Licensing/Case Management Module = $50,852.11 Pass- Conszni- 2 z,4 morandum; February 18, 2025 - CMS it004,1,16 cc. Ur,haSe C 2/Z4/25 2bZ3-3327. tAl2bcc15 Recommendation: • Approval of Amendment #2 and authorize the Chair to sign. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck Scott K. James Ids Jason S. Maxey Lynette Peppier Kevin D. Ross C✓ 6 Pass -Around Memorandum; February 18, 2025 — CMS ID 9116 AGREEMENT AMENDMENT BETWEEN WELD COUNTY AND BINTI, INC. This Agreement Amendment made and entered into Zikday of , 2025 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 Binti, Inc., hereinafter referred to as the "Contractor". WHEREAS the parties entered into a Master Subscription and Services Agreement, (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2023-3322, approved on November 8, 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 was set to end on March 31, 2026. • The Original Agreement was amended on: • June 26, 2024 to amend Order Form #1, Licensed Modules, Professional Services and Fees; and add Order Form #2, Products and Fees. • The Amendments are identified by the Weld County Clerk to the Board of County Commissioners as document number 2023-3322. • These Amendments, 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 April 1, 2025: 1. Order Form #1 is hereby amended as attached. • All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: ATTEST:'"'/t,J .X7�tn.c Clerk to the Board By:41„th J Deputy Clerk to the Board CONTRACTOR: OARD OF COUNTY COMMISSIONERS LD COUNTY, COLORADO ry L ,-uck, Chair FEB 2 4 2025 Binti, Inc. 1111 Broadway, Suite 300 Oakland, CA 94607 By: Jamie Gra (Feb 71202513:52 PST) Jamie Gray, Assistant Secretary Date: Feb 12, 2025 binti Order Form #1 Binti, Inc. 1111 Broadway Suite 300 Oakland, CA 94607 Order Form for: Order Start Date Order End Date Weld County, CO 4/1/2025 3/31/2026 Licensed Modules, Professional Services, and Fees Licensed Module Fees Binti Licensing/Approvals Module 4/1/2025 - 3/31/2026 $13,912,05 Binti Placements/Matching Module 4/1/2025 - 3/31/2026 $12,044.50 Binti Case Management Module 4/1/2025 - 3/31/2026 $24,895.56 Total $50,852.11 Billing Frequency: The Fees outlined above shall be invoiced in 12 -month intervals and as outlined in Paragraph 4. Fees (c) in the Master Subscription and Services Agreement. Payment Terms: Net 30 Payment Method: Manual Invoice The term of the Order Form will commence on the Order Start Date and continue until the Order End Date, as referenced above, for a period of 12 months. Thereafter, a new Order Form will be issued in subsequent 12 -month intervals as outlined in the Master Subscription and Services Agreement Paragraph 4. Fees. This Order Form is subject to the Master Subscription and Services Agreement between the parties dated April 1, 2023 ("Agreement") and Binti's standard Terms of Services found at https://binti.com/terms/ (for Client and Client's end users) that were last updated on July 22, 2020. To the extent there is a conflict between the indemnity in Binti's Terms of Service and that set forth in Section 9(a) of the Agreement, the Agreement shall control. Any and all terms and conditions (preprinted or otherwise and regardless of how referenced) found in any Client purchase orders, vendor registration forms or portals or similar documents shall be void and of no effect, unless otherwise set forth in this Order Form. Additional products or subscriptions added during the Term and future renewals will be subject to the same Agreement, unless modified in writing. 1 BINTI, INC. (`��1 By: Jamie Gra (Feb (2:202513:52 PST) Name: Jamie Gray CLIENT By: Name: Perry L. Buck FEB 2 4 2025 Title: Assistant Secretary Title: Chair. Weld County Board of County Commissi ATTEST: �•J Clerk to the Board By4e,h4,161,,, Deputy Clerk to the Board 2 -a SIGNATURE REQUESTED: Weld/Binti Amend #2 (f) Final Audit Report 2025-02-12 Created: 2025-02-12 By: Sara Adams (sadams@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAAG8ATefcCHf3VVYQvG6eLSCLdCBTzVVIEn "SIGNATURE REQUESTED: Weld/Binti Amend #2 (f)" History 5 Document created by Sara Adams (sadams@weld.gov) 2025-02-12 - 8:08:33 PM GMT- IP address: 204.133.39.9 Ley Document emailed to Jamie Gray (jamie@binti.com) for signature 2025-02-12 - 8:09:41 PM GMT .5 Email viewed by Jamie Gray (jamie@binti.com) 2025-02-12 - 8:34:33 PM GMT- IP address: 66.249.84.32 4 Document e -signed by Jamie Gray (jamie@binti.com) Signature Date: 2025-02-12 - 9:52:55 PM GMT - Time Source: server- IP address: 173.46.79.26 �i Agreement completed. 2025-02-12 - 9:52:55 PM GMT Powered by Adobe Acrobat Sign C tract For Entity Information Entity Name* BINTI INC Entity ID* @00042058 Contract Name * BINTI INC (MASTER SUBSCRIPTION AND SERVICES AGREEMENT AMENDMENT #2) Contract Status CTB REVIEW Contract ID 9116 Contract Lead * SADAMS New Entity? Parent Contract ID 20233322 Requires Board Approval YES Contract Lead Email Department Project # sadams@weld.gov;cobbx xlk@weld.gov Contract Description* AMENDMENT #2 TO THE MASTER SUBSCRIPTION AND SERVICES AGREEMENT FOR THE CHILD WELFARE LICENSING, PLACEMENT AND CASE MANAGEMENT MODULE FOR THE TERM OF 4/1 /2025 THROUGH 3/31/2026. Contract Description 2 PA ROUTING THROUGH THE NORMAL PROCESS. ETA TO CTB IS 2/18/2025. Contract Type" Department Requested BOCC Agenda Due Date AMENDMENT HUMAN SERVICES Date* 02/22/2025 02/26/2025 Amount* Department Email $50,852.11 CM- Willa work session with BOCC be required?* HumanServices@weld.gov NO Renewable* NO Department Head Email Does Contract require Purchasing Dept. to be CM-HumanServices- included? Automatic Renewal DeptHead@weld.gov Grant County Attorney GENERAL COUNTY ATTORNEY EMAIL IGA County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Review Date* 01/30/2026 Committed Delivery Date Renewal Date Expiration Date* 03/31/2026 Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head JAMIE ULRICH DH Approved Date 02/19/2025 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 02/24/2025 Finance Approver CHERYL PATTELLI Legal Counsel BYRON HOWELL Finance Approved Date Legal Counsel Approved Date 02/20/2025 02/20/2025 Tyler Ref # AG 022425 Originator SADAMS Con -Ivan --t Dd4Wy BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE Master Subscription and Services Agreement Amendment #1 with Binti Inc DEPARTMENT Human Services DATE June 18, 2024 PERSON REQUESTING Jamie Ulrich, Director, Human Services Brief description of the problem/issue Since 2020 the Department of Human Services (OHS) has contracted with Binti Inc to provide a Child Welfare software platform In 2023 a updated Services Agreement was executed, known to the Board as Tyler #2023-3322, to track and maintain foster care and kinship care license and re-licensure requirements, and to manage a foster family's availability to take placements The Department is now requesting to amend the agreement to revise the Licensing/Case Management Module Order Form term dates and fees, and to add an Order Form for the new Prevention/Service Referral Module The revised Order Forms have been reviewed and approved by Legal and Information Services (Carol Gessner) The term of this agreement is for an initial three-year period, which started April 1, 2023 and will go until March 31, 2026, and will be renewed in subsequent 12 -month intervals, unless terminated in accordance with the terms of the agreement The new amended Order Form for the Licensing/Case Management Module will run from April 1, 2024 to March 31, 2025 and the Order Form for the new Prevention/Service Referral Module will run from July 1, 2024 to June 30, 2027 What options exist for the Board? • Approval of the Master Subscription and Services Agreement Amendment #1 • Deny approval of the Master Subscription and Services Agreement Amendment #1 Consequences: There will not be an updated Services Agreement Impacts: The Department will not have a Prevention/Service Referral Module within Binti Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): • Total cost ➢ Licensing/Case Management Module = $48,430 58 ➢ Prevention/Service Referral Module = $123,338 00 Pass -Around Memorandum, June 18, 2024 — CMS ID 8 14 cgs?) (/ Nona ZOZ3-33ZZ c0/ZCoi2 �� H R0Og5 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 -Tern Mike Freeman Scott K. James Kevin D. Ross, Chair Lori Saine im\ Pass -Around Memorandum; June 18, 2024 - CMS ID 8414 AGREEMENT AMENDMENT BETWEEN THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES AND BINTI, INC. This Agreement Amendment made and entered into ZW day of —JUJU, , 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 Binti Inc., hereinafter referred to as the "Contractor". WHEREAS the parties entered into a Master Subscription and Services Agreement, (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2023-3322, approved on November 8, 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 March 31, 2026. • 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 July 1, 2024: 1. Order Form #1 is hereby amended as attached. 2. Order Form #2 is hereby added as attached. • All other terms and conditions of the Original Agreement remain unchanged. o2a�& - 33ao2 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....,t,t,,O v, Clerk to the Board ni BOARD OF COUNTY COMMISSIONERS WELD COON Deputy Clerk to the B•� ": fj Kevin D Ross, Chair TRACTOR ti, Inc 1111 Broadway, Suite 300 Oakland, CA 94607 JUN 2 6 2024 By Jamie Gray (Jun 2024 0918 PDT) Jamie Gray, Assistant Secretary Jun 20, 2024 Date binti Order Form #1 Binti, Inc. 1111 Broadway Suite 300 Oakland, CA 94607 Order For n ftt : ' (So let` rt b fi Girder I Date Weld County, CO 4/1/2024 3/31/2025 Licensed Modules, Professional Services, and Fees Licensed Module Fees Binti Licensing/Approvals Module $13,249.57 Binti Placements/Matching Module $11,470.95 Binti Case Management Module $23,710.06 Total $48,430.58 Billing Frequency: The Fees outlined above shall be invoked in 12 -month intervals and as outlined in Paragraph 4. Fees (c) in the Master Subscription and Services Agreement. Payment Temrs: Net 30 Payment Method: Manual Invoice The term of the Order Form will commence on the Order Start Date and continue until the Order End Date, as referenced above, for a period of 12 months. Thereafter, a new Order Form will be issued in subsequent 12 -month intervals as outlined in the Master Subscription and Services Agreement Paragraph 4. Fees. This Order Form is subject to the Master Subscription and Services Agreement between the parties dated April I, 2023 ("Agreement") and Binti's standard Terms of Services found at https://binti.com/terms/ (for Client and Client's end users) that were last updated on July 22, 2020. To the extent there is a conflict between the indemnity in Binti's Terms of Service and that set forth in Section 9(a) of the Agreement, the Agreement shall control. Any and all terms and conditions (preprinted or otherwise and regardless of how referenced) found in any Client purchase orders, vendor registration forms or portals or similar documents shall be void and of no effect, unless otherwise set forth in this Order Form. Additional products or subscriptions added during the Term and future renewals will be subject to the same Agreement, unless modified in writing. BINTI, INC Name Jamie Gray CLIENT By Name Kevin D Boss JUN 2 6 2024 Title Assistant Secretary Title Chair, Board of County Commissioners, Weld fo,nty, Colorado ATTEST Clerk to the Boa d 4 I'' Deputy Clerk to the Board f 2 ogao4 - 5 .3aa Order Form # 2 Binti, Inc. 1111 Broadway, Suite 300 Oakland, CA 94607 Order ,Form .for: _ Order Start Date Order EndDate Weld County, CO 7/1/2024 6/30/27 Products and Fees Licensed Module Quantity Fees Implementation Services 1 $10,404.00 Services Referral / Prevention Module - Year 1 Subscription Fee 1 $38,250.00 Services Referral / Prevention Module - Year 2 Subscription Fee 1 $40,163.00 Services Referral/ Prevention Module - Year 3 Subscription Fee 1 $42,171.00 Subscription Fees Paid in Full Discount 20% off Year 1 Subscription Fee 1 -($7,650.00) Total $123,338.00 *The Services Referral / Prevention Module specifications are described in Addendum 1 to this Order Form. The implementation services are described in the attached Schedule B-2. Order Start Date: July 1, 2024 Billing Frequency: The Implementation Services Fees will be invoiced at the time of contract execution. The Fees for the Initial Term shall be invoiced when Weld County is provisioned a license to the Services Referral / Prevention Module. The Fees for any Renewal Term shall be invoiced in advance of any Renewal Tenn. Payment Terms: Net 30 Payment Method: Check or wire transfer The term will commence on the Effective Date of the Agreement (as defined below) and continue for a period of 36 months ("Initial Term"). Thereafter, the Agreement will automatically renew for additional consecutive terms of 36 months (each, a "Renewal Term," together with the Initial Term, the "Term"), unless either Party provides to the other a written notice, at least thirty (30) days prior to the expiration of the then -current Renewal Term, of its intention not to renew this Agreement. Initial Term pricing discounts and incentives do not apply to any Renewal Term. Notwithstanding anything to the contrary in the Agreement, Client may terminate its license to the Services Referral Module for any or no reason upon thirty days notice to Binti, provided that where Client so terminates, it shall not be entitled to a pro -rated refund for the then -current twelve month period during the Initial Term. For example, if Client terminates 6 months into the first year, it will not receive a prorated refund for the remainder of the first year, but it will receive a refund for Years 2 and 3. If the Client terminates 6 months into the second year, it will not receive a prorated refund for the remainder of the second year, but it will receive a refund for Year 3. This Order Form is subject to the manually or electronically signed Master Subscription and Services Agreement between the parties dated April 1, 2023 ("Agreement") and Binti's standard Terms of Services found at https://binti.com/terms/ (for Client and Client's end users) that were last updated on July 22, 2020. To the extent there is a conflict between the indemnity in Binti's Terms of Service and that set forth in Section 9(a) of the Agreement, the Agreement shall control. Any and all terms and conditions (preprinted or otherwise and regardless of how referenced) found in any Client purchase orders, vendor registration forms or portals or similar documents shall be void and of no effect, unless otherwise set forth in this Order Form. Additional