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Home My WebLink About20233619.tiffConhvo..c-\- «-q-1Ui BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Chocolate Software Services Agreement Amendment #3 DEPARTMENT: Human Services DATE: June 30, 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 Chocolate Software to provide an OAA-SYS system that enables the Weld County Area Agency on Aging (AAA) to manage and track their voucher programs. In 2023 an updated Software Services Agreement was executed, known to the Board as Tyler #2023-3619, to continue the use of the OAA-SYS as well as add the implementation and use of a Single -Entry Point (SEP) Client Tracking system. On July 1, 2024, the Board approved Amendment #1 to update rates for the OAA-SYS Platform and to update the Scope of Work and rates for the CMA TIM System formerly known as the SEP Client Tracking system. On August 28, 2024, the Board approved Amendment #2 which added Exhibit C, Scope of Work and Cost Breakdown for the Individual and Family Portal in the OM-SYS Platform. The Department is now requesting to amend the current agreement which updates Exhibit A, Scope of Work and Cost Breakdown for the OAA-SYS Modules and Supportive Tools and Exhibit B, Scope of Work and Cost Breakdown for the CMA TIM System for ongoing support and use from July 1, 2025 through June 30, 2026. What options exist for the Board? Approval of the Software Services Agreement Amendment #3. Deny approval of the Software Services Agreement Amendment #3. Consequences: The Department will not be an updated agreement in place and will not have the support and use of these Platforms. Impacts: The Department will not be able to offer services to the clients. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): Total cost ➢ OAA-SYS Module and Support = $30,000.00 ($2,500.00 per month) ➢ CMA TIM System = $2,400.00 ($200.00 per month) ➢ Funded through: OAA-SYS funded through AAA Federal Admin funds CMA TIM System funded through CMA TCM funds. Pass -Around Memorandum; June 30, 2025 — CMS ID TBD c on,tr) - cL e c : Onba° (.pt}) a �i�X25 Zt73 310I9 12-bl9S Recommendation: • Approval of Amendment #3 and authorize the Chair to sign. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck _ __i___—_ Scott K. James , rv� Jason S. Maxey ~� 7' t Lynette Peppier -1 Kevin D. Ross Oita ti, p, Pass -Around Memorandum; June 30, 2025 - CMS ID TBD AGREEMENT AMENDMENT BETWEEN THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES AND CHOCOLATE SOFTWARE, LLC This Agreement Amendment made and entered into —1day of ,2025 by and between the Board of Weld County Commissioners, on behalf of the Weld ounty Department of Human Services, hereinafter referred to as the "Department", and Chocolate Software, hereinafter referred to as the "Contractor". WHEREAS the parties entered into an Agreement for Chocolate Software Services, (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2023-3619, approved on December 11, 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 June 30, 2024. The Original Agreement was amended on: • July 1, 2024 to extend the term date through June 30, 2025, after this period the Agreement will automatically renew in subsequent 12 -month intervals, unless terminated according to the previous herein; amend Exhibit A, Scope of Work and Cost Breakdown for the OAA-SYS Platform and Exhibit B, Scope of Work and Cost Breakdown for the CMA TIM System. August 28, 2024 to add Exhibit C, Scope of Work and Cost Breakdown for the Individual and Family Portal. The Amendments are identified by the Weld County Clerk to the Board of County Commissioners as document number 2023-3619. • 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 July 1, 2025: 1. Amend paragraph 1 under 7. Time of Performance as follows: The period this Agreement shall be from July 1, 2025, through June 30, 2026, after this period the Agreement will automatically renew in subsequent 12 - month intervals, unless terminated according to the provisions herein. 2. Exhibit A, Scope of Work and Cost Breakdown for the OAA-SYS Platform is hereby amended as attached. 3. Exhibit B, Scope of Work and Cost Breakdown for the CMA TIM System 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. C � COUNTY: ATTEST: J,.a:ek, BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO BY: Cler to the Board Deputy Clerk to the Ve VDil TriG By: DeVon Farago (Jun 30, 202 13:40 MDT) ck, Chair JUL 0 7 2025 TRACTOR: hocolate Software, LLC DeVon Farago, Managing Member Date: 06/30/2025 70 3(,1c EXHIBIT A CHOCOJ\TE soy I WARE Scope of Work Proposal Client: Weld County Area Agency on Aging Subject: Proposal for Products and Services for SFY26 Date: June 20, 2025 PO Box 515 Longmont, CO 80502 www.chocolate-software.com 720.428.2640 CHOCOLATE SOFTWARE Las ot Introduction Chocolate Software is pleased to provide the Weld County Area Agency on Aging with the following proposal for the ongoing support and use of its OAA-SYS® platform SFY26. This proposal covers the period from July 1, 2025 through June 30, 2026. OAA-SYS Modules and Supportive Tools OAA-SYS® is a comprehensive and integrated suite of modules that automate and streamline the business processes of AAAs. The modules available in OAA-SYS® include the following. These modules will be available in full for Weld County AAA from July 1, 2025, through June 30, 2026. 1. RFP Module 2. Contract Management Module 3. Amendment Module 4. Reimbursement Module 5. Funding Allocation Module (i.e., Grant and Accounting Code Management) 6. CBRES Integration Module including exports for monthly reports, waitlists and funding requests 7. Reports 8. Voucher Module 9. Resource Specialist Customization 10. Provider Evaluation Module Costs Monthly fixed fee July —June: $2500/month Full 12 -month cost: $2,500 x 12 = $30,000 Cost includes: • Hosting • Licensing for both the CRS and the RFP systems (unlimited seats) • Unlimited support • Business process consulting • Enhancements or installations of new modules that other AAAs have built • Upgrades • Back-ups, data storage and archiving • Small and medium-sized customizations (large customizations would be separate) • Project management • Data analysis Please feel free to reach out to us with any questions. b&t/ott 1 EXHIBIT B CHOCO_ATE SOS I WARE Scope of Work Proposal Client: Weld County AAA Subject: Proposa/ for TIM System for SFY26 Date: June 20, 2025 PO Box 515 Longmont, CO 80502 www.chocolate-software.com 720.428.2640 CHOCOLATE SOFTWARE L&4 atK Introduction Chocolate Software is pleased to provide Weld County with the following proposal for the ongoing support and use of the TIM System. This proposal covers the period from July 1, 2025, through June 30, 2026. Costs Monthly fixed fee July —June 2026: $200/month Full 12 -month cost: $200 x 12 = $2,400 Cost includes: • Unlimited support • Enhancements and upgrades • Project management • Data analysis Please feel free to reach out to us with any questions. d, 1 SIGNATURE REQUESTED: Weld/Chocolate Software Amend #3 Final Audit Report 2025-06-30 Created: 2025-06-30 By: Sara Adams (sadams@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAAXAy33Ks2_yVq0x76hKFC6RrvJxj1QEFD "SIGNATURE REQUESTED: Weld/Chocolate Software Amend #3" History Document created by Sara Adams (sadams@weld.gov) 2025-06-30 - 7:32:54 PM GMT- IP address: 204.133.39.9 ED Document emailed to devon@chocolate-software.com for signature 2025-06-30 - 7:33:16 PM GMT 'l Email viewed by devon@chocolate-software.com 2025-06-30 - 7:39:45 PM GMT- IP address: 68.64.222.164 Signer devon@chocolate-software.cor entered name at signing as DeVon Farago 2025-06-30 - 7:40:12 PM GMT- IP address: 68.64.222.164 A Document e -signed by DeVon Farago (devon@chocolate-software.com) Signature Date: 2025-06-30 - 7:40:14 PM GMT - Time Source: server- IP address: 68.64.222.164 O Agreement completed. 2025-06-30 - 7:40:14 PM GMT Powered by Adobe Acrobat Sign Contract Form Entity Information Entity Name* Entity ID* CHOCOLATE SOFTWARE LLC @00042839 Q New Entity? Contract Name * Contract ID Parent Contract ID CHOCOLATE SOFTWARE SERVICE AGREEMENT 9707 20233619 AMENDMENT #3 Contract Lead * Requires Board Approval Contract Status SADAMS YES CTB REVIEW Contract Lead Email Department Project # sadams@weld.gov;cobbx xlk@weld.gov Contract Description * AMENDMENT #3 TO THE SOFTWARE SERVICES AGREEMENT FOR AAA OAA-SYS PLATFORM AND CMA TIM SYSTEM TO UPDATE EXHIBIT A, SCOPE OF WORK AND EXHIBIT B COST BREAKDOWN FOR THE ANNUAL COST OF THE MODULES. Contract Description 2 TERM JULY 1, 2025 THROUGH JUNE 30, 2026 AND SHALL AUTOMATICALLY RENEW IN SUBSEQUENT 12 -MONTH INTERVALS. Contract Type * AMENDMENT Amount* $ 32,400.00 Renewable" YES Automatic Renewal Grant IGA Department Requested BOCC Agenda Due Date HUMAN SERVICES Date* 07/03/2025 07/07/2025 Department Email CM- HumanServices@weld.gov Department Head Email CM-HumanServices- DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date* 04/30/2026 Renewal Date* 06/30/2026 Committed Delivery Date Expiration Date Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head Finance Approver Legal Counsel JAMIE ULRICH CHERYL PATTELLI BYRON HOWELL DH Approved Date Finance Approved Date Legal Counsel Approved Date 07/01/2025 07/01/2025 07/01/2025 Final Approval BOCC Approved Tyler Ref # AG 070725 BOCC Signed Date Originator SADAMS BOCC Agenda Date 07/07/2025 Cortkvcxc+tt $(a OS BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Chocolate Software Services Agreement Amendment #2 DEPARTMENT: Human Services DATE: August 20, 2024 PERSON REQUESTING: Jamie Ulrich, Director, Human Services Brief description of the problem/issue: Since 2020 the Department of Human Services (DHS) has contracted with Chocolate Software to provide an OAA-SYS system that enables the Weld County Area Agency on Aging (AAA) to manage and track their voucher programs. In 2023 an updated Software Services Agreement was executed, known to the Board as Tyler #2023-3619, to continue the use of the OAA-SYS as well as add the implementation and use of a Single -Entry Point (SEP) Client Tracking system. On July 1, 2024, the Board approved Amendment #1 to update rates for the OAA-SYS Platform and to update the Scope of Work and rates for the CMA TIM System formerly known as the SEP Client Tracking system. The Department is now requesting to amend the current agreement to add Exhibit C, Scope of Work and Cost Breakdown for the Individual and Family Portal in the OAA-SYS Platform. The amended agreement will be effective from September 1, 2024 to June 30, 2025, and shall automatically renew at 12 -month intervals, unless terminated according to the original provisions within the agreement. What options exist for the Board? • Approval of the Software Services Agreement Amendment #2. • Deny approval of the Software Services Agreement Amendment #2. Consequences: There will not be a new Individual and Family Portal in the OAA-SYS Platform. Impacts: The Department will not be able to offer new services to the clients. