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Home My WebLink About20200920.tiffCam, .rte #sIS9 MEMORANDUM TO: Esther Gesick, Clerk to the Board Mar 112020 FROM: Ryan Rose, Chief Information Officer SUBJECT: Binti, Inc. Contract Binti, Inc provides a software solution to Human Services organizations for managing their Foster Care/Kinship processes and data. Weld County department of Human Services currently utilizes a home-grown application and would like to replace it with the Binti solution. This contract is to purchase their annual subscription and implement their solution. The agreement was approved by Legal and was budgeted in the 2020 budget cycle. The cost for this agreement is $45,000.00. We ask that the BOCC approve the agreement as submitted. 1 &C axAs6et &-/r) OM/4d 2020-0920 ©3 /i $ /5-,d .'ro©o BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Binti, Inc. Contract DEPARTMENT: Information Technology DATE: 2/28/2020 PERSON REQUESTING: Ryan Rose, CIO Brief description of the problem/issue: Human Services currently uses FIDOS, a home-grown application, to manage the communications of the Foster Care group with the Foster Care families. This request is to replace this with a solution that is industry standard and more secure. This solution is provided by Binti, Inc. What options exist for the Board? (include consequences, impacts, costs, etc. of options): This provider specializes in selling and supporting this software. The options for the board are either to continue with the existing software or approve this purchase. Recommendation: Legal has reviewed and approved this agreement. We recommend the Board approve the request for an annual cost of $45,000, Mike Freeman, Chair Scott K. James Barbara Kirkmeyer Steve Moreno, Pro-Tem Kevin D. Ross Approve Recommendation Schedule Work Session Other/Comments: MASTER SUBSCRIPTION AND SERVICES AGREEMENT This Master Subscription and Services Agreement ("Agreement") is made as of Alfa, 2020 ("Effective Date"), between Binti, Inc. with an address at 1212 Broadway, Suite 200, Oakland, California 94612 ("Binti"), and Weld County, with an address at 1401 N. l7"' Ave. Greeley, CO 80632 ("Licensee"). Binti and Licensee will be referenced to individually herein as "Party" and collectively as the "Parties." Binti has developed a Software -as -a -Service platform, as described at www.binti.com ("Platform"). The Approvals Platform allows users to apply online to become approved to foster children and allows social workers to manage their approval workflow online. The Placements Platform allows for the matching of child referrals to approved foster families ("Authorized Purpose"). This Agreement governs a relationship whereby Binti will (i) grant Licensee access to the Platform; and (ii) perform the professional services set forth in Exhibit A attached hereto ("Professional Services." together with the Platform, the "Services"). Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Proprietary Rights. (a) Platform. Subject to the terms and conditions of this Agreement, Binti hereby grants to Licensee during the Term (defined below) a non-exclusive, non -transferable and non-sublicensable license to allow its employees and contractors who have been issued valid access credentials from Binti ("Authorized Users") to access and use the Platform solely to help facilitate foster care and adoptions for children. Binti will provide access to the Service to end -users who obtain valid access credentials from Binti, subject to Binti's Terms of Use and Privacy Policy. Binti will provide Licensee with the support services set forth in )Exhibit B attached hereto. (b) Restrictions. Licensee 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 any 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 except as permitted under Section 1(a); (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; or (vi) use the Platform in a manner that violates this Agreement, any third party rights or any applicable laws, rules or regulations. (c) Binti Ownership. Except for the rights granted to Licensee in Section 1(a) above and Licensee's rights to 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 use of the Platform and its performance ("Diagnostic Data") (which, notwithstanding anything to the contrary, Binti may fully exploit). All rights that Binti does not expressly grant to Licensee in this Section 1 are reserved and Binti does not grant any implied licenses under this Section 1. (d) Licensee Ownership. As between the Parties, Licensee owns all data, information and other materials submitted to the Platform or Binti by Licensee or Authorized Users (which, for clarity, excludes Diagnostic Data) (collectively, "Data"). Licensee hereby grants to Binti a non-exclusive and non -transferable (except under Section 10) license to use and host the Data, solely to provide the Services. Upon termination or expiration of this Agreement for any reason, Binti will permit Customer to download all Data from the Platform in .csv format. 