products or subscriptions added during the Term and future renewals will be subject to the same Agreement, unless modified in writing. [Signature Page To Follow) Effective Date July 1,2024 BINTI, INC By Jemrc , 20NOY I6PD, Name Jamie Gray Tttle Assistant Secretary CLIENT By )-D Name Kevin D ROss JUN 2 6 2024 Title Chair, Board of County Commissioners, Weld County, Colorado ATTEST ,..ftifolj W, Clerk to the Board Deputy Clerk to the Boa &3- 85,2,.2_, Addendum 1 SPECIFICATIONS This Exhibit A defines the specifications of the Prevention Module: The Services Referral / Prevention Module includes: Binti's Services Referral / Prevention Module allows agencies to create and track services and coordinate with contracted providers who provide those services. This module has specific functionality to support Families First Prevention Services Act (FFPSA) requirements, including the ability to aggregate data for federal reporting and tracking of corresponding Evidence -Based Practices associated with each service. High -Level Features include: Centralized location to track all providers contracted with the Procuring Agency, along with the service(s) those providers provide. Multiple services and service rates can be added for each provider. Each service has the flexibility to include different ways of billing and rates for each service Ability for Procuring Agency to submit service referrals to providers, with each provider having its own Binti portal to login and manage service referrals. Providers can then log service provision and notes that correspond with their service referrals Data around services provided pulls through into reports that facilitate payment to providers and reporting on fiscal impact of services provided • Dashboard and reporting functionality More specific details about the functionality of Binti's Services Referral / Prevention Module is outlined below: es 1 e#e► al Mod Managing Providers and Services they offer During module set-up, Binti sets up a separate Binti portal for each provider such that Weld County can coordinate service referrals between providers. During set-up and ongoing, Weld County can add and edit services and corresponding service rates, with multiple service rates/rate types for a given service. Weld County can view all providers and corresponding services/service rates on a centralized dashboard. Creation and Management of Service Referrals Weld County can create service referrals against specific services, which connects a client to that service. Service referrals capture data on the number of authorized units of service. Each provider has their own dashboard of the specific service referrals assigned to them; and Weld County has a dashboard of all the referrals across the entire network of providers that they are connected to. All referrals are created/sent by Weld County, and Weld County can see all of these referrals collectively on the dashboard and can filter by Provider. Each provider gets an email notification when a referral has been sent. • Weld County can unassign/reassign the provider of a referral, if needed. • Service Referrals have a specific start and end date, which can be viewed collectively on the service referral dashboard. Weld County can edit the end date of a referral if necessary to extend the referral. • Each referral includes data on the number of units used and the number of units authorized, which can be extracted to review and manage. Notes and associated documentation for • Weld County staff and Provider staff Service Referrals are each able to log specific records of encounter and notes corresponding to the referrals assigned to them. • Each record of encounter captures notes as well as timing of the session as relevant, allowing agencies to capture specific information necessary for billing (i.e. hourly amounts for services provided). • By service referral, a user can see a dashboard/table of all the associated records of encounter that can be filtered by date which can be saved as PDF via the web browser • Documentation can be associated with a service referral, such as plans, assessments, or other relevant documentation • Binti has a detailed dashboard for each record of encounter/note under a given service referral, which includes note, date/time, and user who logged it. Provider Payment Management • Relevant data on hourly amount and record of encounter allows data on payment amount owed to pull through into a payments report, which shows the amount owed to each provider in a given period. • Binti also shows a more detailed report by provider that includes specific records of encounter within a given referral. As Binti is web -based, this dashboard with payments by provider can easily be printed/saved as a PDF invoice if needed. • Binti will provide a way to indicate whether specific records of encounter have already been paid or not. Data and Reporting • All dashboards can be downloaded and extracted via CSV for additional flexibility and reporting Installation and configuration include: For the service delivery within the Module, Binti shall configure the details related to the Client's provider service array, including program specifications and billing information, following Client providing the required information, provided that such customization work does not exceed 80 hours in the first twelve (12) month period following execution of the Agreement and ten (10) hours annually for every year of the term thereafter. Schedule B-2 PROFESSIONAL SERVICES All capitalized terms that are used but not defined in this Exhibit will have the meanings ascribed to them in the body of the Agreement above. 1. Contact. The principal contacts in connection with the Professional Services are as follows: Binti: , Client: Name: Veronica Davis Name: Carol Gessner Title: Head of Project Management Title: Senior Project Manager Address: 1111 Broadway, Suite California 94607 300, Oakland, Address: 1401 North 17th, Avenue, Greeley, CO 80631 Phone: 044-424-6844 Phone: 970-400-2532 Email: pmo@binti.com Email: cgessner@weldgov 2. Services. Binti will use commercially reasonable efforts to provide the following Professional Services: (a) Provided that Client provides to Binti the required information about its service array in accordance with Binti's reasonable request, Binti will configure the details related to the Client's provider service array, including program specifications and billing information, provided that such customization work shall not exceed 80 hours in the first twelve (12) month period following execution of the Agreement and ten (10) hours annually for every year of the term thereafter. (b) Training. Where requested by Client in writing, Binti will provide up to 15 hours of training to Client Authorized Users during the Term. This may include, by way of example only, a web -based tutorial about how to use the Platform. Any additional Professional Services to be performed by Binti will be mutually agreed upon by the Parties in writing, subject to additional cost and expense, and attached to this Exhibit B as successively numbered Schedule "A"s (e.g., Schedule B-1, Schedule B-2, etc.). Binti Website Terms of Use Last updated: July 22, 2020. These Terms of Use govern your access to and use of Binti at www.Binti.com ("Site"), and the information and materials on this Site (the "Content") (collectively, the "Service'). This Site is operated by Binti ("Binti" or "we" or "us"). These Terms of Use constitute the entire agreement with respect to your access to and use of this Site and the Content. Any use of the Binti Platform by a paying customer or its employees, contractor or third parties that the customer authorizes to assess the Binti Platform is subject to the terms of the current governing contract ("Agreement(s)"), such as Binti's Master Subscription and Services Agreement, between Binti and customer. Nothing in these Terms of Use should be construed to alter such Agreements. By accessing or using this Service, you agree that you have read, understood, and accept these Terms of Use, our Privacy Policy, and all other policies or notices posted by us on our Service. IF YOU DO NOT ACCEPTOR AGREE WITH THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE. Binti reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Binti grants you a personal, non-exclusive, non -transferable, limited privilege to enter and use the Service. Terms of Restrictions on Access and Use You may use this Site provided that (i) you are over 18 years of age, (ii) you are using the Site for your own individual use, (iii) you do not copy the Site, Service, or any part of it, (iv) you do not modify the Site or any part of it, and (v) you comply with all applicable laws, rules, regulations, and court orders. Binti, its suppliers and service providers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to the Services. If you give feedback on the Site, for example recommendations for improvements or features, such feedback will be deemed non - confidential and non-proprietary, and implementation of that feedback is owned by us and may become part of the Services without compensation to you. We reserve all rights in and to the Services unless we expressly state otherwise. The Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code, including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of Content, contained on the Services is owned, controlled, or licensed by Binti, and is protected by copyright, patent and trademark laws, and other various intellectual property rights and unfair competition laws. Except as expressly provided in these Terms of Use, no part of the Services and no Content maybe be copied, reproduced, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including mirroring) to any other computer, server, Website or other medium for publication or distribution or for any commercial enterprise, without Binti's express written consent. You may download publicly -available Content on this Site only for your personal, non-commercial use, provided that: (i) you keep intact all copyright and other proprietary notices; and (ii) if your copying or use of copyrighted materials on this Site is other than "fair use" under federal copyright laws, you must seek permission directly from us. Your access to and use of this Services maybe terminated by us at any time without notice. We use cookies on our website to give you the most relevant experience by remembering your preferences and repeat visits. By clicking "Accept"; you consent to the use of ALL the cookies. Do not sell my personal information. Cookie Setting, Solicit, collector use the login credentials of other Binti users; Engage in any "data mining," "deep -link," "page -scrape," or use "bots/spiders" or similar data gathering and extraction tools or methods in connection with this Service or the Content; Decompile, reverse engineer, disassemble, lease, sell, distribute, or reproduce this Service; Transmit, post, submit or otherwise make available: (a) content that is unlawful, false, inaccurate, harmful, obscene, or otherwise objectionable, including but not limited to any content that infringes on any intellectual property right, proprietary, or privacy right; (b) viruses, Trojan horses or other harmful programs or material; or (c) not use any device, software or routine to interfere with the proper working of the Service, (d) advertising or promotional materials, "spam," or any other form of solicitation; With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, Binti prohibits the creation of and you agree that you will not create an account for anyone other than yourself; Misrepresent your affiliation with or impersonate any person or entity; Interfere with or disrupt this Service, including imposing an unreasonable or disproportionately large load on the infrastructure of the Service, or attempt to circumvent this Service's security features; Remove or modify any copyright notices, other proprietary notices, or references to these Terms of Use in the Content or on this Service; Misrepresent the Content or this Site, or misinform others about the origin or ownership of the Content or this Site; and Probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or other authentication measures on the Site or any network connected to the Site. You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your Content, including but not limited to, copyright laws. User Content You are responsible for all content that you transmit or otherwise make available to the Service. Your access to and use of this Service maybe monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities. All Personal Information collected from you is governed by our Privacy Policy. Termination You agree that Binti may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine you have violated these Terms of Use or other agreements or guidelines which maybe be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Binti, for which monetary damages would be inadequate, and you consent to Binti obtaining any injunctive or equitable relief that Binti deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Binti may have at law or in equity. Disclaimers THE SERVICE, INCLUDING, WITHOUT LIMITATION, BINTI CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER BINTI NOR ANY EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "BINTI PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE BINTI CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO BINTI OR VIA THE SERVICE. IN ADDITION, THE BINTI PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. THE BINTI PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR -FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE BINTI PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE HINT) PARTIES DO NOT WARRANT THAT YOUR USE OF THE We use cookies on our website to give you the most relevant experience by remembering your preferences and repeat visits. By clicking "Accept", you consent to the use of ALL the cookies. Do not sell my_personal information. Cookie Settings YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICE. YOU UNDERSTAND AND AGREE THAT BINTI IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN EXPECTANT PARENTS, BIRTH PARENTS, PROSPECTIVE FOSTER/ADOPTIVE PARENTS, OR ADOPTION/FOSTER CARE SERVICE PROVIDERS, NOR IS BINTI A LICENSED ADOPTION/FOSTER CARE AGENCY, LAW FIRM, OR FACILITATOR. BINTI HAS NO CONTROL OVER THE CONDUCT OF EXPECTANT PARENTS, BIRTH PARENTS, PROSPECTIVE ADOPTIVE/FOSTER PARENTS, ADOPTION/FOSTER CARE SERVICE PROVIDERS, AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT BINTI DOES NOT SOLICITOR MATCH SPECIFIC BIRTH PARENTS, CHILDREN, OR PROSPECTIVE ADOPTIVE/FOSTER PARENTS AND THAT BINTI DOES NOT PROVIDE LEGAL OR THERAPEUTIC COUNSELING SERVICES. Limitation of Liability; Waiver Any use of the Binti Platform by a paying customer or its employees, contractor or third parties that the customer authorizes to assess the Binti Platform is subject to the Agreement between Binti and customer. UNDER NO CIRCUMSTANCES WILL THE BINTI PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE BINTI CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE BINTI PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE ORANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE BINTI PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE BINTI PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF BINTI'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE BINTI PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE BINTI PARTIES. BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BINTI IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANYWAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. We use cookies on our website to give you the most relevant experience by remembering your preferences and repeat visits. By clicking "Accept", you consent to the use of ALL the cookies. Do not sell my personal information. Cookie Settings You agree to defend (at Binti's request), indemnify and hold the Binti harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third -party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi -governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (v) any misrepresentation made by you; or (vi) any acts, conduct, or content by third parties, including but not limited to any negligent acts or omissions. You will cooperate as fully required by Binti in the defense of any claim. Binti reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Binti. Notice Where Binti requires that you provide an e-mail address, you are responsible for providing Binti with your most current e-mail address. In the event that the last e-mail address you provided to Binti is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Binti's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Binti via email at contactPbinti.com and such notice shall be deemed given when sent by confirmed e-mail. Electronic Communications The communications between you and Binti use electronic means, whether you visit the Site or the Service or send Binti emails, or whether Binti posts notices on the Site or Service or communications with you via email. For contractual purposes, you (1) consent to receive communications from Binti in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Binti provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Territorial Restrictions The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Binti to any registration requirement within such jurisdiction or country. California Users And Residents Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Binti must be addressed to our agent for notice and sent via email to contact@binti.com. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. General If any provision of these Terms of Use is unlawful, void or unenforceable, then that provision will be deemed severable from the remaining provisions and will not affect their validity and enforceability. The failure by Binti to enforce any provision in these Terms of Use will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. California law, without regard to conflict of laws provisions, will govern these Terms of Use. We will have the right to use for any purpose, free of charge, all information or content submitted via this site except those submissions made under separate legal contract. Binti may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contactor bring legal action against Binti's rights or property of visitors to or users of the Site, including Binti's customers. Binti reserves the right at all times to disclose any information that Binti's deems necessary to comply with any applicable law, regulation, legal process or governmental request. Binti may also disclose your information when Binti determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud We use cookies on our website to give you the most relevant experience by remembering your preferences and repeat visits. By clicking "Accept you consent to the use of ALL the cookies. Do not sell my personal information. Cookie Settings INKS cr � Email "TMHIPAA Google Cloud Partner We use cookies on our website to give you the most relevant experience by remembering your preferences and repeat visits. By clicking "Accept": you consent to the use of ALL the cookies. Do not sell my personal information. Cookie Settings ® Ct Entity Information Entity Name* BINTI INC Entity ID* @00042058 Contract Name* BINTI INC (MASTER SUBSCRIPTION AND SERVICES AGREEMENT AMENDMENT #1) Contract Status CTB REVIEW Contract ID 8414 Contract Lead * COBBXXLK Q New Entity? Parent Contract ID 20233322 Requires Board Approval YES Contract Lead Email Department Project # cobbxxlk@co.weld.co.us Contract Description* AMENDMENT #1 TO THE MASTER SUBSCRIPTION AND SERVICES AGREEMENT FOR A FOR CHILD WELFARE LICENSING AND PLACEMENT SOFTWARE PLATFORM AND TO ADD THE SERVICES REFERRAL/PREVENTION MODULE. Contract Description 2 TERM: APRIL 1, 2023 TO MARCH 31, 2026 (36 MONTH INITIAL TERM) AND RENEW IN SUBSEQUENT 12 MONTH INTERVALS UNLESS TERMINATED. ORIGINAL AGREEMENT WAS REVIEWED UPON ONE YEAR ANNIVERSARY AND WAS REENTERED AS A FAST TRACK ITEM (CMS# 7797) Contract Type * Department AMENDMENT HUMAN SERVICES Amount* $171,768.58 Renewable * YES Automatic Renewal Grant IGA Department Email CM- HumanServices@weldgov. com Department Head Email CM-HumanServices- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM Requested BOCC Agenda Date 06/26/2024 Due Date 06/22/2024 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" 01/31/2025 Renewal Date* 03/31/2025 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 06/20/2024 06/21/2024 06/21/2024 Final Approval BOCC Approved Tyler Ref* AG 062624 BOCC Signed Date Originator COBBXXLK BOCC Agenda Date 06/26/2024 conl,ctd- BOARD OF COUNTY COMMISSIONERS PASS AROUND REVIEW PASS -AROUND TITLE: Master Subscription and Services Agreement with Binti Inc. DEPARTMENT: Human Services DATE: October 24, 2023 PERSON REQUESTING: Jamie Ulrich, Director, Human Services Brief description of the problem/issue: Since 2020 the Department of Human Services (DHS) has contracted with Binti Inc. to provide a Child Welfare software platform, known to the Board as Tyler #2020-0920. This platform is used to track and maintain foster care and kinship care license and re-licensure requirements, and to manage a foster family's availability to take placements. The Department is now requesting to enter into an updated Master Subscription and Services Agreement for services. The Master Subscription and Services Agreement has been reviewed and approved by Legal (Byron Howell) and Information Services (Jacob Mundt). The term of this agreement will be for an initial three-year period from April 1, 2023 to March 31, 2026 and will be renewed in subsequent 12 -month intervals, unless terminated in accordance with the terms of the agreement. What options exist for the Board? • Approval of the Master Subscription and Services Agreement. • Deny approval of the Master Subscription and Services Agreement. Consequences: No agreement will be executed with Binti Inc for a software platform. Impacts: DHS will not have a platform to track and maintain foster care and kinship care licensing which may result in State audit deficiencies. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): • One year service = $47,740.00. Fee may increase annually not to exceed five percent (5%). 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 Mike Freeman, Chair Scott K. James Kevin D. Ross Lori Saine Ii- VE,rn,uL Pass -Around Memorandu October 24, 2023 - CMS ID 7561 cgi__) CZYISefli- M/Z3 ii/e1,2 2023-3322 Karla Ford From: Sent: To: Subject: Scott James Thursday, October 26, 2023 5:25 AM Karla Ford Re: Please Reply - PA FOR ROUTING: 102423 ADM Binti Inc (CMS 7561) Importance: High Approve Scott K. James Weld County Commissioner, District 2 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 970.336.7204 (Office) 970.381.7496 (Cell) Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. On Oct 25, 2023, at 8:03 AM, Karla Ford <kford@weld.gov> wrote: Please advise if you support recommendation and to have department place on the agenda. Karla Ford R Office Manager, Board of Weld County Commissioners 1150 0 Street, P.O. Box 758, Greeley, Colorado 80632 970.336-7204 :: kford@wetdgov.com :: www.weldgov.com :. **Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.** <image002.jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Lesley Cobb <cobbxxlk@weid.gov> Sent: Tuesday, October 24, 2023 12:13 PM To: Karla Ford <kford@weld.gov> binti Order Form Binti, Inc. 1111 Broadway Suite 300 Oakdland, CA 94607 Order Form for: Order Start Date Order End Date Weld County, CO 4/1/2023 3/31/2024 Licensed Modules, Professional Services, and Fees Licensed Module Fees Binti Licensing/Approvals Module $13,249.57 Binti Placements/Matching Module $11, 470.95 Binti Case Management Module $23,019.48 Total $47,740.00 Billing Frequency: The Fees outlined above shall be invoiced in 12 -month intervals and as outlined in Paragraph 4. Fees (c) in the Master Subscription and Services Agreement. Payment Terms: Net 30 Payment Method: Manual Invoice The term of the Order Form will commence on the Order Start Date and continue until the Order End Date, as referenced above, for a period of 12 months. Thereafter, a new Order Form will be issued in subsequent 12 -month intervals as outlined in the Master Subscription and Services Agreement Paragraph 4. Fees. This Order Form is subject to the manually or electronically signed Master Subscription and Services Agreement between the parties ("Agreement") and Binti's standard Terns of Services found at https://binti.com/terms/ (for Client and Client's end users). Any and all terms and conditions (preprinted or otherwise and regardless of how referenced) found in any Client purchase orders, vendor registration forms or portals or similar documents shall be void and of no effect, unless otherwise set forth in this Order Form. Additional products or subscriptions added during the Tenn and future renewals will be subject to the same Agreement, unless modified in writing. 1 MASTER SUBSCRIPTION AND SERVICES AGREEMENT This Master Subscription and Services Agreement ("Agreement") is made as of April 1, 2023 ("Effective Date"), between Binti, Inc. with an address at 1111 Broadway Suite 300, Oakland, California 94607 ("Binti"), and, Weld County with an address at 1401 N. 17th Ave. Greeley, CO 80632 ("Client"). Binti and Client will be referenced to individually herein as "Par " and collectively as the "Parties." Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Purpose. Binti has developed a Software -as -a -Service platform, as described at www.binti.com and as set forth in Exhibit A, Specifications attached hereto, which includes the individually licensable platform modules for Approvals, Case Management and Placements. This Agreement creates a legally binding and enforceable contract whereby Binti (i) will grant Client access to the Binti platform including one or more of the platform module(s), as indicated in the applicable Order Form (collectively the platform will be referred to as the "Platform" and each module will be referred to as a "Licensed Module")); and (ii) may provide certain professional services ("Professional Services"), as described in Exhibit B, Professional Services attached hereto. 2. Proprietary Rights; Usage. (a) Platform. Subject to the terms and conditions of this Agreement, Binti hereby grants to Client during the Term (defined below) a revocable, non-exclusive, non -transferable and non-sublicensable license to access and use the Licensed Modules as specified in the Order Form, subject to Client's employees and contractors accepting Binti's online Terms of Service (https://binti.com/terms/) and receiving valid access credentials by Binti ("Authorized Users"). The Parties may add additional Platform access, including adding access to any additional modules, though a new or updated Order Form(s). The provisions of this Agreement will supersede the Terms of Service, if at any point the terms conflict. (b) Restrictions. Client, and its Authorized Users, will not, and will not permit any third party to: (i) copy, modify, translate, or create derivative works of the Platform; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover my source code, underlying ideas, underlying user interface techniques, or algorithms of the Platform (except to the extent such prohibition is contrary to applicable law); (iii) lend, lease, offer for sale, sell or otherwise use the Platform for the benefit of any third party; (iv) attempt to disrupt the integrity or performance of the Platform; (v) attempt to gain unauthorized access to the Platform or its related systems or networks; (vi) access or use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, including the right to privacy; (vii) bypass or breach any security protection used by the Platform or access or use the Platform other than by an Authorized Users through the use of his, her, they own then valid access credentials; (viii) or use the Platform in a manner that violates this Agreement, any third party rights or any applicable laws, rules or regulations. (c) Feedback. If Client or any of its employees or contractors sends or transmits any communications or materials to Binti by any means (i.e., email, form, telephone, text, verbally, or otherwise), suggesting or recommending changes to the Binti Platform, including without limitation, for new features or functionality relating thereto, or any comments, suggestions, or questions or the like ("Feedback"), Binti is free to use such Feedback irrespective of any other obligation or limitation between the Parties. Client hereby assigns to Binti on Client's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and to the Feedback. Binti is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. For the avoidance of doubt, Binti is not required to use any Feedback and Client is not required to provide Feedback. (d) Support. Binti will provide support and use commercially reasonable efforts to make the Platform available, except for planned downtime and