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): • Total cost: OAA-SYS Module and Support = $18,500.00 CMA System Support and Maintenance Fee - $200.00 per month Funded through: CMA Stabilization Grant Pass -Around Memorandum: August 20, 2024 - CMS ID 8605 c0nsofWLfld4 CC: Unho€ Losp) s/z?/14 3/ZS/act- z023 sc9 B -R006(5 Recommendation: • Approval of Amendment #2 and authorize the Chair to sign. Perry L. Buck, Pro -Tern Mike Freeman Scott K, James Kevin D. Ross, Chair Lori Saine Support Recommendation Schedule Place on BOCC Agenda Work Session en6 Pass -Around Memorandum; August 20, 2024 — CMS ID 8605 Other/Comments: AGREEMENT AMENDMENT BETWEEN THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES AND CHOCOLATE SOFTWARE, LLC This Agreement Amendment made and entered into a day of , 2024 by and between the Board of Weld County Commissioners, on behalf of the Wed County Department of Human Services, hereinafter referred to as the "Department", and Chocolate Software, hereinafter referred to as the "Contractor". WHEREAS the parties entered into an Agreement for Chocolate Software Services, (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2023-3619, approved on December 11, 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 June 30, 2024. • The Original Agreement was amended on: • July 1, 2024 to extend the term date through June 30, 2025, and amend Exhibit A, Scope of Work and Cost Breakdown for the OAA-SYS Platform and Exhibit B, Scope of Work and Cost Breakdown for the CMA TIM System. • The Amendments are identified by the Weld County Clerk to the Board of County Commissioners as document number 2023-3619. • 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 September 1, 2024: 1. Exhibit C, Scope of Work and Cost Breakdown for the Individual and Family Portal, is hereby added 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: WairshA) v• BY: Clerk to the Boa Deputy Clerk to the • BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO 5? -- vin D. Ross, Chair CONTRACTOR: Chocolate Software, LLC DeVoN 7taqo By: DeVon Farago (Aug 15, 202 06:53 MDT' AUG 2 8 2024 DeVon Farago, Managing Member Date: Aug 15, 2024 l0Z3-3tcV9 EXHIBIT C CHOCOLATE SOFTWARE Proposed Scope of Work and Cost Breakdown Agency: Weld County CMA Project: Individual & Family Portal Date: August 12, 2024 PO Box 515 Longmont, CO 80502 www.chocolate-software.com 720.428.2640 x101 CHOCOLATE SOFTWARE ;1:7' l'skalK. Section 1: Introduction Chocolate Software is pleased to provide a scope of work and cost proposal for an Individual and Family Portal as part of Weld County CMA's Single Entry Point program. The project activities include 1) requirements gathering and documentation, 2) system development and roll -out, including training and testing and 3) ongoing support and maintenance. Since the system will be custom-built, it will be architected to be expandable and flexible to new and changing requirements. Section 2: Implementation Approach Chocolate Software recently worked with the Weld County stakeholders and reviewed the following video (https://vimeo.com/657905352/6ebedaf6d9) to determine initial requirements for the system. This document will outline those requirements and will also provide costs and a timeline. It is important for both Weld County and Chocolate Software to acknowledge that it is not improbable for the system requirements to evolve and grow throughout the development process. Any plan that we put in place for the development and roll -out should be able to accommodate tweaks along the way. Some of the requirements are mission critical must-have's while others can be done at a future time after the system has been in use. Still other requirements are not yet known in terms of ways in which Weld County may want to expand, adapt and integrate the system with other programs and processes. At this point, this cost proposal covers work that we foresee needing to be done in what we are calling Phase I. A Phase II can be created at some point in the future if deemed needed. Section 3: Technical Specifications Since the data needed for this system could be classified as PHI, the data system itself needs to be HIPAA compliant, which will require secure user accounts and accompanying password rules and processes for accessing the system, in addition to ongoing secure hosting requirements. Chocolate Software will work with Weld County's IT department to deploy the application on the Weld County servers. Section 4: Initial Requirements (Scope of Work for Phase I) Below are the core features as outlined for Phase I of this project. The development and completion of the tasks include requirements meetings with staff, database design and implementation, system programming, testing and roll -out of components for testing by Weld County staff and ongoing support and maintenance. The system will include the following high-level features and functionality. Detailed requirements will be determined and articulated as part of the actual project. 1. A secure web -based portal for staff to configure individuals and plans (including funding levels) and to process invoices and receipts submitted by individuals and families. a. Ability to configure templates and instructions for download. b. CSV downloads for external billing tool. 2 CHOCOLATE `-°-� SOFTWARE l&Es1oI c. Ability to manage status of submittals as part of the processing step. d. Ability to amend plans throughout the year. 2. A secure web -based portal for individuals and families to submit receipts and invoices for reimbursement and payment, review plan details, download templates and view the payment calendar. 3. System wide email notifications and confirmations. 4. Ability for admins to control drop -down list options. 5. An archive module for Weld County to configure to determine how long uploaded documents should be kept. 6. Reports including spreadsheet downloads a. Reports will be determined as the project progresses. b. One report that has been requested is the ability to see who has/has not submitted receipts. 7. Import of data from the current Excel spreadsheet 8. System -wide features: a. Sorting, filtering and searching b. Exporting to Excel 9. Additional security and infrastructure requirements requested by Weld County: a. User authentication that integrates with Weld County AD through LDAP. b. User account management for non -County employees (individuals and families). c. On -premise deployment to Weld County maintained servers and SQL Databases d. PHI and PII data encryption at rest and in transit, requiring only port 443 to be opened between the server and the endpoint accessing the software on network e. Least privilege -based access for users for both system access and reports, and administrative security roles with higher privileges on an as -needed basis f. Restrictions on the ability to mass view and mass download PHI, PII and HIPPA data g. Transactional audit logs recording individual users access to, export of (reports), and modification of system data h. Disclosure and approval of third -party dependencies, including licensed modules, and end of life products Section 5: Timeline & Cost Proposal Below is a breakdown of costs and timelines based on the Phase I tasks. The timeframe for the Phase I costs is September 2024 through March 2025. Once the system is signed off on and launched, the maintenance phase will begin. Maintenance will include 1) back-ups, 2) support, and 3) enhancements. If more substantial enhancements, add-ons or integration requests surface during or after the development process, those costs can be reviewed and discussed on a case -by -case basis by Weld County and Chocolate Software. 3 2.1 CHOCOLATE SOFTWARE Task # Tasks 1 PHASE 1 TASKS 1.1 Requirements meetings, demos and feedback sessions 1.2 Database design and implementation 1.3 Modules to support system requirements 1.4 Reports and dashboard configuration 1.5 Site configuration tools (i.e., account management) 1.6 Data management tools (i.e., for look -up lists required for client data management) 1.7 Training sessions and training documentation Phase ( Subtotal 2 ONGOING Monthly Support and Maintenance $200/month (3/1/2025-12/31/2025) Timeframe Cost Ongoing $500 Sept 2024 $2,500 Sept -Dec 2024 $10,000 Jan -Mar 2025 $2,500 Mar -Apr 2025 $1,000 Jan -Mar 2025 $1,000 Ongoing $1,000 $18,500 $2,000 Ongoing Subtotal $2,000 Estimated Total Cost (9/1/2024 — 6/30/2025) $20,500 Payment: Chocolate Software is proposing that the system is paid for up front. After the system is live, the monthly support fee will begin. The monthly fee above is only noted to go through December 31, 2025. Please feel free to reach out to us with any questions or clarifications needed about the proposal. Thanks again for the opportunity to submit a proposal. be Vo.i 4 SIGNATURE REQUESTED: Weld/Chocolate Software Amend #2 Final Audit Report 2024-08-15 Created: 2024-08-14 By: Sara Adams (sadams@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAA7ev9pTPQuGC1kxvtgpLlCKQtZQ77Wep3 "SIGNATURE REQUESTED: Weld/Chocolate Software Amend #2" History 5 Document created by Sara Adams (sadams@weld.gov) 2024-08-14 - 5:11:49 PM GMT- IP address: 204.133.39.9 P.