2. Use of the Services. (a) Binti's Obligations. Binti will use commercially reasonable efforts to make the Service available at all times, except for planned downtime and any unavailability caused by Force Majeure Events (defined below). Binti will maintain commercially reasonable administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Data. (b) Licensee's Obligations. Licensee acknowledges and agrees that it is responsible for the use or misuse of the Service by Authorized Users, and a breach by any Authorized User of any term of this Agreement will be deemed a breach by Licensee of this Agreement. 3. Professional Services. (a) General. Subject to Licensee's compliance with the terms and conditions of this Agreement, Binti will perform the Professional Services in accordance with any specifications set forth in Exhibit A and the Scone of Work in Exhibit C. Each Party will communicate with the point of contact set forth in Exhibit A in connection with the Professional Services. Licensee 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 Licensee obligations described in Exhibit A and Exhibit C in a timely manner; and (iii) responding to Binti's reasonable requests related to Professional Services in a timely manner. 0.7-4902.9 -Dell Doc ID: b7619dd5e90622d0c992e61a17cbff38a0c2f7ab Notwithstanding anything in Exhibits A and C to the contrary, Binti will not be liable for any delays in performing the Professional Services that arise, in whole or in part, from Licensee's acts or omissions, including, without limitation, its failure to comply with this Section 3(a). (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 Licensee 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 Licensee under Exhibit A 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. Fees. Licensee will pay Binti (i) $12,000 for access to the Approvals Platform for each 12 month period and for Professional Services set forth in Sections 2(a) -(b) of Exhibit A hereto, (ii) $8,000 for access to the Placements Platform during the Term and for Professional Services set forth in Sections 2(a) -(b) of Exhibit A hereto, and (iii) $25,000 for access to the Case Management Platform during the Term and for Professional Services set forth in Sections 2(a) -(b) of Exhibit A hereto (collectively, "Fees"). All Fees will be 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. Invoices will correspond with the following schedule and will be generated once deliverable is functioning in production and written sign off has been obtained from Weld County: Objective/Deliverable Invoice Period Invoice Due to County Amount Initial License Agreement On approval of contract (Year 1, Quarter 1) $12,000 Approvals Module Goes Live — Additional functionality will include: GE -10, GE -50 Year 1, Quarter 2 7/1/2020 $11,000 Placements Module is live — Additional Functionality will include: GE -23, GE -46, GE -19, GE -54 Year 1, Quarter 3 10/1/2020 $11,000 Case Management Module is live — Additional Functionality will include: GE -42, GE -26, GE -40, GE - 27, GE -28, GE -36, GE -12, Adhoc/recurring reminders as described in Exhibit C section 5, OnBase Document Sharing as described in Exhibit C section 6 Year 1, Quarter 4 1/1/2021 $11,000 All remaining functionality (GE -1 through GE -54) will be live at invoicing Year 2 $46,350 Annual licensing — All functionality is live Year 3 $47,740 Should the state of Colorado contract with Binti for the Approvals, Placements, or Case Management Modules, the fee for the corresponding module will be reimbursed to Licensee at a pro -rated amount to the date of the signed contract with the state. (a) Fee Increases. Binti in its sole discretion may increase the fees due for any 12 month period during the Term in an amount not to exceed 3% more than the fees payable during the immediately preceding term of the same length to adjust for inflation. -2- Doc ID: b7619dd5e90622d0c992e61a17cbff38a0c2f7ab (b) 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"). Licensee 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 Licensee. 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, 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. Specifically, Binti is advised that as a public entity in Colorado, County must comply with Colorado Revised Statutes 24-72-201, et seq., with regard to public records and cannot guarantee confidentiality of all documents. 