any unavailability caused by Force Majeure Events (defined below) as further set forth in Exhibit C, Services Level Agreement, attached hereto. (e) Binti Ownership; Usage Data. Except for the rights granted to Client in Section 2(a) above and Client's rights to Client Data (defined below), as between the Parties, Binti retains all right, title and interest, including all intellectual property rights, in and to the Platform, including all updates thereto, and all aggregated and de -identified information that Binti's systems or applications automatically collect regarding the Platform and/or its use and/or performance (including, without limitation, de -identified Client Data that does not, and cannot reasonably be used to, identify Client 2 or any individual) ("Usage Data") (which, notwithstanding anything to the contrary, Binti may fully exploit). Client agrees that Binti may (i) make Usage Data publicly available in compliance with applicable law, and (ii) use Usage Data la the extent and in the manner permitted under applicable law; provided that such Usage Data do not identify Client Data or Client's Confidential Information and are unable to be reidentified. All rights that Binti does not expressly grant to Client in this Section 2 are reserved and Binti does not grant any implied licenses under this Section 2. (f) Client Ownership; Client Data. As between the Parties, Client owns all data, information and other materials submitted to the Platform or Binti by Client or its Authorized Users (which, for clarity, excludes Usage Data) (collectively, "Client Data"). Client represents and warrants that: (i) it either owns the Client Data or is otherwise permitted to grant the license set forth in this Section; (ii) the posting and use of Client Data on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of Client Data on the Platform does not result in a breach of contract between Client and any third party. Client hereby grants to Binti a non-exclusive and non -transferable license to use and host the Client Data, solely to provide the Services. Binti is not responsible for the content of any client Data or the way Client or its Authorized Users choose to use the Platform to store or process any Client Data. Upon termination or expiration of this Agreement for any reason, Binti will permit Client to download all Client Data from the Platform in .csv format. (g) Restrictions. Within the Binti Platform, Client shall not use, share, store, transfer, or transmit (1) any Client Data that infringes, violates, or misappropriates any intellectual property or proprietary right(s) of a third -party, or (2) any Client Data that violates any applicable laws, mites or regulations including any applicable data privacy laws. Where Client accesses or uses the Platform for the exchange or transmission of "Highly Sensitive Personal Information" defined as an (a) individual's government -issued identification number (including Social Security number, driver's license number, or state -issued identification number); (b) confidential financial information, financial account number, credit or debit card number, or credit report information; (c) federal or state tax return information or records; (d) biometric or genetic information, Client represents and warrants that it has (and will have for the Term) the requisite rights to exchange or transmit such Highly Sensitive Personal Information. (h) Data Use and Protection. Binti will maintain commercially reasonable administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Client Data. Binti will process any personal information submitted by Client or Client's Authorized Users in accordance with Binti's Privacy Policy, available at www.binti.com/privacy. 3. Professional Services. (a) General. Subject to Client's compliance with the terms and conditions of this Agreement, Binti will perform the Professional Services according to the fee schedule and as set forth in Exhibit B, the Professional Services "Statement of Work" ("SOW"), attached hereto, if any. The Parties may add additional Professional Services through a new or updated SOW. Client will reasonably cooperate with Binti to facilitate provision of Professional Services. This cooperation will include, without limitation, (i) performing any tasks reasonably necessary for Binti to provide the Professional Services and to avoid unnecessary delays; (ii) fulfilling any Client obligations in a timely manner; and (iii) responding to Binti's reasonable requests related to Professional Services in a timely manner. Binti will not be liable for any delays in performing the Professional Services that arise, in whole or in part, from Client's acts or omissions, including, without limitation, its failure to comply with this Section 3(a) or in result of a Force Majeure Event. (b) Intellectual Property Rights. Binti solely owns all right, title and interest in and to any software, notes, records, drawings, designs or other copyrightable materials, inventions (whether or not patentable), improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Binti, solely or in collaboration with others, arising out of, or in connection with, Binti performing the Professional Services, including any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing ("Inventions"). Binti hereby grants to Client a non-exclusive, non -transferable, non- sublicensable, royalty -free and worldwide right during the Term to use the portion of the Inventions that is incorporated into any deliverables that Binti provides to Client under Exhibit B solely to use any such deliverables. Binti reserves all rights not expressly granted in the prior sentence and does not grant any implied licensed under this Section 3. 4. Fees. 3 (a) Fees. Client will pay Binti the fees set forth in the Order Form(s), those set forth in Exhibit B, if any, and those set forth in any additional SOW(s) (collectively, "Fees"). Where an affiliate or partner agency ("Related Agency") is seeking access to the Platform, it may be granted pursuant to an additional Order Form issued and fully executed under this Agreement ("Related Agency Order Form"). In the event of the execution of a Related Agency Order Form, Client shall be responsible for payment of any fees set forth in the Related Agency Order Form and Client shall also remain responsible any Related Agency's compliance with the terms of this Agreement, the Terms of Service, and/or any other applicable terms and conditions. (b) Fee Increases. Binti in its sole discretion may increase the fees annually at each twelve (12) month anniversary of the Effective Date during the Term in an amount not to exceed five percent (5%) more than the fees payable during the immediately preceding twelve (12) months period - to adjust for inflation; provided, however, that Binti may increase the fees by an amount deemed necessary in connection with enhancements and/or improvements made to the Platform or Professional Services. (c) Payment. All Fees are due and payable within thirty (30) days from the date of the applicable invoice issued by Binti. Except as expressly set forth herein, all Fees are non -cancellable and non-refundable. Late Fee payments will accrue interest at the rate of one- and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Binti retains the right, in its sole discretion, to suspend Platform access and providing Professional Services for Client's failure to pay all undisputed invoices, or portions thereof, in a timely manner. (d) Taxes. The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes assessable by any applicable taxing authorities (collectively, "Taxes"). Client is responsible for paying all Taxes associated with its receipt of the Services (except for any Taxes based on Binti's net income). 5. Confidential Information (a) Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), that is marked in writing as "confidential" or by a similar designation. For clarity, Confidential Information of Binti also includes the Binti technology underlying the Platform and any related non-public specifications, documentation or technical information that Binti makes available to Client. Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party without restriction prior to its disclosure by the Disclosing Party and without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without restriction and without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party. (b) Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). The Receiving Party may only use Confidential Information of the Disclosing Party to perform its obligations or exercise its rights under this Agreement. Except as expressly authorized by the Disclosing Party in writing, the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors or agents who need such access to perform obligations under this Agreement and who agree to abide by the terms set forth in this Section 5. (c) Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so as a matter of law by a court or regulatory body having jurisdiction, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure and secure a protective order. Specifically, Binti is advised that as a public entity in Colorado, Weld County must comply with Colorado Revised Statutes 24-72-201, et seq., with regard to public records and cannot guarantee confidentiality of all documents. Notwithstanding the foregoing, with respect to any Binti Confidential Information that constitutes a trade secret (as determined under applicable law), any obligations of non -disclosure under this Section 5 shall survive termination, expiration, and shall be exempt from compelled disclosure for so long as such Binti Confidential Information remains subject to trade secret protection under applicable law. 6. Term and Termination. 4 (a) Term. This Agreement will commence on the Effective Date and continue for a period of 36 months for the Initial Term, thereafter, automatically renewing in subsequent 12 -month intervals, unless terminated in accordance with the terms herein. (b) Termination. The Licensee may terminate this Agreement if funds are not appropriated to the Licensee or are not otherwise available for the purpose of making payments under this Agreement. The Client shall provide Binti with at least thirty (30) calendar days' written notice of termination of the Agreement due to lack of available funding. Either Party may terminate this Agreement upon thirty (30) days' prior written notice if the other Party is in material breach of this Agreement and the breaching Party fails to remedy such material breach within the thirty (30) -day notice period. Upon termination of this Agreement (except for termination by Binti pursuant to the immediately preceding sentence), the Client will have access to the Platform for the remainder of the then -current calendar year. Upon termination or expiration of this Agreement, Binti will supply the Client with an export of the Client's Data in a .csv format. Binti may additionally suspend or terminate this Agreement (1) at any time without notice to you in the event of any conduct by Client or by Client's Authorized Users which, in our sole discretion, we consider to be unacceptable or a breach of the Terms of Service or (2) for any or no reason, upon thirty (30) days written notice to Client. The Client, at their sole discretion, may terminate this agreement for convenience at any time upon thirty (30) days written notice to Binti. (c) Effect of Termination. Upon expiration or termination of this Agreement for any reason, all outstanding Fees owed pursuant to Section 4 will become immediately due and payable. If this Agreement is terminated by Binti for the material breach by Client, Client will remain responsible for all Fees as set forth herein for the remainder of the then -current Term. If Client terminates this Agreement for material breach by Binti, Binti will provide Client with a pro -rated refund of any prepaid fees with respect to the terminated period. If Client terminates this Agreement for convenience, Client will remain responsible for all Fees as set forth herein for the remainder of the then -current Term, unless a pro -rated term is agreed to in writing by both Binti and the Client. (d) Survival. The provisions of Sections 2(b), 2(c), 2(e), 2(f), 3(b), 4, 5, 6(b), 6(c), 6(d), 7, 8, 9, 10 and all defined terms used in those Sections will survive any expiration or termination of this Agreement. 7. Representations and Warranties. (a) Mutual. Each Party represents and warrants that: (i) it has the right, power and authority to enter into this Agreement and to grant the rights and licenses granted hereunder and to perform all of its obligations hereunder; (ii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary organizational action of the Party; and (iii) when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms. (b) By Client. Client further represents and warrants that: (i) it owns or otherwise has sufficient rights to the Client Data to grant the license set forth in Section 1(d); (ii) no Client Data submitted to the Platform does or will violate the privacy, intellectual property or other rights of any person or entity or any applicable laws, rules or regulations; and, (iii) that it is responsible for the use or misuse of the Platform by Authorized Users, and a breach by any Authorized User of any term of this Agreement will be deemed a breach by Client of this Agreement and Client assumes all risk arising from any such use that is not compliant with applicable laws. (c) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH UNDER THIS SECTION 7, THE SERVICES AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT BY BINTI ARE PROVIDED ON AN "AS -IS" BASIS, AND CLIENT ASSUMES ALL RESPONSIBILITIES FOR SELECTION OF THE SERVICES TO ACHIEVE CLIENT'S INTENDED RESULTS, FOR THE ACCURACY AND/OR QUALITY OF ITS CLIENT DATA, AND FOR ITS USE OF, AND RESULTS OBTAINED FROM, THE SERVICES. BINTI DOES NOT WARRANT THAT THE SERVICES OR ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE ERROR -FREE OR THAT THE SERVICES WILL WORK WITHOUT INTERRUPTIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, BINTI MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, AND BINTI HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE FOREGOING. 