+ Document emailed to devon@chocolate-software.com for signature 2024-08-14 - 5:12:46 PM GMT ,i°J Email viewed by devon@chocolate-software.com 2024-08-14 - 9:31:36 PM GMT- IP address: 104.28.50.167 b© Signer devon@chocolate-software.com entered name at signing as DeVon Farago 2024-08-15 - 12:53:40 PM GMT- IP address: 161.97.194.235 6© Document e -signed by DeVon Farago (devon@chocolate-software.com) Signature Date: 2024-08-15 - 12:53:42 PM GMT - Time Source: server- IP address: 161.97.194.235 Agreement completed. 2024-08-15 - 12:53:42 PM GMT Powered by Adobe Acrobat Sign Contract Form Entity Information Entity Name* Entity ID* CHOCOLATE SOFTWARE LLC @00042839 Contract Name* Contract ID CHOCOLATE SOFTWARE SERVICE AGREEMENT 8605 AMENDMENT #2 Contract Status CTB REVIEW Contract Lead * SADAMS Q New Entity? Parent Contract ID 20233619 Requires Board Approval YES Contract Lead Email Department Project # sadams@weld.gov;cobbx xlk@weld.gov Contract Description * AMENDMENT #2 TO THE SOFTWARE SERVICES AGREEMENT FOR AAA OAA-SYS PLATFORM AND CMA TIM SYSTEM FORMERLY REFERRED TO AS THE SINGLE ENTRY POINT (SEP) CLIENT TRACKING SYSTEM. Contract Description 2 TERM JULY 1, 2024 THROUGH JUNE 30, 2025 AND SHALL AUTOMATICALLY RENEW IN SUBSEQUENT 1 2 -MONTH INTERVALS. Contract Type * AMENDMENT Amount* $18,500.00 Renewable* YES Automatic Renewal Grant IGA Department Requested BOCC Agenda Due Date HUMAN SERVICES Date* 08/17/2024 08/21/2024 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 D.GOV Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date" 04/30/2025 Renewal Date" 06/30/2025 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 08/22/2024 08/23/2024 08/23/2024 Final Approval BOCC Approved Tyler Ref # AG 082824 BOCC Signed Date Originator SADAMS BOCC Agenda Date 08/28/2024 Con vac+ -1 118 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Chocolate Software Services Agreement Amendment #1 DEPARTMENT: Human Services DATE: June 25, 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 Chocolate Software to provide an OAA-SYS system that enables the Weld County Area Agency on Aging (AAA) to manage and track their voucher programs. In 2023 an updated Software Services Agreement was executed, known to the Board as Tyler #2023-3619, to continue the use of the OAA-SYS as well as add the implementation and use of a Single Entry Point (SEP) Client Tracking system. The Department is now requesting to amend the current agreement to update rates for the OAA-SYS Platform and to update the Scope of Work and rates for the CMA TIM System formerly known as the SEP Client Tracking system. The revised rates and Scopes of Work have been reviewed and approved by Information Services (Jacob Mundt). The term of the original agreement started November 1, 2023 and went to June 30, 2024, with an automatic 12 month renewal. The new amended agreement will run from July 1, 2024 to June 30, 2025. After this period the Agreement will automatically renew in subsequent 12 -month intervals, unless terminated according to the original provisions within the agreement. What options exist for the Board? Approval of the Software Services Agreement Amendment #1. Deny approval of the Software Services Agreement Amendment #1. Consequences: There will not be an updated Software Services Agreement. Impacts: The Department will not be able continue services with the vendor. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): Total cost: ➢ OAA-SYS Module and Support = $30,000.00/year ➢ CMA TIM System Support and Maintenance Fee = $2,000.00/10 months Pass -Around Memorandum; June 25, 2024^,CMS ID 8418 (14,50) //, Z07.3-3(09 Recommendation: • Approval of Amendment #1 and authorize the Chair to sign. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro-Tem Mike Freeman Scott K. James Kevin D. Ross, Chair Lori Saine rv� r f+ - Pass -Around Memorandum; June 25, 2024 - CMS ID 8418 AGREEMENT AMENDMENT BETWEEN WELD COUNTY AND CHOCOLATE SOFTWARE LLC This Agreement Amendment made and entered into ISM day of 2024 by and between the Board of Weld County Commissioners, on behalf of Wel ounty, hereinafter referred to as the "Customer", and Chocolate Software LLC, hereinafter referred to as the "Chocolate Software". WHEREAS the parties entered into an Agreement for Chocolate Software Services, (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2023-3619, approved on December 11, 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 June 30, 2024. • This Amendment, together with the Original Agreement, constitutes the entire understanding between the parties. The following additional changes are hereby made to the current Agreement as of July 1, 2024: 1. Amend paragraph 1 under 7. Time of Performance as follows: The period of this Agreement shall be from July 1, 2024, through June 30. 202S, after this period the Agreement will automatically renew in subsequent 12 - month intervals, unless terminated according to the provisions herein. 2. Exhibit A, Scope of Work and Cost Breakdown for the OAA-SYS Platform, is hereby amended as attached. 3. Exhibit B, Scope of Work and Cost Breakdown for the CMA TIM System, formerly referred to as the SEP Client Tracking System, is hereby amended as attached. • All other terms and conditions of the Original Agreement remain unchanged. 020,44_ &z,/y' IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. CUSTOMER: ATTEST the Bo: rd B Deputy�erk t •�'' P-.J;�� Perry L. BOARD OF COUNTY COMMISSIONERS WEI.D-COUNTY, COLORADO Chair Pro-Tem JUL 0 12024 CHOCOLATE SOFTWARE: Chocolate Software LLC DeVoli By: DeVon Farago, Jun ;�. _1,2. 15.17 MDT; DeVon Farago, Managing Member Jun 19, 2024 Date: CHOCOLATE soy 1 WME Scope of Work and Cost Breakdown for OAA-SYS Platform Client: Weld County Area Agency on Aging Subject: Proposal for Products and Services for SFY25 Date: June 9, 2024 PO Box 515 Longmont, CO 80502 www.chocolate-software.com 720.428.2640 CHOCOLATE SOFTWARE L&Es &tdK Introduction Chocolate Software is pleased to provide the Weld County Area Agency on Aging with the following proposal for the ongoing support and use of its OAA-SYS® platform in SFY25. This information covers the period from July 1, 2024 through June 30, 2025. OAA-SYS® Modules and Supportive Tools OAA-SYS® is a comprehensive and integrated suite of modules that automate and streamline the business processes of AAAs. The modules available in OAA-SYS® include the following. These modules will be available in full for Weld County AAA from July 1, 2024 through June 30, 2025. 1. RFP Module 2. Contract Management Module 3. Amendment Module 4. Reimbursement Module 5. Funding Allocation Module (i.e., Grant and Accounting Code Management) 6. CBRES Integration Module including exports for monthly reports, waitlists and funding requests 7. Reports 8. Voucher Module 9. Resource Specialist Customization 10. Provider Evaluation Module Costs Monthly fixed fee July — June 2025: $2,500 Full annual cost: $2,500 x 12 = $30,000 Cost includes: • Hosting • Licensing for both the CRS and the RFP systems (unlimited seats) • Unlimited support • Business process consulting • Enhancements or installations of new modules that other AAAs have built • Upgrades • Back-ups, data storage and archiving • Small and medium-sized customizations (large customizations would be separate) • Project management • Data analysis Please feel free to reach out to us with any questions. De,Vort 1 C OCOATE SO WARE Scope of Work and Cost Breakdown for CMA TIM System Agency: Weld County Project: CMA TIM System Dote: June 9, 2024 PO Box 515 Longmont, CO 80502 www.chocolate-software.com 720.428.2640 x101 1 CHOCOLATE *-3-7-C SOFTWARE Section 1: Introduction During SFY24 a new system for Weld County's CMA team to track clients and client activity as well as batch billing was built for Weld County. The system is set to go live in August 2024. The project has already been paid for by Weld County. After go -live a monthly fee will be collected to provide support, maintenance and most enhancement requests. Section 2: Project Costs Chocolate Software is requesting a $200/month maintenance fee after the TIM system is launched in August 2024. Monthly cost during SFY25: $200/month SFY25 Cost: $200/month x 10 months = $2,000 Please feel free to reach out to us with any questions or clarifications needed about the proposal. Thanks again for the opportunity to submit a proposal. 2 SIGNATURE REQUESTED: Weld County/ Chocolate Software Amend #1 with Exhibits (f) Final Audit Report 2024-06-19 Created: 2024-06-19 By: Lesley Cobb (cobbxxlk@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAAZ_If4eZJ2bdhRChPXj3tevz03S5HG-tW "SIGNATURE REQUESTED: Weld County/Chocolate Software Amend #1 with Exhibits (f)" History .5 Document created by Lesley Cobb (cobbxxlk@weld.gov) 2024-06-19 - 4:51:29 PM GMT- IP address: 204.133.39.9 E Document emailed to devon@chocolate-software.com for signature 2024-06-19 - 4:52:11 PM GMT .5 Email viewed by devon@chocolate-software.com 2024-06-19 - 9:17:30 PM GMT- IP address: 161.97.194.235 dQ Signer devon@chocolate-software.com entered name at signing as DeVon Farago 2024-06-19 - 9:17:55 PM GMT- IP address: 161.97.194.235 do Document e -signed by DeVon Farago (devon@chocolate-software.com) Signature Date: 2024-06-19 - 9:17:57 PM GMT - Time Source: server- IP address: 161.97.194.235 0 Agreement completed. 