6. Term and Termination. (a) Term. This Agreement will commence on the Effective Date and continue for a period of thirty-six (36) months ("Initial Term"). Thereafter, this Agreement will automatically renew for additional consecutive terms of twelve (12) months (each, a "Renewal Term," together with the Initial Term, the "Term"), unless either Party provides to the other a written notice, at least sixty (60) days prior to the expiration of the then -current Renewal Term, of its intention not to renew this Agreement. (b) Termination. Either Party may terminate this Agreement for any or no reason (in its sole and absolute discretion), upon written notice to the other Party. Either Party may terminate this Agreement upon sixty (60) 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 sixty (60) -day notice period. Upon termination (except for termination by Binti pursuant to the immediately preceding sentence), the Licensee will have access to the Platform for the remainder of the then -current Term. Upon termination by either party for any reason, Binti will supply the Licensee with an export of the Licensee's Data. (c) Effect of Termination. Upon expiration or termination of this Agreement for any reason, the licenses granted by each Party will automatically terminate and all outstanding Fees owed pursuant to Section 4 will become immediately due and payable. Milestone payments as listed in Section 4 will not be owed if they have not already been approved in writing by Weld County. For the initial term, future years not yet invoiced, will not be owed by Weld County should the Agreement be terminated prior to invoicing. The provisions of Sections 1(b), 1(c), 2(b), 3(b), 4, 5, 6(c), 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. -3- DocID: b7619dd5e90622d0c992e61a17cbff38a0c2f7ab (b) Licensee. Licensee further represents and warrants that: (i) it owns or otherwise has sufficient rights to the Data to grant the license set forth in Section 1(d); and (ii) no 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. (c) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH UNDER 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 ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $100,000; 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. 9. Indemnification. (a) Licensee. As permitted by 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 Party") 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 Licensee or any of its affiliates, officers, employees or contractors (each, a"Licensee Released Party") alleging that the Platform (not including any Data) infringes, violates, or misappropriates such third party's intellectual property or proprietary right(s) ("Infringement Claim"), then Binti will defend the Licensee Released 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 Licensee 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 Licensee a pro -rata portion of the Fees. Notwithstanding the forgoing sentences of this Section 9(b), Binti will have no liability for an Infringement Claim if the actual or alleged infringement results from (a) any breach of this Agreement by Licensee or any Authorized Users; (b) any modification, alteration or addition made to the Platform by Licensee or any Authorized Users, including any combination of the Platform with software not provided by Binti; (c) any failure by Licensee or any Authorized Users to use any Updates made available by Binti; or (d) any settlements entered into by Licensee or costs incurred by Licensee for the Infringement Claim that are not pre -approved by Binti in writing. (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. -4- Doc ID: b7619dd5e90622d0c992e61a17cbff38a0c2f7ab By: INC.,.' C,►,u 10. Miscellaneous. Each Party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other Party, entitling such Party to seek injunctive relief in addition to all available remedies. 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 that either Party may assign this Agreement or any rights under it without prior written consent to 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. 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. 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. This Agreement may be modified or amended only by a writing signed by both Parties. 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. All waivers made under this Agreement must be made in writing by the Party making the waiver. 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: in the case of Binti: Felicia@binti.com; and in the case of Licensee: mtruslow@weldgov.com. Either Party may change its address for receipt of notice by notice to the other Party in accordance with this Section. Notices are deemed given two (2) business days following the date of mailing, one (1) business day following delivery to a courier, and/or on the same day a facsimile or electronic mail is sent to the recipient. Binti will not be liable or responsible to Licensee, 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 Maleure Events"). 