8. Limitations on Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, (I) EXCEPT WITH RESPECT TO SECTION 9, IN NO EVENT WILL EITHER PARTY'S TOTAL LIABILITY 5 ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAYABLE TO BINTI DURING THE TERM; AND (II) EXCEPT TO THE EXTENT SUCH DAMAGES ARE PAID OR PAYABLE TO UNAFFILIATED THIRD PARTIES PURSUANT TO EITHER PARTY'S OBLIGATIONS PURSUANT TO SECTION 9, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, DATA OR OTHER BUSINESS OPPORTUNITIES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THIS SECTION 8 DOES NOT LIMIT EITHER PARTY'S LIABILITY FOR INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, BINTI'S LIABILITY FOR CLAIMS ARISING UNDER SECTION 9 SHALL BE LIMITED TO ONE MILLION U.S. DOLLARS ($1,000,000). 9. Indemnification. (a) By Licensee. To the extent permitted under Colorado law, if a third party asserts a claim (each, a "Third Party Claim") against Binti or any of its affiliates, officers, employees or contractors (each, a "Binti Released Par ") alleging or arising from (a) that any Data infringes, violates, or misappropriates any intellectual property or proprietary right(s), (b) that any Data, or its provision to Binti, violates any applicable law or regulation, or (c) any negligent act or intentional misconduct by Licensee or any of its Authorized Users in connection with the Service, then Licensee will defend the Binti Released Party from the Third Party Claim and hold such Binti Released Party harmless from and against all damages, settlements, costs, and/or expenses, in each case, that are paid or payable to third party(ies) with respect to the Third Party Claim (including, without limitation, reasonable attorneys' fees). (b) Binti. If a Third Party Claim is asserted against Client or any of its affiliates, officers, employees or contractors (each, a "Client Indemnified Party") alleging that the Platform (not including any Client Data) infringes, violates, or misappropriates such third party's intellectual property or proprietary right(s) ("Infringement Claim"), then Binti will defend the Client Indemnified Party from the Infringement Claim and hold such Party harmless from and against all damages, settlements, costs, and/or expenses, in each case, that are paid or payable with respect to the Infringement Claim (including, without limitation, reasonable attorneys' fees). In the event of an Infringement Claim, Binti, at its sole option and expense, may: (i) procure for Client the right to continue using the Platform or infringing part thereof; (ii) modify the Platform or infringing part thereof; (iii) replace the Platform or infringing part thereof with other software having substantially the same or better capabilities; or, (iv) if the foregoing are not commercially practicable, terminate this Agreement and repay to Client a pro -rata portion of the prepaid Fees. Notwithstanding the forgoing sentences, Binti will have no liability for an Infringement Claim if the actual or alleged infringement results from (a) any breach of this Agreement by Client or any Authorized Users; (b) any modification, alteration or addition made to the Platform by Client or any Authorized Users, including any combination of the Platform with software not provided by Binti; (c) any failure by Client or any Authorized Users to use any updates made available by Binti; or (d) any settlements entered into by Client or costs incurred by Client for the Infringement Claim that are not pre - approved by Binti in writing. This Section 9(b) constitutes Client's sole and exclusive remedies and Binti's entire obligation to Client with respect to any claim that the Platform or Professional Services infringe the rights of any third party. (c) Procedures. Each Party's obligations pursuant to Sections 9(a) and 9(b) above (respectively) are expressly conditioned on: (a) the Party seeking indemnification under this Section 9 ("Indemnified Party") providing the other Party ("Indemnifying Party") with prompt written notice of the applicable Third Party Claim for which the Indemnified Party seeks indemnification; (b) the Indemnified Party reasonably cooperating in the defense and/or settlement of such Third Party Claim, at the Indemnifying Party's sole expense; and (c) the Indemnifying Party having sole control over the defense and/or settlement of such Third Party Claim. The Indemnifying Party may not agree to any settlement of any Third Party Claim against the Indemnified Party that admits wrongdoing by the Indemnified Party, or otherwise imposes any material obligation on the Indemnifying Party (not entirely covered by an indemnification obligation hereunder), without the Indemnified Party's prior express written consent, which consent will not be unreasonably withheld, conditioned or delayed. The Indemnified Party may participate in the defense of a Third Party Claim through counsel of its own choice at its own expense. 10. 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. Notwithstanding 6 the foregoing, to the extent permitted by Colorado law, the parties expressly agree that this Agreement is binding, enforceable, and that Client is not immune from suit or liability in connection with this Agreement, including enforcement of Binti's intellectual property rights. 11. Data Protection (a) Binti 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. (b) Binti 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) Binti 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) Binti 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) Binti 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. 12. Accessibility (a) All products offered under this agreement will Adhere to minimum standards of accessibility as defined in Colorado House Bill HB21-1110, being error free at levels A and AA for the current version of WCAG Standards at the time of review. Accessibility issues that are identified in the product will be added to the Product Roadmap. Errors will be treated as Medium Events, according to the Support and Service Level Agreement included herein as Exhibit C. 13. Miscellaneous. (a) No Partnership, Agency or Joint Venture. Each Party hereto is an independent contractor with respect to the other Party. This Agreement does not create or imply any partnership, agency or joint venture between the Parties. (b) Injunctive Relief. Nothing in the Agreement shall prevent a Party from seeking injunctive relief in addition to all available remedies. (c) Assignment. Neither Party may assign this Agreement or any rights under it, in whole or in part, without the other Party's prior written consent; provided, however, that either Party may assign this Agreement to an affiliate or a successor in connection with a merger, acquisition, reorganization, consolidation, or sale of all or substantially all of its assets or the business to which this Agreement relates. Any attempt to assign this Agreement other than as permitted above will be void. (d) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this Agreement will remain in full force and effect. (e) Governing Law; Venue. This Agreement will be governed by and construed under the laws of Colorado without reference to its conflict of laws principles. This Agreement, including all Exhibits attached hereto, embodies the entire agreement between the Parties with respect to the subject matter set forth herein and supersedes any previous or contemporaneous communications, whether oral or written, express or implied. (f) Confiding Terms. If there is any conflict or inconsistency between the terms of any Exhibit and the terms in the body of this Agreement, then the terms in the body of the Agreement will control solely to the extent of the conflict. (g) Amendment, Modification & Waiver. Any amendment must be in writing and expressly state that it is amending this Agreement. This Agreement may be modified or amended only by a writing signed by both Parties. All waivers made under this Agreement must be made in writing by the Party making the waiver. 7 (h) Notices. Any notice required or permitted to be given under this Agreement will be effective if it is (i) in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate Party at the address set forth above and with the appropriate postage affixed; or (ii) sent via email to the following: Binti: contract-notices@binti.com Client: jrudley@weldgov.com With a copy to: hs-contractmanagement�cinJco.weld.co.us (i) Force Majeure. Binti will not be liable or responsible to Client, nor be deemed to have breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Binti including, without limitation, acts of God, natural disaster, denial or services attacks and/or service provider system outages (collectively, "Force Maieure Events"). (j) Counterparts. This Agreement may be signed in counterparts, each of which will be deemed an original, and all of which together will constitute a single agreement. (k) Entire Agreement. This Agreement is the Parties' entire agreement relating to its subject, and supersedes any prior or contemporaneous agreements on that subject. The Parties may execute this Agreement in counterparts, including facsimile, PDF, or other electronic copies, which taken together will constitute one instrument. BINTI,,IINl/C. 'y,` By: HanYah :,i t: c0 t19, 202309:41 PDT) Name: Hannah Pritchett Title: Head of People CLIENT (� By: Name: Mike Freeman Chair, Board of Weld Title: County Commissioners NOV 0 8 2023 8 2.023-3322 EXHIBIT A SPECIFICATIONS This Exhibit A defines the specifications of each Licensed Module and Binti's public API. The Licensing Module includes the following: A. Licensure and Re-licensure Templates: The Applicant Portal and Client Staff Dashboard outlined in Sections B and C below consist of features for two templates (constituting a single "Track"): the initial foster parent application (before someone is licensed/approved for the first time) and the renewal application (for ongoing maintenance of an active foster parent license and re-licensure requirements). Each template consists of a unique set of forms (both applicant and agency worker forms) and training. Additional templates requested by Client may be developed at an additional fee, as set forth in an applicable Order Form, if any. B. Applicant Portal: The Applicant Portal includes: a. Applicant form completion functionality ("Applicant Form"): Foster Family applicants will be able to complete specific application forms (up to 60 forms) required by Client. As an applicant completes an online form, their answers are mapped to the appropriate places on Client's PDFs i. Auto Population of forms: While the same question may be asked more than once across the same or different forms, the answer previously entered populates through into all spaces in which that same question is asked. ii. Conditional Logic within the forms either expands or hides relevant questions based on previously entered information. b. Supporting document completion functionality ("Supporting Documentation"): Applicants can upload supporting documents required by Client, such as proof of identification, income verification, etc. All supporting documents can be configured to require an expiration date, which is then tracked on the Client staff dashboard. c. Electronic Signatures ("BintiSign"): Both Applicants and Client Staff will be able to electronically sign forms and other indicated documents, including those that are to be signed by both parties (Applicant and Client Staff) d. Applicant Training Completion ("Training Tracking"): Applicants can watch embedded training and/or orientation information within the Applicant Portal, including the ability to complete a "quiz" or enter a passcode to confirm understanding before moving onto the next stage of the process. e. References ("References") and other adults ("Other Adults"): Applicants can list other adults in the home and references' names and emails, and the software will email them to complete their portions of the process in Binti. i. Other Adults: Other Adults have their own Binti portal access in which they can complete the requirements specific to them, such as background check clearance forms or uploading proof of identification (this is specific to each agency). ii. References: References will be able to click the link from the automated email they receive and complete and a -sign an online reference form (the reference form itself is specific to each agency) f. Personal Information/Ethnicity: Within the Applicant Portal, Applicants can enter/update their personal information, such as ethnicity, tribal membership, and preferred language. While Client's Applicant Forms or Agency Forms may also gather this information, this information is separately gathered in Binti. g. Spanish Language Support: Hosting of the Applicant Portal in both English and Spanish, provided that Client provides Spanish -translated forms and documents for inclusion in the Applicant Portal. Provision of the Applicant Portal in additional languages (beyond English and Spanish) may be available at an additional cost to Client. h. Email Reminders: Automated email reminders to applicants reminding them to complete the applicable steps in the process. 