2024-06-19 - 9:17:57 PM GMT Powered by Adobe Acrobat Sign t Ct Entity Information Entity Name * Entity ID* Q New Entity? CHOCOLATE SOFTWARE LLC @00042839 Contract Name * CHOCOLATE SOFTWARE SERVICE AGREEMENT AMENDMENT #1 Contract Status CTB REVIEW Contract ID 8418 Contract Lead * COBBXXLK Parent Contract ID 20233619 Requires Board Approval YES Contract Lead Email Department Project # cobbxxlk@co.weld.co.us Contract Description * AMENDMENT #1 TO THE SOFTWARE SERVICES AGREEMENT FOR AAA OAA-SYS PLATFORM AND CMA TIM SYSTEM FORMERLY REFERRED TO AS THE SINGLE ENTRY POINT (SEP) CLIENT TRACKING SYSTEM. Contract Description 2 TERM JULY 1, 2024 THROUGH JUNE 30, 2025 AND SHALL AUTOMATICALLY RENEW IN SUBSEQUENT 12 -MONTH INTERVALS. Contract Type * Department Requested BOCC Agenda Due Date AMENDMENT HUMAN SERVICES Date* 06/29/2024 07/03/2024 Amount* Department Email $28,000.00 CM- Will a work session with BOCC be required?* HumanServices@weldgov. NO Renewable * com NO Does Contract require Purchasing Dept. to be Automatic Renewal Grant IGA Department Head Email CM-HumanServices- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM 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* 04/30/2025 Committed Delivery Date Renewal Date Expiration Date* 06/30/2025 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 06/26/2024 06/27/2024 06/27/2024 Final Approval BOCC Approved Tyler Ref # AG 070124 BOCC Signed Date Originator COBBXXLK BOCC Agenda Date 07/01/2024 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Services Agreement with Chocolate Software DEPARTMENT: Human Services DATE: December 5, 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 Chocolate Software to provide an OAA-SYS system that enables the Weld County Area Agency on Aging (AAA) to manage and track their voucher programs. The implementation agreement of this system is known to the Board as Tyler #2020-3191. The Department is requesting to enter into a new Services Agreement to continue the use of the OAA-SYS as well as add the implementation and use of a Single Entry Point (SEP) Client Tracking system. The 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 period from November 1, 2023 to June 30, 2024 and at the end of the initial period will automatically renew in subsequent 12 -month intervals, unless terminated in accordance with the terms of the agreement. What options exist for the Board? • Approval of the Services Agreement with Chocolate Software. • Deny approval of the Services Agreement with Chocolate Software. Consequences: No agreement will be executed with Chocolate Software for the OAA-SYS or SEP Client Tracking systems. Impacts: AAA will not have a platform to manage and track their voucher programs and SEP clients, which may result in State audit deficiencies. Costs (Current Fiscal Year/ Ongoing or Subsequent Fiscal Years): • OAA-SYS = $2,500.00 per month • SEP Client Tracking System = $22,500.00 Implementation cost. 200.00 Monthly support and maintenance cost (after implementation). $23,000.00 Total cost for initial term of agreement. Recommendation: Approval of the Agreement and authorize the Chair to sign. Support Recommendation Schedule Place on BOCC Agenda Work Session Perry L. Buck, Pro-Tem Mike Freeman, Chair 1T Scott K. James Kevin D. Ross \4'` Lori Saine r Pass -Around Memorandum; December 5, 2023 MS D TBD 6/6,-D) n tanvz /if /,93 t--vv-005 Other/Comments: 2023-3619 Chocolate Software Services Agreement This Services Agreement (the "Agreement") is made and entered into this I day of per frnbeIr/2023, by and between Chocolate Software LLC ("Chocolate Software"), having its offices at PO Box 515, Longmont CO 80502 and Weld County, by and through its Board of County Commissioners, having offices at 1150 "O" Street, Greeley, Colorado 80631 (hereinafter "Customer"). RECITALS Customer desires to have access to Chocolate Software products and services as outlined herein below. Chocolate Software is regularly engaged in the business of supplying a license to use its software platform OAA-SYS® as well as customized software development for OAA-SYS® (the "Work") in the kind desired by Customer and agrees to provide access to its software platform and to perform said work and services for Customer under the terms and conditions set forth in this Agreement. In consideration of the mutual promises and obligations set forth herein, it is agreed by and between Customer and Chocolate Software (collectively called "the parties") as follows: 1. Employment of Chocolate Software Customer hereby agrees to engage Chocolate Software, and Chocolate Software hereby agrees to provide access to OAA-SYS® and to perform the services hereinafter set forth in Exhibit A, Scope of Work and Cost Breakdown for OAA-SYS Platform, Exhibit B, Scope of Work and Cost Breakdown for the SEP Client Tracking System, and Section 3 of this Agreement. 2. Purpose The purpose of this agreement will be to set the foundational terms and conditions for any products and customizations supported by Chocolate Software and licensed for use by the Customer, be they either hosted by Chocolate Software or hosted by the Customer on the Customer's private network. 3. Product and Services Chocolate Software agrees to provide the product and services listed below and as set forth in Exhibits A and B The terms and conditions of this agreement will supersede and replace the terms and conditions of any previous agreements. Chocolate Software agrees to provide: 1. Support of the OAA-SYS® platform (questions, features, enhancements, new tools, questions, brainstorming, documentation, reports, aligning the software with new and existing State and Federal regulations). 2. Custom software development. 3. Collaboration and brainstorming of newly suggested modules and features. 4. Installation and training on modules built by other agencies. 5. Training and customized user manuals. 6. Data analysis, including forecasting and predictive analytics. Collectively, OAA-SYS® is comprised of two core systems — the Request for Proposals (RFP) system and the Contracts and Reimbursements System (CRS). The following list summarizes the complete set of modules available in the full installation of OAA-SYS® and includes unlimited access. 1. RFP System (and associated modules). 2. Contract Management Module. dead- 3�� Chocolate Software Services Agreement 3. Contract Renewal/Contract Edit Module. 4. Amendment Module. 5. Reimbursement Module. 6. Funding Allocation Module. 7. CBRES Integration Module. 8. Custom and Canned Reports. 9. Voucher Module. 10. Provider Evaluation Module. Each installation of OAA-SYS® also includes base functionality to support: 1. Administrator and provider account management. 2. The definition and management of AAA services. 3. General data management of services, attachment types, questions for modules, accounting codes, service areas, services and funding sources. 4. Document storage and archiving. 5. Reports and data downloads. 6. Site settings. Optional modules include the following: 1. Resource Directory. 2. SHIP Management System. 3. Provider Evaluation Module. Customer will provide staff support for appropriate interactions with Chocolate Software, including to provide feedback and test any customizations. Major changes that result in a change in the nature of the tools and modules provided shall require both the written consent of Chocolate Software and the written approval of Customer. Minor changes affecting the customized version of OAA-SYS® for Customer or altering work methods may be accomplished through verbal consent of both parties. 4. System Availability for Hosted Systems The System will be available during regular business hours, but releases are typically done after hours and on the weekends therefore the system may be down during these times for short periods of time. Releases to systems hosted by Chocolate Software are normally done on the weekends requiring downtime of roughly 20 minutes. Patches and other more critical issues are typically done after 5pm and typically requiring downtime of 5-10 minutes. Chocolate Software will communicate ahead of time all work that will be done on the system and estimated downtime. Summaries of work performed, updates and release notes will be communicated by Chocolate Software after migrations are completed. 5. Technical Support Technical support to be provided by Chocolate Software includes questions about the software or issues with the software. Requests can be directed to support@chocolate-software.com or by calling (720) 428-2640 x101. Chocolate Software Services Agreement Chocolate Software Customer Service hours are Monday through Friday, 8am to 5pm Mountain time. Chocolate Software will respond to emails and phone calls within at 24 hours. Average response times are between 2-4 hours. Critical issues, needs and time sensitive questions will be addressed more immediately. Chocolate Software will work with Customer to determine a resolution timeframe. 