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. 11. 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. BINTI, LICENSEE �Q By: 0 ► "`.� "� Name: Felicia Curcuru Name: Mike Freeman Title: CEO Chair, Board of Weld Title: County Commissioners -5- MAR 18 2020 O21901z a ?020 Doc ID: b7619dd5e90622d0c992e61a17cbff38a0c2f7ab EXHIBIT A 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: Name: Felicia Curcuru Name: Mary Truslow Title: CEO Title: Director Applications & Database Services Address: 1212 Broadway, Suite 200, Oakland, California 94612 Address: 1401 N. 17th Ave. Greeley, CO 80632 Phone: 732-547-3957 Phone: 970-400-2518 Email: Felicia@binti.com Email: mtruslow@weldgov.com 2. Services. Binti will use commercially reasonable efforts to provide the following Professional Services: (a) Data Migration. Migrate Data into the Platform based on reasonably written instructions from Licensee within 12 weeks of receiving data with documentation from Licensee. (b) Form Customizations. Customize up to 60 documents provided to Binti by Licensee for inclusion within the Platform within 12 weeks of Licensee providing the documents. Any additional Professional Services to be performed by Binti will be mutually agreed upon by the Parties in writing and attached to this Exhibit A as successively numbered Schedule "A"s (e.g., Schedule A-1, Schedule A-2, etc.). This Exhibit A is accepted and agreed upon as of the Effective Date set forth in the body of the Agreement. BINTI, INC. (('+� LICENSEE By: a_ lMr1�111M By: Name: Felicia Curcuru Title: CEO Name: Mike Freeman Chair, Board of Weld Title: County Commissioners -6- MAR 18 2020 OGDoii - oraZo Doc ID: b7619dd5e90622d0c992e61a17cbff38a0c2f7ab EXHIBIT B SUPPORT 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. Support. Binti will provide technical support to Licensee from 6AM-5PM Pacific Standard time every day during the Term except for national holidays in the United States ("Support"). To request Support, Licensee must contact Binti at 844-424-6844 or via email at contact@binti.com. Provision of Support. Binti will provide Support to the following Licensee contact: Mary Truslow, Director Applications & Database Services. 1401 N. 17th Ave. Greeley, CO 80632 (970) 400-2518 mtruslow@weldgov.com (a) Binti will not be responsible for addressing or resolving Events (defined below) that Binti reasonably determines are caused by Licensee's systems or any misuse of the Platform. (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 three classes of Events as follows: (i) Class 1 Event: A complete loss of the Platform's functionality such that no user can use the Platform. (ii) Class 2 Event: The Platform's functionality is materially impaired such that at least approximately 10% of users cannot use the Platform for its intended purpose. (iii) Class 3 Event: Any other problems or issues, including, without limitation, any general questions about the Platform or problems that do not rise to Class 1 Events or Class 2 Events. (c) Target Resolution Times. Binti will use commercially reasonable efforts to meet the following target time frames for resolution of Events from the time Binti receives a Support request: Class Tartlet Resolution Time 1 4 hours or better 2 24 hours or better 3 5 business days (d) Scheduled Maintenance Downtime. Binti will schedule maintenance between the hours of 10PM and 4AM Pacific Standard time. Binti will provide Licensee with reasonable advance written notice of scheduled downtime. Binti may access the Platform during the scheduled maintenance downtimes for maintenance purposes and to implement Updates, bug fixes and/or any other changes that Binti deems necessary or advisable. (e) Resolution. If Binti has not resolved an Event within the targeted time frame, then, upon Licensee's written request, Binti and Licensee will discuss a resolution plan. From that point forward until the issue is resolved, Binti will notify Licensee's designated contact of the status of resolution at least once daily. 