9 i. Configurability: For the Licensure and Recertification Tracks the following items are configurable by Client (subject to Binti's prior approval): Applicant Forms, Supporting Documentation, BintiSign, Applicant Training Completion, Affiliated Persons, Personal Information, and Spanish Applicant Portal, and cadence of renewal reminder emails. Work done by Binti to configure such features is referred to as "Professional Services" and addressed in Exhibit B. i. Spanish Applicant Portal: The entire Applicant Portal can be offered in Spanish for Applicants to use if Client provides Binti with the designated application forms in Spanish. Where Client provides English forms for translation, translation work shall be subject to an additional cost and is subject to Binti's available resources. j. Where Client requires or requests tracks separate from or additional to the Licensure and Recertification Tracks, those may be available at an additional cost to Client, as described in Section A. C. Client Staff Dashboard: For both the Licensure and Recertification Tracks, the following dashboard features are available to Client: a. Dashboard View: As Applicants complete the forms in the Applicant Portal, the Application dashboard will display the percentage completion of applicant forms and supporting documents, completion of background checks and training hours, percentage completion of agency forms (completed by Client staff), and number of days since Application signed. b. Dashboard view by status: Client Staff will be able to view both current/active and inactive applicants in separate tabs divided by status across the dashboard: Recruiting, Applying, In Renewal Process, Inactive, Dropped Out, Withdrawn, Denied, and Closed. c. Agency Form Completion: Client staff will be able to complete forms within the dashboard (similar to the Applicant Portal), such as the home study evaluation. As Client staff completes an online form, their answers are mapped to the appropriate place on Client's PDFs. Like the Applicant Form, these forms can also be electronically signed (by one or both parties). i. Auto Population of forms: While the same question may be asked more than once across the same or different forms, the answer previously entered populates through into all spaces in which that question is asked. ii. Conditional Logic within the forms either expands or hides relevant questions based on previously entered information. d. Background Checks: Client staff can indicate status/completion of applicant background checks, which are listed in the dashboard where Client so requires (i.e. DOJ requested, Adam Walsh, etc.) e. Trainings: Client staff can indicate completion (or waive, as applicable) specific trainings per applicant, per the Client's training requirements. Custom trainings (specific to certain individual(s)) can also be logged by Client staff. f. Complaints: Client staff can log specific complaints about applicant(s), with dropdowns for complaint type and more detailed information about the allegation. g. Case Notes: Caseworkers can record case notes for a given family, including note, date and type of case note. h. Reporting: Client Staff can generate the following reports in the dashboard: i. Case Loads Report: Shows caseloads of each worker broken down by initial applications, renewals coming in next 60 days, and renewals coming up in more than 60 days. ii. Recruiting Progress Report: Shows the cohort of applicants that made an inquiry with Client in a certain month, and in what status those applicants are during the time of the report. iii. Days Since Placement Report: shows all cases categorized by whether there is an emergency (pre-licensure) placement in the home and how long the child has been there. iv. Family Map: shows applicant families as pins on a map, with filter capability by applicant status v. Status Change Reason: Graph based on reasons applicants have dropped out of the process. vi. Time to Approval Report: shows the amount of time it takes each family to be approved so that you can see trends over time as well as outliers. 10 Configurability: For the Licensure and Recertification Tracks, the Agency Forms, BintiSign, Training Tracking, and Background Checks, are configurable by Client (subject to Binti's prior approval). Work done by Binti to configure such features is referred to as "Professional Services" and addressed in Exhibit B. The Placements Module includes the following: A. Client Staff Placement Dashboard ("Placement Dashboard"): Client staff will be able to access/manage families available to take placement(s) ("Family Placements"), access/manage children/youth awaiting placement or in care ("Intake Child"), and access/manage placement searches for specific children or sets of siblings: a. Family Placements: Staff will be able to see Family Placements and their availability and capacity as well as basic characteristics/preferences related to a potential placement in their home. i. Relative Placement Information: The Placements Dashboard shows county/community families and has a separate tab for relative families. The relative families tab also includes families that are still within the licensing process (clearly labeled) in the case that a pre- approval/emergency placement with a relative is needed. ii. Complaints and Licensing Information: the Placements Dashboard highlights any overdue renewals or trainings, as well as any open/outstanding Complaints against this family (pulled from Licensing Module) iii. Hold Functionality: Complaints (logged within the Licensing Module) are viewable in the Placement Dashboard and where staff determine that a placement should be placed on hold, they can so indicate in the Placement Dashboard, along with a note about whether the hold is voluntary and if there is an end date applicable to the hold. iv. Dashboard Filters: Staff have the ability to filter Approved Families based on capacity, availability, location, preferences and specific attributes (e.g., emergency placement, medically trained, respite provider). v. Map View: The ability to view Approved Families on a map, with the option to view within county boundary lines. B. Child/Youth Referral Tracking: Client staff can input information about Intake Children directly into Binti, indicating basic demographic information, school information, and strengths/placement recommendations. Siblings can also be directly connected in the system by entering the name of a child already within Binti (if not entered, first sibling can be entered and then additional siblings can then be added/connected). a. All children/youth can be viewed on the Children/Youth dashboard, displayed by status (awaiting placement, in care, and permanency/non-permanency exits). Client Staff can see whether a child is currently placed and name of current placement, as well as whether there's currently an in -progress placement search. b. Track placement of Intake Children with placements and number of Intake Children not placed. c. Record when a child no longer needs a placement, the placement close date, and the reason the placement is no longer needed. C. Search Functions Based on Child Characteristics and Needs ("View Matching Families"): On the View Matching Families dashboard: a. Filter and view Family Placements that could be a match for each child or sibling set based on the child characteristics and the families' location and preferences (including both county/community and relative families, as applicable). i. View these Family Placements either via list view or via Map View- the Map View shows pins for each Family Placement as well as separate pin/"graduation cap" for the child's community of origin and school location. b. Record Placement Contact and Calling Logs: Client Staff can send bulk emails with standard placement availability messages directly from Binti, and record individual reach -outs (such as phone calls) and Family Placements' responses. All calls made to a Family Placement and the child/youth called on 11 behalf of, as well as date and response can be viewed in a call log by Family Placement or by Child/Youth. Features across all Licensed Modules: A. Unlimited number of Client users • Subject to the terms of the Agreement, Client may set up an unlimited number of applicant and admin user accounts • Client may establish multiple levels of permissions/ access available, including agency admins, caseworkers, trainers, case carrying workers, placements workers, eligibility workers, and clerical workers. B. Module Access • All users (including applicants, Affiliated Persons, and Client staff) can access each Licensed Module from any secure computer, tablet or mobile device with access to a modern browser using username and password, or SSO (if enabled by Client) API access includes the following: • Binti's Application Programming Interface (API) is available to agencies as a method to programmatically connect systems for performing a secure data exchange. The Binti API provides access to agency data as defined by the core Binti data model. • Binti has specific endpoints within our API available for data integration, as described here: https://family.binti.com/api-docs/index.html. Technical documentation is available upon request to provide additional information. • Any additional set-up/configuration with regards to Binti's API (if any) for Client shall be discussed and agreed upon by both parties, and then would be described in Exhibit B (Professional Services) 12 EXHIBIT C SUPPORT AND SERVICE LEVEL AGREEMENT This Support and Service Level Agreement ("SLA") is incorporated by reference into the Master Subscription and Services Agreement ("Agreement"). All capitalized terms that are used but not defined in this Exhibit will have the meanings ascribed to them in the body of the Agreement above. 1. Service Availability. Binti will use commercially reasonable efforts to make the Licensed Modules available in accordance with the following standards: System Availability Measure Standard Service monthly uptime ("Availability") 99.5% *Excludes scheduled downtime (of which Binti will give prior written notice and which Binti will schedule between the hours of l SPM and 4AM Pacific Standard Time). 2. Failure to Meet Availability Standards. In the event the Licensed Modules do not meet the Availability standard, Client will be eligible to receive a service credit as described below. Service credits are calculated as a percentage of the Fees paid by you for the Licensed Modules in a given billing cycle in accordance with the schedule below: Monthly Availability Monthly Pro -Rated Service Credit Percentage Less than 99.5% but greater than or equal to 99.0% 10% Less than 99.0% but greater than or equal to 95% 15% Less than 95% 25% Binti will apply any service credits only against future payments or Fees otherwise due from Client. At Binti's discretion, Binti may issue the service credits as a refund in the original method of payment where no further fees are due or payable. Client's sole and exclusive remedy for any unavailability or failure to meet Availability standards or nonperformance of failure by Binti to provide the Licensed Modules is the receipt of Service Credits in accordance with the terms of this SLA. To be eligible for service credits, Client will need to submit a written claim to Binti (SLA@binti.com) within thirty (30) days of the incident and include the following: • Identification of the Licensed Module with respect to which Client is claiming the service credits, together with the specific dates, times and availabilities for the periods with less than 99.5% availability. • Any supporting documentation that supports the claimed outage 3. Support. Binti will provide technical support ("Support") to Client from 9 AM -10 PM ET Monday through Friday during the Term except for national holidays in the United States and June 19th. Support may be non -live and/or limited for up to four (4) days per year due to staff training To request Support, Client must contact Binti via Live Chat within family.binti.com, via phone at 844-424-6844, or via email at help@binti.com. Support will return/answer all messages received outside of the aforementioned hours during the following business day. (a) Provision of Support. Binti will provide technical Support to the following Client technical contact, or his/her/their designate: Julie Rudley]. Binti will not be responsible for addressing or resolving Events (defined below) that Binti reasonably determines are caused by Client's systems, any misuse of the Platform, and/or any breach of the Agreement. (b) Events. "Events" are occurrences that impact the availability of the Platform, except for scheduled downtime, as determined by Binti in its reasonable discretion. Binti distinguishes among four classes of Events as follows: 14 (i) Critical Event: A complete loss of the Platform's functionality such that no user can use the Platform, with no workaround available. (ii) High Event: The Platform's functionality is materially impaired such that at least approximately 10% of users cannot use the Platform for its intended purpose. There is a major impact on users and minimal functionality is available. (iii) Medium Event: An event causing users to lose some level of functionality but users are still able to utilize the Platform for its intended purpose or an event not meeting the criteria of Critical or High because there is a workaround available which does not negatively impact the User from using the Platform for its intended purpose. Such events will be consistent and reproducible. (iv) Low Event: Any other problems or issues that do not rise to Critical, High, or Medium events. Most users would not notice or be impacted if not addressed. (c) Target Response Times. Binti will use commercially reasonable efforts to meet the following target time frames for response to Events, from the time Binti receives a Support request: Event Level Target Response Time Critical 4 hours or better High 24 hours or better Medium Low 3 business days (d) Resolution. Binti will use commercially reasonable efforts (meaning in good faith and in accordance with industry standard) to resolve Events within a reasonable time following response, as determined in Binti's reasonable discretion after assessing the Event. Where Client experiences an event that is business critical but which Binti does not define as Critical or High (in accordance with the above), Client may so indicate in writing to Binti, accompanied by an explanation of why the event is business critical, and Binti shall work in good faith to address the event on a faster timeline. 15 Binti Website Terms of Use Last updated: July 22, 2020. These Terms of Use govern your access to and use of Binti at www.Binti.com ("Site"), and the information and materials on this Site (the "Content") (collectively, the "Service"). This Site is operated by Binti ("Binti" or "we" or "us"). These Terms of Use constitute the entire agreement with respect to your access to and use of this Site and the Content. Any use of the Binti Platform by a paying customer or its employees, contractor or third parties that the customer authorizes to assess the Binti Platform is subject to the terms of the current governing contract ("Agreement(s)"), such as Binti's Master Subscription and Services Agreement, between Binti and customer. Nothing in these Terns of Use should be construed to alter such Agreements. By accessing or using this Service, you agree that you have read, understood, and accept these Terms of Use, our Privacy Policy, and all other policies or notices posted by us on our Service. iF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE. Binti reserves the right, at its sole discretion, to change, modify, add or remove portions of these Teens of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Ternms of Use, Binti grants you a personal, non-exclusive, non -transferable, limited privilege to enter and use the Service. Terms of Restrictions on Access and Use You may use this Site provided that (i) you are over 18 years of age, (ii) you are using the Site for your own individual use, (iii) you do not copy the Site, Service, or any part of it, (iv) you do not modify the Site or any part of it, and (v) you comply with all applicable laws, rules, regulations, and court orders. Binti, its suppliers and service providers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to the Services. If you give feedback on the Site, for example recommendations for improvements or features, such feedback will be deemed non -confidential and non-proprietary, and implementation of that feedback is owned by us and may become part of the Services without compensation to you. We reserve all rights in and to the Services unless we expressly state otherwise. The Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code, including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of Content, contained on the Services is owned, controlled, or licensed by Binti, and is protected by copyright, patent and trademark laws, and other various intellectual property rights and unfair competition laws. Except as expressly provided in these Terms of Use, no part of the Services and no Content maybe be copied, reproduced, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including mirroring) to any other computer, server, Website or other medium for publication or distribution or for any commercial enterprise, without Binti's express written consent. You may download publicly -available Content on this Site only for your personal, non-commercial use, provided that: (i) you keep intact all copyright and other proprietary notices; and (ii) if your copying or use of copyrighted materials on this Site is other than "fair use" under federal copyright laws, you must seek permission directly from us. Your access to and use of this Services may be terminated by us at any time without notice. 