6. Independent Contractor Status Customer and Chocolate Software intend, understand, and agree that the relationship created between them by this Agreement is, and shall be deemed, to be that of customer -independent contractor and nothing herein shall be construed to be inconsistent with this relationship or status. Chocolate Software is not an employee of Customer. Similarly, no agent, employee, or servant of Chocolate Software shall be or shall be deemed to be the employee, agent, or servant of Customer. None of the benefits provided by Customer to its employees, including, but not limited to, group insurance, pension, or benefit plans, workers compensation insurance and unemployment insurance, are available from Customer to the employees, agents or servants of Chocolate Software. Chocolate Software will be solely and entirely responsible for its acts and for the acts of Chocolate Software's agents, employees, servants, and subcontractors during the performance of this Agreement. Customer may, during the term of this Agreement, engage other independent contractors to perform the same work that Chocolate Software performs hereunder. Customer is interested only in the results obtained under this Agreement. The specific manner and means of providing the products and services is within the sole control and direction of Chocolate Software. Notwithstanding the foregoing, all work performed hereunder shall be done in accordance with the terms of this Agreement and will be subject to Customer's continuing right of review, inspection, and approval. 7. Time of Performance The initial period of the Agreement shall be from November 1, 2023 through June 30, 2024. At the end of the initial period, the Agreement will automatically renew in subsequent 12 -month intervals, unless terminated according to the provisions herein. As customizations or upgrades are requested or needed, the work shall be performed under this Agreement according to a written schedule proposed by Chocolate Software and approved by Customer. Chocolate Software indicates in the written schedule the phasing of various work activities. The initial schedule prepared prior to commencement of work may be modified from time to time as necessary. Any amendments or modification to this agreement shall be in writing and signed by both parties. When one of the parties to this Agreement recognizes that a change in the schedule may be required, it shall, as soon as practical, bring the matter to the attention of the other party. Chocolate Software's obligations of confidentiality and warranty shall survive termination or expiration of this Agreement. These obligations shall remain binding upon Chocolate Software for the time periods and to the extent of the provisions set forth in sections below. Chocolate Software shall make products available immediately and promptly and diligently proceed with the same toward completion of any requested customizations or enhancements in accordance with a mutually agreed upon written schedule. Notwithstanding the foregoing, in performing the Agreement work hereunder, the hours Chocolate Software is to work on any given day shall be entirely within Chocolate Software's control, and Customer will rely upon Chocolate Software to devote such effort and work hours as is necessary to satisfactorily perform under this Agreement. Chocolate Software Services Agreement 8. Compensation Total compensation will be as outlined in Exhibit A and Exhibit B, this includes hosting, licensing of the software, support, enhancements and requested customizations. Any and all software customizations requested by the Customer will be included in the monthly fee except in cases where the customization goes above and beyond reasonable extensions to the software. 9. Method of Payment Chocolate Software shall bill Customer on a monthly basis for access to OAA-SYS® for the upcoming month. For new customers, there may be a one-time set-up fee depending on the circumstances. Customer shall pay Chocolate Software within thirty (30) days after Customer's receipt of the invoice. 10. Subcontract Chocolate Software shall remain responsible for the satisfactory completion of all work and services covered by this Agreement and by any subcontractors. Chocolate Software agrees that any subcontractors are bound to the same terms set forth in this agreement. 11. Place of Work The work shall be performed by Chocolate Software at Chocolate Software's home office, branch offices, regular place of business, or at another location as found acceptable by Chocolate Software. Chocolate Software will, when necessary and upon reasonable request, travel to and perform Work at Customer's facility, or such other location as may be reasonably requested by Customer. 12. Materials and Equipment Chocolate Software shall obtain and furnish, at Chocolate Software's sole risk and expense, all materials, supplies, tools, equipment, vehicles, offices, facilities and services necessary or desirable to satisfactorily undertake, perform and complete the Work and terms of this Agreement in a safe and diligent manner. Customer agrees and acknowledges that Chocolate Software has the sole discretion to choose any hosting provider or a combination of hosting providers and other vendors necessary to provide its products and services. 13. Data Sovereignty Chocolate Software acknowledges and agrees that all data, including personally identifiable information (PII) and sensitive data, provided by Customer or generated in the course of providing the services under this Agreement shall be stored and processed within the territorial boundaries of the United States of America (USA). The data shall remain subject to the laws and regulations of the USA. Chocolate Software shall not transfer or process any Customer information outside the territorial boundaries of the USA without the prior written consent of the Customer. The Customer acknowledges that they are responsible for ensuring that the data collected, transmitted, and processed complies with all applicable data protection laws and regulations of the USA. 14. Vendor and Hosting Providers Withstanding the data sovereignty clause, Customer agrees and acknowledges that Chocolate Software may choose any hosting provider or a combination of hosting providers and other vendors necessary to provide its products and services, under condition that such providers meet generally - accepted industry standard security practices for handling personally identifiable information (PII) and other sensitive data, such as an independently -verified compliance to the ISO 27001 standard. Where Chocolate Software Services Agreement applicable, copies of SOC2/SOC3 reports or similar audit results for each hosting provider or vendor will be made available to Customer. 15. Personnel Chocolate Software shall, at its own risk and expense, provide all necessary labor, personnel, supervision and management to satisfactorily provide the products and services for the terms of this Agreement in a safe and diligent manner, and shall be solely responsible for and in full control of the work performed by such personnel. All persons hired or engaged by Chocolate Software in the performance hereof shall be and remain Chocolate Software's employees, agents, or servants. 16. Work Standards Chocolate Software shall provide the products and services diligently and in a safe, prudent, and workmanlike manner, and shall comply with all applicable laws and regulations as provided below, with all applicable provisions of this Agreement and with the professional and industry standards applicable to work and services of a like kind. 17. Data Protection a) Data Security Measures Chocolate Software shall implement and maintain current and appropriate technical and organizational measures to protect Client Data against accidental, unauthorized, or unlawful processing and against accidental loss, destruction, damage, alteration, disclosure, or access. Customer may, from time to time, request certain reasonable assurances or assertations from Chocolate Software on the security of Customer data and appropriate security practices relating to the products and services covered by the Agreement. Chocolate Software will provide these reasonable assurances or assertations to Customer. b) Continuous Security Evaluation Chocolate Software shall maintain a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of Client Data, regularly testing such measures to validate their appropriateness and effectiveness, and implementing corrective action where deficiencies are revealed by such testing. c) Regulation Compliance Chocolate Software shall comply with all applicable laws and regulations governing the protection of personal data, including but not limited to the Colorado Privacy Act (CPA) and any local data protection laws. d) Confidentiality Chocolate Software shall not use Client data for any purpose other than providing the agreed - upon services and shall not disclose the data to any third party without the prior written consent of the Client, except as required by law. e) Incident Notification Chocolate Software 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. Chocolate Software Services Agreement 18. Insurance Chocolate Software shall obtain and maintain throughout the term of the Agreement, at Chocolate Software's sole expense, workers compensation and/or employer's liability insurance in an approved company or companies, to cover all classifications of work and workers herein contemplated in accordance with applicable law and regulation. Chocolate Software will also carry and maintain throughout the term of this Agreement general public liability insurance coverage in an approved company or companies, of a nature and in an amount reasonable and customary for the applicable industry for work, services, and risks of the kind to be provided or encountered by Chocolate Software. In no event, however, shall such general public liability coverage have limits less than One Hundred Thousand Dollars ($100,000.00) for each incident, and One Million Dollars aggregate ($1,000,000.00). Certificates of the foregoing insurance coverage shall be