2. Training. The Parties may agree in writing upon commercially reasonable training that Binti will provide to Licensee Authorized Users during the Term. This may include, by way of example only, a web -based tutorial about how to use the Platform. Training will not exceed a total of 25 hours during the Term. -7- Doc ID: b7619dd5e90622d0c992e61a17cbff38a0c2f7ab VHELLOSIGN TITLE FILE NAME DOCUMENT ID AUDIT TRAIL DATE FORMAT STATUS Document History SENT 0 VIEWED SIGNED COMPLETED 03 / 02 / 2020 16:34:27 UTC 03/03/2020 00:12:43 UTC 03 / 03 / 2020 00:13:10 UTC 03 / 03 / 2020 00:13:10 UTC Powered by V HELLOSIGN Audit Trail Weld County - Binti Contract Weld County Binti...t - Complete.docx b7619dd5e90622d0c992e61al7cbff38a0c2f7ab MM/DD/YYYY 4 Completed Sent for signature to Felicia Curcuru (felicia@binti.com) from kristin@binti.com IP: 68.7.175.35 Viewed by Felicia Curcuru (felicia@binti.com) IP: 76.77.187.225 Signed by Felicia Curcuru (felicia@binti.com) IP: 76.77.187.225 The document has been completed. Exhibit C 1. Child Binder with Explicit Permission Update Ability (requirement GE -42 — Case Management Module) o within the Case Management module, designate a specific section, or document tagging feature, to identify documents that are considered shareable to the current Placement of the child, even if the document is entered by a former placement. o Business Purpose: The Child Binder is specifically used by Foster Homes to track child specific information such as health exams, dental appointments, vision appointments, medication logs, therapy/counseling documents, school documents, court documents, health care authorization, etc. It is critical that this information be shared from Placement -to -Placement, so the historical knowledge of the child is available. (Year 1, Quarter 4) o Expected features: ■ This functionality requires any document tagged or located in the Child Binder to be viewable by the current placement, as well as any designated internal users (staff). ■ The assigned caseworker, and their hierarchy, should be able to update explicit permissions of the Child Binder for the current placement. ® Tracking and acknowledgement for when a new placement has been given permission to the binder and some way for the case worker to know that the documents were shared, either through an easy way to see this on the dashboard or through a notification. 2. Email Blast (requirement GE -26 — Licensing Module) o The ability to communicate through email one-way with any and all foster homes in Binti, without using another application, through the Binti program[1]. o Business purpose: upcoming training reminders, cancellations, or emergency notifications need to be sent out to designated recipients (Year 1, Quarter 3) o Expected features: ■ Ability to filter the placement list to a necessary distribution within Binti using the following filters: foster, foster -adopt, kinship, respite -only ® Email text can be customized by the worker • Formatting: Plain text email formatting is enabled ® Email should autofill the "From" field based off the login of the current user. Replies to the outbound email are received in the user's standard email system (not in Binti). Only the initial outbound email blast is sent from Binti. ® Recipients of email blast should NOT be able to see the other recipients of the email (for privacy reasons) ■ Ability to share documents via email ■ Nice to have (not required for launch): ability to add ad -hoc email addresses who are not Binti users to the email distribution{KA2} mu [3] 3. Confidential Case Management (GE -40 — Case Management Module) o The ability to restrict access to certain child/foster home records (confidential case) o Business Purpose: some cases require closed access to only designated users, vs. open access to all coordinators (based on role). o Expected features: ■ Override the role -based permissions to block/hide specific children or placements from users (Year 1, Quarter 4) 4. Track Respite Providers (Placements Module) o Ability to track Placement types o Business Case: There are multiple types of Placements, it would be helpful to be able to filter/sort by the type of placement. Including, those marked as "Respite". o Expected features: ® Tagging of the type of Placement. 5. Adhoc/Reoccurring Reminders,[KA4J (Case Management Module) o Caseworkers should be able to create reminders for a placement or child for various reasons. o Business Purpose: there are many items that need to be reminded of that don't necessarily coincide with a form, such as dental and medical appointments. o Expected features: ■ Easy way for workers and supervisors to know when items are coming due or overdue either through easily viewing what is overdue on the dashboard upon logging in or a notificationjKA5] (Year 1, Quarter 4) 6. OnBase Document Sharing -o Using current Binti functionality, workers can manually download documents from Binti and manually upload them to other systems like OnBase. In addition to the above, all items indicated in RFP response as "Planned Functionality[KA6J" with time frames varying from three to twelve months, should be completed by those timeframes. 