16 Your Responsibilities You are responsible for your use of the Services. You agree to act within the bounds of common decency when using our Site. You agree not to stalk, harass, bully or harm another individual. You may not do any of the following: • Violate any copyrights, and other proprietary or intellectual property rights in this Service or the Content; • Solicit, collect or use the login credentials of other Binti users; • Engage in any "data mining," "deep -link," "page -scrape," or use "hots/spiders" or similar data gathering and extraction tools or methods in connection with this Service or the Content; Decompile, reverse engineer, disassemble, lease, sell, distribute, or reproduce this Service; Transmit, post, submit or otherwise snake available: (a) content that is unlawful, false, inaccurate, harmful, obscene, or otherwise objectionable, including but not limited to any content that infringes on any intellectual property right, proprietary, or privacy right; (b) viruses, Trojan horses or other harmful programs or material; or (c) not use any device, software or routine to interfere with the proper working of the Service, (d) advertising or promotional materials, "spam," or any other form of solicitation; With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, Binti prohibits the creation of and you agree that you will not create an account for anyone other than yourself; Misrepresent your affiliation with or impersonate any person or entity; Interfere with or disrupt this Service, including imposing an unreasonable or disproportionately large load on the infrastructure of the Service, or attempt to circumvent this Service's security features; Remove or modify any copyright notices, other proprietary notices, or references to these Terms of Use in the Content or on this Service; Misrepresent the Content or this Site, or misinform others about the origin or ownership of the Content or this Site; and Probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or other authentication measures on the Site or any network connected to the Site. You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your Content, including but not limited to, copyright laws. User Content You are responsible for all content that you transmit or otherwise make available to the Service. Your access to and use of this Service may be monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities. All Personal Information collected front you is governed by our Privacy Policy. Termination You agree that Binti may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine you have violated these Terms of Use or other agreements or guidelines which maybe be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Binti, for which monetary damages would be inadequate, and you consent to Binti obtaining any injunctive or equitable relief that Binti deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Binti may have at law or in equity. Disclaimers THE SERVICE, INCLUDING, WITHOUT LIMITATION, BINTI CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER BINTI NOR ANY EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE `BINTI PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE BINTI CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO BINTI OR VIA THE SERVICE. IN ADDITION, THE BINTI PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON - 17 INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. THE BINTI PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR -FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE BINTI PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE BINTI PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE BINTI PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE. BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICE. YOU UNDERSTAND AND AGREE THAT BINTI IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN EXPECTANT PARENTS, BIRTH PARENTS, PROSPECTIVE FOSTER/ADOPTIVE PARENTS, OR ADOPTION/FOSTER CARE SERVICE PROVIDERS, NOR IS BINTI A LICENSED ADOPTION/FOSTER CARE AGENCY, LAW FIRM, OR FACILITATOR. BINTI HAS NO CONTROL OVER THE CONDUCT OF EXPECTANT PARENTS, BIRTH PARENTS, PROSPECTIVE ADOPTIVE/FOSTER PARENTS, ADOPTION/FOSTER CARE SERVICE PROVIDERS, AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT BINTI DOES NOT SOLICIT OR MATCH SPECIFIC BIRTH PARENTS, CHILDREN, OR PROSPECTIVE ADOPTIVE/FOSTER PARENTS AND THAT BINTI DOES NOT PROVIDE LEGAL OR THERAPEUTIC COUNSELING SERVICES. Limitation of Liability; Waiver Any use of the Binti Platform by a paying customer or its employees, contractor or third parties that the customer authorizes to assess the Binti Platform is subject to the Agreement between Binti and customer. UNDER NO CIRCUMSTANCES WILL THE BINTI PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE BINTI CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE BINTI PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE BINTI PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER 18 CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE BINTI PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF BINTI'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY. CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE. PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE BINTI PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE BINTI PARTIES. BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BINTI IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. Indemnification Any use of the Binti Platform by a paying customer or its employees, contractor or third parties that the customer authorizes to assess the Binti Platform is subject to the Agreement between Binti and customer. You agree to defend (at Binti's request), indemnify and hold the Binti harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third -party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi -governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (v) any misrepresentation made by you; or (vi) any acts, conduct, or content by third parties, including but not limited to any negligent acts or omissions. You will cooperate as fully required by Binti in the defense of any claim. Binti reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Binti. Notice Where Binti requires that you provide an e-mail address, you are responsible for providing Binti with your most current e-mail address. In the event that the last e-mail address you provided to Binti is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Binti's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Binti via email at contact(i(binti.com and such notice shall be deemed given when sent by confirmed e-mail. 19 Electronic Communications The communications between you and Binti use electronic means, whether you visit the Site or the Service or send Binti emails, or whether Binti posts notices on the Site or Service or communications with you via email. For contractual purposes, you (1) consent to receive communications front Binti in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Binti provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Territorial Restrictions The information provided within the Service is not intended for distribution to or use by any person ae entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Binti to any registration requirement within such jurisdiction or country. California Users And Residents Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Binti must be addressed to our agent for notice and sent via email to contact(aiibinti.com. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. General If any provision of these Terms of Use is unlawful, void or unenforceable, then that provision will be deemed severable from the remaining provisions and will not affect their validity and enforceability. The failure by Binti to enforce any provision in these Terms of Use still not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. California law, without regard to conflict of laws provisions, will govern these Terms of Use. We will have the right to use for any purpose, free of charge, all information or content submitted via this site except those submissions made under separate legal contract. Binti may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against Binti's rights or property of visitors to or users of the Site, including Binti's customers. Binti reserves the right at all times to disclose any information that Binti's deems necessary to comply with any applicable law, regulation, legal process or governmental request. Binti may also disclose your information when Binti determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. Contact If you have any questions or concerns, please email us at contact(iiibinti.com. 20 Binti's Privacy Policy Last updated: July 22, 2020. We take your privacy seriously. When you use and interact with our website or services, communicate with or otherwise contact us, we may collect, use, share and process information relating to you ("Personal information"). Binti, Inc. has created this Privacy Policy to explain how we collect, use, share, and otherwise process your Personal Information, and your rights and choices regarding your Personal Information. By accessing or using the Services (defined below), you warrant and represent that you have read, understand and accept the terns stated in this Privacy Policy, and our Terms of Service, currently available at https://binti.com/terms/ (the "Terns of Service"). If you do not agree with or you are not comfortable with any aspect of this Privacy Policy or the Terms of Services, you should immediately discontinue access or use of our Services. Binti is based in the State of California, and it's services are intended to be offered in the United States. If you access our Services from outside the United States, you may be located in a country with different data protection laws. Thus, if you proceed to access and use ours Services, you acknowledge and accept that we will protect your Personal Information in accordance with this Privacy Policy. Our Privacy Policy is periodically reviewed, and might change as Binti updates and expands the Services, or due to changes in the applicable law. We will post a notice of changes on our website, and notify you of any material changes prior to them becoming effective. Once the new Privacy Policy is posted, it will become apply after your continued use of the Services. Processing Activities Covered This Privacy Policy applies to the processing of Personal information collected by us when you interact with us directly (the "Services"), including when you: • Visit our website at binti.com, any branded social media pages or our offices; • Receive communications from us, including emails, phone calls, texts or fax; • Use our Binti Platform (family.binti.com) as an authorized user ("User") where we act as a controller of your Personal Information (for example, as an employee of one of our customers who provided you with access to our services); or • Register for, attend or take part in our events or webinars. This Privacy Policy does not apply to the extent we process Personal Information in the role of a processor or service provider on behalf of our customers. In relation to the Binti Platform, other than specifically noted above, we are a processor or service provider in relation to all of the Personal information we process, as such processing is undertaken on behalf of and at the direction of our customers. We are not responsible for the privacy or data security practices of our customers, which may differ from those explained in this Privacy Policy. Our website may contain links to other websites, applications, and services maintained by third parties. The information practices of other services, or of social media platforms that host our branded social media pages, are governed by their privacy policies, which you should review to better understand their privacy practices. Personal Information We Collect During your use of the Services, we will collect, use, disclose, store, and process your Personal Information, which is any information that identifies you or may make you identifiable. When you use our Services, we generally collect the Personal Information listed below. The personal information we collect directly from you includes identifiers, professional or employment -related information, financial account information, commercial information and inter et activity information. For instance: • If you express an interest in obtaining additional information about our services or a demo of our services; use our "Contact Us" or similar features; when you interact with our customer support or marketing team, or download certain contact, we may require to you provide us with certain Personal Information such as your name, company or agency' name, email address, phone number, and billing information. 