furnished to Customer within fifteen (15) days from the date of execution hereof. The foregoing required insurance coverage shall be adequate to protect both Chocolate Software and Customer from all liability on account of injury or damage done to the persons or property of any and all persons during or in consequence of the performance of the work and services herein contracted for. The maintenance of such insurance shall not affect Chocolate Software's obligation to indemnify Customer, as provided in Section 17 below, but maintenance of such approved insurance shall be a condition precedent to the payment to Chocolate Software of compensation for the performance of the Work. 19. Liability: Indemnification Chocolate Software is an independent contractor and shall be solely responsible for all its acts and the acts of its agents, employees, and permitted subcontractors while engaged in the performance of providing its products and services. Chocolate Software, personally and for all its heirs, successors or assigns, covenants and agrees to indemnify and save harmless Customer, absolutely and without limit, against all liability, claims, demands, suits, judgments, costs or expenses, of whatever form or nature, including its reasonable attorney fees and costs, including, but not limited to, bodily injury to or death of any person or persons (including employees or agents of Customer or Chocolate Software) provided that Chocolate Software's liability for any reason will be limited to the amount paid to Chocolate Software in the year prior to any incident resulting in liability. Chocolate Software agrees to provide insurance, which will cover the loss or damage to any of Customer's property by Chocolate Software or its agents or subcontractors, used or obtained in connection with the work er services performed under this Agreement. 20. Directions and Instructions Chocolate Software agrees to comply with all reasonable directions and instructions given by Customer concerning providing its products and services. Chocolate Software and its subcontractors shall reasonably comply with generally accepted practices for health, safety, and welfare of the general public. Notwithstanding the foregoing, nothing herein shall limit or be interpreted as confiding with the provisions of this Agreement concerning independent contractor status of Chocolate Software and all subcontractors, but in the event of any such conflict, the provisions set forth in Section 5 herein above shall govern. 21. Compliance with Laws Chocolate Software shall comply with all applicable laws, rules, regulations, and ordinances of federal, state and local government authorities having jurisdiction over Chocolate Software or activities carried out in the name of or on behalf of Customer. Chocolate Software shall obtain, at its own expense, all permits, licenses, and equipment required of it by such authorities to enable Chocolate Software to Chocolate Software Services Agreement engage in providing its products and services. Without limiting the foregoing, Chocolate Software, for itself, its permitted assignees and successors, agrees as follows: a) Compliance with Regulations Chocolate Software will comply with the Regulations of the federal department governing this Agreement relative to nondiscrimination in federally assisted programs of the department (Title 49, Code of Federal Regulations Part 21, hereinafter referred to as the Regulations, which are herein incorporated by reference and made a part of this Agreement). b) Chocolate Software certifies that neither the firm nor its employees or subcontractors have been: (i) charged with a criminal offense in connection with obtaining, attempting to obtain, or performing of a public (Federal, state or local) contract or subcontract, (ii) listed by a federal governmental agency as debarred, (iii) proposed for debarment or suspension or otherwise excluded from federal program participation, (iv) been convicted of or had a civil judgment rendered against them regarding dishonesty or breach of trust, including but not limited to, the commission of a fraud including mail fraud or false representations, violation of a fiduciary relationship, violation of Federal or state antitrust statutes, securities offenses, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; or (v) within a three (3) year period preceding the date of this agreement, had one or more public transactions (federal, state or local) terminated for cause or default. c) Nondiscrimination Chocolate Software, with regard to the work and services performed by it after award and prior to completion of the Work, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. Chocolate Software will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. d) Solicitations of Subcontractors Including Procurement of Materials and Equipment In all solicitations, either by competitive bidding or negotiation, made by Chocolate Software for work or services to be performed under a subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Chocolate Software of Chocolate Software's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. e) Accessibility Chocolate Software is conducting a review of ADA compliance updates needed to comply with Level A; updates identified will be addressed during SFY24 (July 1, 2023 — June 30, 2024). The system will be reviewed for necessary Level AA and AAA updates during SFY25 (July 1, 2024 — June 30, 2025). Customer agrees and acknowledges that it is responsible for all actions by its employees and agents and to ensure that all individuals that have access to the OAA-SYS software comply with all laws and regulations regarding the use of such software, including, but not limited to, all state and federal privacy laws, include compliance with HIPAA if Customer's use of OAA-SYS has HIPAA information as part of its use. This agreement will be accompanied by a Business Associate's Agreement. Chocolate Software Services Agreement 22. Proprietary Information All written or oral information submitted or disclosed by Customer to Chocolate Software in connection with or under this Agreement shall be considered and treated as the confidential and proprietary property of Customer and will be safeguarded by Chocolate Software to at least the same extent as Chocolate Software safeguards like information relating to Chocolate Software's own business. If, however, such data is publicly available, is already in Chocolate Software's possession or known to Chocolate Software or was rightfully obtained by Chocolate Software from third parties, Chocolate Software shall bear no responsibility for its subsequent disclosure. Except as may be specifically covered by a separate, written confidentiality agreement between Customer and Chocolate Software, Customer shall have no obligation of confidentiality with respect to any information disclosed to Customer by Chocolate Software. The provisions of this Section shall remain binding on Chocolate Software after completion, expiration, or termination of this Agreement for five (5) years after such date of completion, expiration or termination. Chocolate Software occasionally conducts software demonstrations for like agencies and requests to use screenshots of its software and how the Customer uses the software to support these demonstrations. The screenshots would not include any client information. Excluded is information disclosed as part of the public process. 23. Proprietary Rights Ownership All materials, data, calculations, programs, specifications, routines, codes, techniques, ideas, formulae or information utilized, discovered or developed, together with all rights, under or in connection with the Agreement work product, this Agreement, or the work or services performed hereunder by Chocolate Software are and shall remain the sole property of Chocolate Software, unless otherwise specifically agreed in writing; provided, however, that Chocolate Software shall grant Customer a limited, non -transferable, non-commercial, non-sublicensable license to the Agreement work product while Customer has hosted services with Chocolate Software. Customer agrees and acknowledges that unless specifically agreed to in writing any customizations created under this Agreement to OAA-SYS will be the sole property of Chocolate Software and Chocolate Software can include such customizations in future publicly available versions of OAA-SYS. 24. Publication No material, data, or information produced in whole or in part under this Agreement shall be subject to copyright or any other intellectual property interest in Customer, without prior written approval of Chocolate Software. Customer further agrees that it will not make, nor consent to, publicity releases or announcements concerning this Agreement and the products and services without the prior written consent of Chocolate Software. Chocolate Software shall have unrestricted authority to publish, disclose, distribute, and otherwise use, as well as copyright in whole or in part, the product and/or any reports, or other materials or information prepared, created or produced under this Agreement or in connection with the products and services offered hereunder, and Chocolate Software shall take all responsibility and liability for the means of dissemination of such information. 