7. GE -10 (Licensing Module) - Send reminders/ticklers for certifications due to foster homes via emailing - Binti is adding this functionality within the next 3 months to enable reminder emails to be sent to foster families when items are due for renewal, such as training or license recertification. (Year 1, Quarter 2) 8. GE -12 (Licensing Module) - Maintain calendars for foster homes - Binti is adding the ability for foster families to register for upcoming trainings based on a calendar of upcoming training events. This functionality will be added within the next 6 months from contracting. We are also open to adding other calendar functionality based on needs. (Year 1, Quarter 4) 9. GE -19 (Licensing Module) - Create a general catalogue of training courses - Binti will collect the information on all training courses offered for foster families during the onboarding process. These training courses will be added to a drop -down menu to allow workers to take training attendance for all attendees. If the training courses being offered change over time, the menu will be updated to reflect any and all changes made. Training attendance is recorded for each family and can be accessed for each individual foster family, or across the entire agency in the Training Log (See Attachment 3 - Screenshots Ref ## GE -19). In addition, there is planned functionality, to be added within the next 12 months, to allow foster family applicants to view the required trainings in their applicant portal, and sign up directly for the classes they wish to attend, based on location, time, and class capacity. (Year 1, Quarter 3) 10. GE -23 (Licensing Module) - Send reminders/ticklers for training courses due to foster homes (Year 1, Quarter 3) 11. [KA7]GE-27 (Case Management Module)- Record medical information for placed child(ren) - During intake, information on a child's diagnosis, behaviors or medical conditions can be added to the system. This information can be edited or updated over time as needed. The ability to add ongoing medical information once a child in placed, such as current doctors, current prescriptions, and date(s) of past and upcoming medical appointments can be tracked within the Case Management dashboard. (Year 1, Quarter 4) 12 GE -28 (Case Management Module)- Record educational information for placed child(ren) - Each child's grade and current school information can be added during their intake into the Binti system. This information can be changed or updated if needed. Additional educational information such as current teacher, Individual Education Plans, grades received, and past schools attended can be tracked within the Case Management dashboard. (Year 1, Quarter 4) 13 GE -36 (Licensing Module) - Send documents to foster homes - Documents can be added to the foster family portal to allow them access to review or print as necessary for their certification. This is printable information, not something that has to be signed. (Year 1, Quarter 4) 14. [KA8f{KA9}GE-46 (Licensing Module) - Removing a household member with required reason code - Should a household member need to be removed from a foster family, an assigned agency worker can remove that person from the application. (Year 1, Quarter 2) 15. GE -50 (Licensing Module) - Auto send certification due notifications. 180 day notice to Foster Home only, 60/30 day notice to foster home, fcc, licensing specialist - As mentioned in GE -48, all agency staff can currently receive automatic reminder emails notifying them of all certifications that are coming due within within the next 60 days, or those certificates that are overdue. (Year 1 Quarter 2) 16. GE -53 (Licensing Module) - Send reminders/ticklers for certifications due to foster homes via text - Binti currently uses emails for its notifications to both workers and foster families, for certifications and other reminders. (Year 2) 17. GE -54 (Licensing Module) - Remove and archive offered training course after registration/date of training - Foster family applicants will be able to view their required trainings in their applicant portal, and sign up directly for the classes they wish to attend, based on location, time, and class capacity. Once these trainings have passed, they will be removed from the list of offered trainings and will be archived. Attendance information for each training is also archived over time and can be viewed in the Training Log if necessary. (Year 1, Quarter 3) Timeline for Onboarding Weld County Week 1 - Binti account manager meets with members of Weld County to talk through your specific workflow for Approvals, Placements, and Case Management. We also will collect all your forms for Binti customization. We will also discuss with you your historic data and what the data import needs will be so that we