21 If you interact with our website or emails, we may automatically collect information about your device and your usage of our websites or emails (such as Internet Protocol (IP) addresses or other identifiers, using cookies, web beacons, or similar technologies. If you use and interact with our Services, we may automatically collect information about your device and your usage of our services through log files and other technologies. if you visit our offices, you may be required to register as a visitor and to provide your name, email address, phone number, company name and time and date of arrival. If you post information on message boards, chat features, blogs and other services or platforms to which you are able to post information and materials (including third party services and platforms). We also may record our telephone or other communications with you, to the extent permitted by applicable law. If you apply to work with us throughout website, we will collect Personal Information about such as contact information, your employment background, and education and other information or materials depending on the position of interest. If you area User of the Binti Platform, we may collect information, such as your name and email address, and other information to assist you with using the Binti Platform. We also collect any information that you provide to us when you contact us for customer service, technical support, or for any other purposes relating to the Binti Platform. Tracking Technology As you navigate our website or interact with emails we have sent to you, we use certain tracking technology tools, such as cookies, web beacons, pixels, and similar technologies to automatically collect information that may contain Personal Information. You can control the use of cookies at the individual browser level. If you want to learn more about cookies, or how to control, disable, or delete them, please visit http://www.aboutcookies.org for detailed guidance. We may also use third parties to serve ads on our website or to manage our advertising on other sites. Certain third - party partners may automatically collect information about your visits to this and other websites, your IP address, your iSP, the browser you use to visit our website (but not your name, address, e-mail address or telephone number). They do this by using cookies, pixel tags or other technologies. Information collected may be used, among other things, to deliver advertising targeted to your interests and to better understand the usage and visitation of our website and the other sites tracked by these third parties. We encourage you to check the privacy policies of advertisers and/or ad services to learn about their use of cookies and other technologies. If you would like more information about this practice and to know your choices about not having this information used by these companies, click here: http://www.aboutads.info/choices or http://www.networkadvertising.org. Binti uses the Google AdWords remarketing service to advertise on third party websites (including Google) to previous visitors to our site. It could mean that we advertise to previous visitors who haven't completed a task on our site, for example using the contact form to make an inquiry. This could be in the form of an advertisement on the Google search results page, or a site in the Google Display Network. You can set preferences for how Gargle advertises to you using the Google Ad Preferences page, and if you want to you can opt out of interest -based advertising entirely by cookie settings or permanently using a browser plugin. Do not track. Some browsers have a "do not track" feature that allows you to tell websites that you do not want to have your online activities tracked. At this time, due to a lack of industry standards, we do not respond to browser "do not track" signals. To leam more about interest -based advertising or to opt -out of this type of advertising, visit the Network Advertising Initiative website and the Digital Advertising Alliance website. Options you select are browser- and device -specific. Why We Collect Your Information We may use the information that we collect about you for the following purposes: • Communicate, respond to requests and process transactions: We may use Personal Information to communicate with you, respond to your requests or provide information requested by you. Binti may also use Personal Information, including financial, credit card and payment information, to process your transactions. • Provide support: We may use your Personal Information and other data we collect front you to provide you with support in relation to the Binti Platform and our Services. 22 Account administration: If you are a User of the Binti Platform, we may use Personal Information to provide you with or facilitate your use of the Platform, to manage your account, and to communicate with you about your use of the Platform. This may include managing updates and fixes, providing support and recommendations, and sending other administrative or account -related communications. Security: We may use Personal Information to help monitor, prevent and detect fraud, enhance security, monitor and verify identity or access, and combat spam or other malware or security risks. Quality control and training: Binti may use or access Personal Information for the purposes of quality control related to the Services and staff training. Improve the Bind Platform: We may use Personal information and other data that we collect from to better understand our customers, Users and website visitors and the way they use and interact with our services, including their user experience. We use this information to provide a personalized experience, to implement the preferences you request, to improve quality and reliability, and to diagnose issues with and improve the Platform and related experiences. To review your job application: If you apply for a position through our website, we will use the information you supply to process your application and to gather recruitment statistics. Your Personal Information will be maintained in accordance with our records retention guidelines. Protect our employees and facilities: Binti may use Personal Information as necessary to protect the health and safety of our employees and visitors, our facilities and our property and other rights. Marketing: We may use infonnation we obtains from you, your interactions with Binti to provide you with marketing and promotional communications, to deliver targeted and relevant advertising and marketing to you, to determine the effectiveness of our marketing and promotional campaigns, to better understand you and your preferences, and to position and promote our products and services, as permitted under the applicable law. Other legitimate business purposes: We may use your Personal Information when it is necessary for other legitimate purposes such as protecting our confidential and proprietary information. Legal and regulatory compliance. Certain laws or regulations apply to our Services that may require us to process your Personal Information. Disclosure of Your Information We allow your Personal Information to be accessed only by those who really need access to perform their tasks and duties, and only share your information with third parties who have a legitimate purpose for accessing it. We do not sell or otherwise disclose Personal Information we collect about you, except as described in this Privacy Policy or as we disclose to you at the time this information is collected. We disclosure your Personal Information as described below. Service providers and business partners: We authorize service providers to use or disclose the information only as necessary to perform services on behalf of Binti (for example, to support the delivery of, provide functionality on, or help to enhance the security of our website). We require these service providers by contract to safeguard the privacy and security of Personal Information that they process on our behalf. Compliance with laws and law enforcement requests: We may disclose information about you to any competent law enforcement body, regulatory, government agency, court or other third party where we believe disclosure is necessary (i) as a matter of applicable law or regulation, (ii) to exercise, establish or defend our legal rights, or (iii) to protect your vital interests or those of any other person. Business transfers: We may disclose information about you to an acquirer, successor, or assignee as part of any merger, acquisition, debt financing, sale of assets, or similar transaction, or in the event of an insolvency, bankruptcy, or receivership in which information is transferred to one or more third parties as one of our business assets, provided that we inform such third parties that they must use your Personal Information only for the purposes disclosed in this Privacy Policy. Customer Agencies: As part of the services we provide to our customer agencies, we collect certain information from Users of the Binti Portal on behalf of our customers to enable them to provide you with their services in relation to foster family approval, case management, etc. You should contact your agency for more information about how it processes your personal information. Consent. We may disclose your Personal Information for any other purpose with your consent. 23 Your Choices and Rights If you would like to correct or update Personal Information that you have provided to us, please contact us. We will use responsible efforts to respond to your inquiry as soon as practicable. When updating your Personal Information, we may ask you to verify your identity before we can act on your requests. You can opt -out of receiving marketing communications from Binti by clicking "unsubscribe" in any marketing email communications we send you. Security and Confidentiality We care about the security of your Personal Information, and employ appropriate technical and organizational measures to ensure a level of security that is appropriate and follow generally accepted standards to protect the information submitted to us, both during transmission and once we receive it. We will maintain your Personal Information as necessary to comply with our legal obligations, resolve disputes, or enforce our agreements. No method of electronic transmission or storage is 100% sneerer, however. Therefore, we cannot guarantee its absolute security. If you ever find a security issue, or simply have a security related concern, please reach out directly to us. Children Binti's Services are not directed at children or users under the age of 18. Binti does not knowingly solicit Personal Information from children under the age of 18 or send them requests for Personal Information. Contacting Us If you have questions or concerns about our Privacy Policy, please email us at contact(u@binti.com. 24 SIGNATURE REQUESTED: Binti-Weld Agreement (f) Final Audit Report 2023-10-19 Created: 2023-10-19 By: Lesley Cobb (cobbxxlk@co.weld.co.us) Status: Signed Transaction ID: CBJCHBCAABAABmodXl1CRgDVgR0kXhALVvE_YWnmRPuS "SIGNATURE REQUESTED: Binti-Weld Agreement (f)" History In Document created by Lesley Cobb (cobbxxlk@co.weld.co.us) 2023-10-19 - 4:05:57 PM GMT- IP address: 204.133.39.9 P. Document emailed to hannah@binti.com for signature 2023-10-19 - 4:06:50 PM GMT '5 Email viewed by hannah@binti.com 2023-10-19 - 4:40:54 PM GMT- IP address: 66.249.88.103 4 Signer hannah@binti.com entered name at signing as Hannah Pritchett 2023-10-19 - 4:41:48 PM GMT- IP address: 99.123.5.247 4 Document e -signed by Hannah Pritchett (hannah@binti.com) Signature Date: 2023-10-19 - 4:41:50 PM GMT - Time Source: server- IP address: 99.123.5.247 © Agreement completed. 2023-10-19 - 4:41:50 PM GMT Powered by Adobe Acrobat Sign Contract Form Entity Information Entity Name * BINTI INC Entity ID* @00042058 Contract Name BINTI INC (MASTER SUBSCRIPTION AND SERVICES AGREEMENT) Contract Status CTB REVIEW ❑ New Entity? Contract ID 7561 Contract Lead * COBBXXLK Contract Lead Email cobbxxlk@co.weld.co.us Parent Contract ID Requires Board Approval YES Department Project # Contract Description * MASTER SUBSCRIPTION AND SERVICES AGREEMENT FOR A FOR CHILD WELFARE LICENSING AND PLACEMENT SOFTWARE PLATFORM . TERM: APRIL 1 , 2023 TO MARCH 31, 2026 (36 MONTH INITIAL TERM) AND RENEW IN SUBSEQUENT 12 MONTH INTERVALS UNLESS TERMINATED. Contract Description 2 PA ROUTING THROUGH NORMAL APPROVAL PROCESS. ETA TO CTB 10/26/23 Contract Type * AGREEMENT Amount* $47,740.00 Renewable * YES Automatic Renewal Grant IGA Department HUMAN SERVICES Department Email CM- HumanServices@weldgov. com Department Head Email CM-HumanServices- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM Requested BOCC Agenda Date * 11/01/2023 Due Date 10/28/2023 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 * 01/31/2024 Renewal Date* 03/29/2024 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 11/01/2023 11/01/2023 11/01/2023 Final Approval BOCC Approved Tyler Ref # AG 110823 BOCC Signed Date Originator COBBXXLK BOCC Agenda Date 11/08/2023 Cheryl Hoffman From: Sent: To: Subject: noreply@weldgov.com Monday, February 12, 2024 11:46 AM CM-ClerktoBoard; Lesley Cobb; CM-HumanServices-DeptHead Fast Tracked Contract ID (7797) Contract # 7797 has been Fast Tracked to CM -Contract Maintenance. You will be notified in the future based on the Contract information below: Entity Name: BINTI INC Contract Name: BINTI INC (MASTER SUBSCRIPTION AND SERVICES AGREEMENT) Contract Amount: $47,740.00 Contract ID: 7797 Contract Lead: COBBXXLK Department: HUMAN SERVICES J7 / 7797 -- Review Date: 1/30/2026 Renewable Contract: YES Renew Date: 3/31/2026 Expiration Date: Tyler Ref #: Thank -you c2a20- 53o20Z Cheryl Hoffman From: Sent: To: Cc: Subject: Attachments: Good afternoon CTB, FAST TRACK ITEM: Lesley Cobb Monday, February 12, 2024 11:44 AM CTB HS -Contract Management FAST TRACK - Binti Inc. Master Subscription and Services Agreement CMS #7797 Binti.pdf Attached please find the Binti Inc. Master Subscription and Services Agreement (Tyler ID# 2023-3322) originally CMS #7561. The term of this agreement is until March 31, 2026 and then will renew in subsequent 12 Month intervals unless terminated. There are no changes to the agreement at this point and it is being Fast Track in CMS for tracking purposes only (CMS# 7797). Thank you, Lesley Cobb Contract Management and Compliance Supervisor Weld County Dept. of Human Services 315 N. 11th Ave., Bldg A PO Box A Greeley, CO 80632 Phone: (970) 400-6512 Fax: (970) 353-5212 Email: cobbxxlk@weld.gov Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. Hello