25. Taxes and Contributions Chocolate Software shall pay all taxes levied or assessed against Chocolate Software or its property, or imposed on Chocolate Software, or required to enable Chocolate Software to engage in the business of offering its products and services. Taxes to be paid by Chocolate Software include, without limitation, all sales and use taxes, all employment taxes, and contributions imposed by any Chocolate Software Services Agreement law, trade union contracts, or regulations, with respect to or measured by wages, salaries or other compensation paid to Chocolate Software's employees or subcontractors. These also include taxes or contributions for unemployment compensation insurance, old age benefits, welfare funds, pensions, annuities, and disability insurance. Chocolate Software shall defend and indemnify Customer, and hold Customer harmless, from all liability for all such taxes and contributions and for interest and penalties for failure to pay them. Customer agrees and acknowledges that it is not subject to any sales tax of any nature. 26. Changes in Scope of Work Customer shall, from time to time, have the right to request changes to the product to be performed by Chocolate Software hereunder (called "changes"). For purposes of this Agreement, the term "changes" shall mean only a substantial increase, decrease or change in the product, which was not expressly provided for in, or reasonably inferred from, the provisions of this Agreement and which (a) increases or decreases Chocolate Software's or Customer's costs, expenses or obligations, or (b) requires a change in any completion dates or schedules, or (c) affects any warranties or guarantees. The term shall not include minor changes resulting from instructions, directions, or requests by Customer's representatives required for flexibility in performing the objectives of this Agreement. Changes shall also not include additional designs, reports, materials, consultations, purchases, tools, equipment, personnel, supervision or any amount or type of work or services furnished or required in order to fulfill the original intent and scope of this Agreement, or to correct errors or defects in Chocolate Software's work. Whenever Customer proposes a change, it will give Chocolate Software a written notice describing in detail the proposed change and such information as is reasonably required to enable Chocolate Software to evaluate the same. The notice shall be in writing and signed by an authorized Customer representative, but will be considered only a request for Chocolate Software's reply and will not be binding on either party unless and until the change is finally approved in writing by Customer as hereinafter provided. Promptly after receipt of the notice, Chocolate Software will reply thereto by delivering to Customer the following in writing: (a) when the change can be made without effect on the contract price, completion dates or schedules, (b) the effect of the change on current schedules and completion dates, (c) the effect, if any, on warranties and guarantees, and, (d) Chocolate Software's estimate of time it will take to make the changes. If, upon receipt and review of Chocolate Software's reply, Customer elects to make the change, it shall deliver to Chocolate Software written change authorization directing Chocolate Software to proceed with the change as described in the written change proposal notice or as modified in the written change authorization. Chocolate Software shall thereupon proceed promptly with the change. 27. Suspension of Work Whenever Customer requests, in writing, Chocolate Software to suspend all or part of offering its services, including the hosting and maintenance of the OAA-SYS software for Customer. Chocolate Software shall be reimbursed by Customer for all costs and expenses actually incurred by Chocolate Software during each period of suspension requested by Customer, which costs and expenses are necessarily and directly incurred in complying with the suspension requested by Customer. Whenever a period of suspension requested by Customer exceeds thirty (30) consecutive days, it shall be considered a change if and to the extent Chocolate Software's costs, any work in progress, or completion dates will be affected by the continued suspension, or if Customer reasonably considers that a change is required. In any such case, a change authorization will be issued, and all of the provisions of this Agreement concerning change shall apply. Chocolate Software Services Agreement If the date of resumption set by Customer is not within ninety (90) days after the date of suspension, Chocolate Software may abandon that portion of the Work so suspended and shall be entitled to payment for costs incurred. Customer shall not be liable for any damages, including lost profits, because of suspension of the product or services. 28. Termination If, through any cause, either party hereto should fail to fulfill, in a timely and proper manner, its material obligations under this Agreement, or if either party hereto should violate any of the material covenants, agreements, or conditions of this Agreement, the non -defaulting party shall thereupon have the right, subject to a ten (10) day right of the defaulting party following receipt of notice of default to cure or remedy the failure or violation, to terminate this Agreement by giving written notice to the defaulting party specifying all deficiencies. In the event of termination under this Section, Customer shall pay Chocolate Software only for work performed by Chocolate Software in the manner required hereunder up to the effective date of the termination, at rates not to exceed that portion of the contract price applicable to the Work performed. All data specific to Customer hereunder shall be immediately returned and delivered to Customer or, at Customer's sole discretion, destroyed provided that payment in full has been made to Chocolate Software in the format generally used by Chocolate Software. At any time, the Client may terminate this agreement for Convenience by providing minimum sixty (60) days written notice to Chocolate Software. If the Client chooses to terminate for convenience, the client must pay any remaining fees remaining on the current annual renewal. 29. Effects of Termination Upon termination of this agreement, Client is entitled to a full copy of their data stored in Chocolate's Systems. This will include all reference and transactional data, provided in machine readable formats (SQL or MS Excel), and all associated metadata (data dictionaries, schema, and etc). Upon confirmation of receipt this data, Chocolate Software ceases to be the system of record for Weld County, and at that point should purge all Weld County data in accordance with appropriate data retention policies. 30. Modification This Agreement contains the entire agreement between the parties on the subject matter hereof, supersedes, and governs over all prior or contemporaneous correspondence, discussions, communications, understandings, and agreements between the parties relating thereto. Amendments or Modifications to this Agreement shall be effective only if agreed upon in writing signed by both parties and referencing this Agreement. 31. Non -assignability Chocolate Software shall not assign any right interest duty or obligation in or under this Agreement, nor delegate or subcontract the performance of all or any of its duties hereunder without the prior written consent of Customer. All permitted subcontractors shall be subcontractors only of Chocolate Software and shall not be contractors or subcontractors of Customer. 32. Interpretation This Agreement shall be interpreted and governed in accordance with the laws and decisions of the State of Colorado without regards to any conflicts of law statutes. The Parties agree that any disputes shall be heard in a court of jurisdiction located in Denver, Colorado. Chocolate Software Services Agreement 33. Late Payments Customer agrees and acknowledges that Customer is being billed monthly for the licensing, hosting and maintenance of the OAA-SYS software. Should Customer fail to pay the monthly bill, Chocolate Software reserves the right to cease access to the OAA-SYS software until the bill is paid in full. 34. Backups Customer agrees and acknowledges that it is Customer's responsibility to maintain backups of all data inputted into the OAA-SYS software if it so desires. Chocolate Software will perform regular back-ups of the Customer's database that can be used for recovery, but Chocolate Software does not guarantee recovery in the case of a disaster. IN WITNESS WHEREOF, Customer and Chocolate Software have duly executed and entered into this Agreement as of the date first above written. Board of County Commissioners, Weld County Colorado By: I' ' Mike Freeman DEC 1 12023 Title: Chair Chocolate Software LLC DeVon imago By: DeVon Farago (Dec 5, 2023 3:37 MST) DeVon Farago as Managing Member ,20025-36/i Exhibit A Scope of Work and Cost Breakdown for OAA-SYS Platform Client: Weld County Area Agency on Aging Subject: Products and Services for SFY24 Date: November 1, 2023 PO Box 515 Longmont, CO 80502 www.chocolate-software.com 720.428.2640 CHOCOLATE SOFTWARE LeAkok Introduction Chocolate Software is pleased to provide a scope of work and cost breakdown for the Weld County Area Agency on Aging for the ongoing support and use of its OAA-SYS® platform in SFY24. This information covers the period from November 1, 2023 through June 30, 2024. OAA-SYS® Modules and Supportive Tools OAA-SYS® is a comprehensive and integrated suite of modules that automate and streamline the business processes of AAAs. The modules available in OAA-SYS® include the following. These modules will be available in full for Weld County AAA from November 1, 2023 through June 30, 2024. 