can help to ensure the data is ready when the time comes for importing. Weeks 2-7 - Binti's team will work on creating your customized Binti Approvals/Licensing Module, including customized workflows and forms for your Weld County's licensing process. Weeks 8-9 - First "Walk-through" meeting - Binti shows draft of customized Binti Applicant portal and Licensing/Approvals dashboard based on specific workflow and forms and gets feedback from Weld County. We will take that feedback and make the necessary changes. Weeks 10-11 - Second "Walk-through" meeting - Binti shows second draft of customizations based on feedback. If necessary Binti incorporates feedback and does another draft. Third "Walk-through" meeting if needed. Binti finishes data import of all historic applicants (currently approved families as well as families part -way through the licensing process) Week 12 - Binti launch of Approvals/Licensing Module! Training for staff on using Binti, login access given to entire team (10+ different login levels and more available if needed) Week 13 and beyond - Monthly feedback meetings begin to discuss what is going well, what is not going well and what suggestions your team has. We incorporate this feedback into our product development. Our engineers roll out 20+ enhancements/week based on this feedback so we are continuously improving. We email you every few weeks with the most important improvements we've completed. We provide ongoing training as needed for your staff as well as for when new staff join. Should your forms or workflow processes change or need to be adjusted alert your account manager and the software will be updated to accommodate the changes. We provide customer support via email, phone and live chat - available to your families and Weld County staff. Customer support is also available in Spanish. Weeks 13-15 —Binti's team will work on creating the Weld County Binti Placements dashboard and will meet with the Weld County team to discuss the historic placements data and what the data import needs will be so that we can help to ensure the data is ready when the time comes for importing. Week 16 - Binti launch of the Placements Module! Training for staff on using Binti Placements module, login access given to any/all team members as needed (10+ different login levels and more available if needed) Weeks 17-19 - Binti's team will continue working on creating your customized Case Management Module, including customized workflows, forms, functionality, and levels of care based on initial conversations and the functionality listed in the Scope of Work (Exhibit C). Weeks 20-21 - First "Walk-through" meeting for Case Management- Binti shows draft of customized Binti Case Management dashboard based on specific workflow, forms, and functionality and gets feedback from Weld County. We will take that feedback and make the necessary changes. eks 22-23 - Second "Walk-through" meeting - Binti shows second draft of customizations based on feedback. If necessary Binti incorporates feedback and does another draft. Third "Walk-through" meeting if needed. Binti finishes data import of historic data. Week 24 - Binti launch of Case Management Module! Training for staff on using Binti, login access given to entire team (10+ different login levels and more available if needed). Contract Form Entity Information Entity Name* BINTI INC Contract Name* BINTI CONTRACT Contract Status CTB REVIEW New Contract Request Entity ID* @00042058 Contract Description* IMPLEMENT BINTI - ANNUAL COST AND IMPLEMENTATION Contract Description 2 Contract Type* AGREEMENT Amount "' 545,000 00 Renewable* YES Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- Inf©rrnationTechnologyGIS@w eldgov.corn Department Head Email CM-InforrnationTechnologyGIS- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORN EY@WELD GOV.COM Contract ID 3459 Contract Lead* MTRUSLOW ❑ New Entity? Parent Contract ID Requires Board Approval YES Contract Lead Email Department Project I mtruslow@coweldco.us Requested BOCC Agenda Date* 03/18/2020 Due Date 03/14/2020 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 Onaase Contract Dates Effective Date 03/18/2020 Termination Notice Period Review Date* 02/03/2021 Committed Delivery Date Renewal Date* 03/18/2021 Expiration Date Contact Information Contact Info Contact Name Purchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE DH Approved Date 03/12/2020 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 03/18/2020 Originator MTRUSLOW Contact Type Contact Email Finance Approver CONSENT Contact Phone 1 Contact Phone 2 Purchasing Approved Date 03/12/2020 Finance Approved Date 03112)2020 Tyler Ref # AG 031820 Legal Counsel CONSENT Legal Counsel Approved Date 03112/2020 Submit Hello