1. RFP Module 2. Contract Management Module 3. Amendment Module 4. Reimbursement Module 5. Funding Allocation Module (i.e., Grant and Accounting Code Management) 6. CBRES Integration Module including exports for monthly reports, waitlists and funding requests 7. Reports 8. Voucher Module 9. Resource Specialist Customization 10. Provider Evaluation Module Costs Monthly fixed fee November 2023 — June 2024: $2,500 Cost includes: • Hosting • Licensing for both the CRS and the RFP systems (unlimited seats) • Unlimited support • Business process consulting • Enhancements or installations of new modules that other AAAs have built • Upgrades • Back-ups, data storage and archiving • Small and medium-sized customizations (large customizations would be separate) • Project management • Data analysis CI OCO _ ATE SO: I WARE Exhibit B Scope of Work and Cost Breakdown for SEP Client Tracking System Agency: We/d County Project: SEP Client Tracking System Date: November 1, 2023 PO Box 515 Longmont, CO 80502 www.chocolate-soffware.com 720.428.2640 x101 1 CHOCOLATE SOFTWARE �'°— la's kilt Section 1: Introduction Chocolate Software is pleased to provide a scope of work and cost breakdown for a Single Entry Point (SEP) Client Tracking System for Weld County. The project activities include 1) requirements gathering and documentation, 2) system development and roll -out, including training and testing and 3) ongoing support and maintenance. Since the system will be custom-built, it will be architected to be expandable and flexible to new and changing requirements. Section 2: Implementation Approach Chocolate Software has recently worked with the Weld County SEP stakeholders to determine initial requirements for the system. This document will outline those requirements and will also provide costs and a timeline. It is important for both Weld County and Chocolate Software to acknowledge that it's not improbable for the system requirements to evolve and grow throughout the development process. Any plan that we put in place for the development and roll -out should be able to accommodate tweaks along the way. Some of the requirements are mission critical must-have's while others can be done at a future time after the system has been in use. Still other requirements are not yet known in terms of ways in which Weld County may want to expand, adapt and integrate the system with other programs and processes. At this point, this cost breakdown covers work that we foresee needing to be done in what we are calling Phase I. A Phase II can be created at some point in the future if deemed needed. Section 3: Technical Specifications Since the data needed for this system could be classified as PHI, the data system itself needs to be HIPAA compliant, which will require secure user accounts and accompanying password rules and processes for accessing the system, in addition to ongoing secure hosting requirements. Section 4: Initial Requirements (Scope of Work for Phase I) Below are the core features as outlined for Phase I of this project. The development and completion of the tasks include requirements meetings with staff, database design and implementation, system programming, testing and roll -out of components for testing by Weld County staff and ongoing support and maintenance. The system will include the following features and functionality: 1. A secure web -based portal for the SEP staff to manage information about clients a. The portal will include support for authorization rules that can be updated by SEP administrators (what users can do in terms of creating, reading, updating and deleting records) b. Since the portal is web -based, an unlimited number of users can be in the system at the same time. 2. Ability to enter new clients specifying fields identified in the current Excel spreadsheet that is used to manage the process. 2 CHOCOLATE '-°- SOFTWARE lek'skalK 3. Ability to manage the following data points about clients in the system on an ongoing basis: a. Name, family members, emergency contacts, address, phone numbers and email addresses, age of client i. Should be able to add multiple phone numbers, addresses b. Demographic information about clients c. Touchpoints ("contacts") and notes about the contacts including who created the contact and when d. Client status (active, inactive, etc.) e. Case manager and changes in case managers over time f. Client provider agencies and status g. Other client data to be tracked: i. Home mod dollars ii. CDASS overspending iii. Notes/hazards 4. Ability to manage data points about provider agencies 5. Data management that includes deduping when adding new clients and providers 6. A dashboard that displays most recent clients a. The dashboard could include reminders about clients who need to be verified 7. Reports including spreadsheet downloads that can be used for mail merges a. Number of clients served in a given timeframe b. Case counts c. Number of cases closed in a given timeframe 8. Import of data from the current Excel spreadsheet 9. Storing and uploading client documents 10. System -wide features: a. Sorting, filtering and searching b. Exporting to Excel 11. Additional security and infrastructure requirements requested by Weld County AAA: a. User authentication that integrates with Azure Active Directory maintained by the organization b. On -premise deployment to Weld County AAA maintained servers and SQL Databases c. PHI and PII data encryption at rest and in transit, requiring only port 443 to be opened between the server and the endpoint accessing the software on network d. Least privilege -based access for users for both system access and reports, and administrative security roles with higher privileges on an as -needed basis e. Restrictions on the ability to mass view and mass download PHI, PII and HIPPA data f. Transactional audit logs recording individual users access to, export of (reports), and modification of system data g. Disclosure and approval of third -party dependencies, including licensed modules, and end of life products 3 CHOCOLATE `-°-� SOFTWARE �� l,bk's kat.. Section 5: Timeline & Cost Breakdown Below is a breakdown of costs and timelines based on the Phase I tasks. The timeframe for the Phase I costs is November 1, 2023 through January 31, 2024. Once the system is signed off on and launched, the maintenance phase will begin. Maintenance will include 1) back-ups, 2) support, and 3) enhancements. If more substantial enhancements, add-ons or integration requests surface during or after the development process, those costs can be reviewed and discussed on a case -by -case basis by Weld County and Chocolate Software. Task # Tasks 1.1 PHASE 2 TASKS Additional requirements meetings, demos and feedback sessions 1.2 Database design and implementation 1.3 Modules to support system requirements 1.4 Reports and dashboard configuration 1.5 Site configuration tools (i.e., account management) Data management tools (i.e., for look -up lists required 1.6 for client data management) 1.7 Training sessions and training documentation Phase I Subtotal 2 ONGOING 2.1 Monthly Support and Maintenance $200/month (2/1/2024-6/30/2024) Ongoing Subtotal Timeframe Cost Ongoing $500.00 Winter 2023 $2,500.00 Winter and Spring $12,000.00 2024 Spring 2024 $3,000.00 Spring 2024 $1,000.00 Spring 2023 $1,500.00 Ongoing $2,000.00 $22,500.00 $1,000.00 $1,000.00 Estimated Total Cost (12/1/2023 — 6/30/2024) $23,500.00 Payment: Half of the development cost will be paid up front ($10,082.50) and the remainder will be paid after delivery of new system. After the system is live, the monthly support fee will begin. The monthly fee above is only noted to go through SFY24. The monthly fee however will be the same for SFY25 and for the foreseeable future. 4 SIGNATURE REQUESTED: Weld/Chocolate Software Service Agreement Final Audit Report 2023-12-05 Created: 2023-12-05 By: Lesley Cobb (cobbxxlk@co.weld.co.us) Status: Signed Transaction ID: CBJCHBCAABAAzUutTi1OO/dHk-d5k-jRZg-pFdju33Fn "SIGNATURE REQUESTED: Weld/Chocolate Software Service Agreement" History t Document created by Lesley Cobb (cobbxxlk@co.weld.co.us) 2023-12-05 - 7:25:56 PM GMT- IP address: 204.133.39.9 . Document emailed to devon@chocolate-software.com for signature 2023-12-05 - 7:26:46 PM GMT ,t Email viewed by devon@chocolate-software.com 2023-12-05 - 8:29:42 PM GMT- IP address: 161.97.194.235 6® Signer devon@chocolate-software.com entered name at signing as DeVon Farago 2023-12-05 - 8:37:15 PM GMT- IP address: 161.97.194.235 d© Document e -signed by DeVon Farago (devon@chocolate-software.com) Signature Date: 2023-12-05 - 8:37:17 PM GMT - Time Source: server- IP address: 161.97.194.235 Q Agreement completed. 2023-12-05 - 8:37:17 PM GMT Powered by Adobe Acrobat Sign t Entity Information Entity Name * Entity ID* Q New Entity? CHOCOLATE SOFTWARE LLC @00042839 Contract Name * CHOCOLATE SOFTWARE SERVICE AGREEMENT Contract Status CTB REVIEW Contract ID 7669 Contract Lead * COBBXXLK Contract Lead Email cobbxxlk@co.weld.co.us Parent Contract ID Requires Board Approval YES Department Project # Contract Description * SOFTWARE SERVICES AGREEMENT FOR AAA OAA-SYS PLATFORM AND SINGLE ENTRY POINT (SEP) CLIENT TRACKING SYSTEM. TERM NOVEMBER 1, 2023 THROUGH JUNE 30, 2024 AND SHALL AUTOMATICALLY RENEW IN SUBSEQUENT 12 -MONTH INTERVALS. Contract Description 2 PA ROUTING THROUGH NORMAL APPROVAL PROCESS. ETA TO CTB 1 2/7/23. Contract Type * AGREEMENT Amount $43,700.00 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 * 12/20/2023 Due Date 12/16/2023 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 * 04/30/2024 Renewal Date* 06/28/2024 Committed Delivery Date Expiration Date Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head Finance Approver Legal Counsel JAMIE ULRICH CHERYL PATTELLI BYRON HOWELL DH Approved Date Finance Approved Date Legal Counsel Approved Date 12/06/2023 12/07/2023 12/07/2023 Final Approval BOCC Approved Tyler Ref # AG 121123 BOCC Signed Date Originator COBBXXLK BOCC Agenda Date 12/11/2023 Hello