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Home My WebLink About20123243.tiffMEMORANDUM TO: Esther Gesick, Clerk to the Board Dec 5, 2018 FROM: Ryan Rose, Chief Information Officer SUBJECT: Northwoods Consulting Partners, Inc. Annual Maintenance Agreement Northwoods Consulting Partners, Inc. provides software to Weld County. The software is used by the Human Services department to store their scan and store their documentation and manage their appointments. The attached agreement between the Board Of County Commissioners and Northwoods Consulting Partners, Inc. is for the annual maintenance renewal for this software. The requested amount is $165,786.00 for the maintenance. The cost was budgeted for in the Human Services department budget. We ask that the BOCC approve the agreement as submitted. la- ID —I$ I e;r e' &O5 -O /a2 - -/r DPQo16 f1Poo BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Northwoods Maintenance Agreement for 2019 DEPARTMENT: Information Technology DATE: November 26, 2018 PERSON REQUESTING: Ryan Rose" Brief description of the problem/issue: Northwoods Consulting Partners, Inc. provides Human Services software to Weld County. The software is used by the Human Services department to scan and manage documents that are used to conduct their daily business. The attached agreement between the Board of Weld County Commissioners and Northwoods Consulting Partners, Inc. is for the annual maintenance of the software. The requested amount for this service is S165,786.00, which was budgeted in the Human Services budget. What options exist for the Board? (include consequences, impacts, costs, etc. of options): This provider specializes in selling and supporting this software which is utilized by the Human Services department. Without the agreement, there will be no maintenance on the licenses. Recommendation: It is recommended that the BOCC authorize the Chair to sign the annual maintenance agreement. Sean P. Conway Julie A. Cozad Mike Freeman Barbara Kirkmeyer, Pro -Tern Steve Moreno, Chair Approve gecommendation Schedule Work Session Other/Comments; CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN THE WELD COUNTY DEPARTMENT OF Information Technology AND Northwoods Consulting Partners, Inc._ This Agreement Extension/Renewal ("Renewal"), made and entered into 61h day of December.. 018 by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of l tformation Technology, hereinafter referred to as the 'Department", and Northwoods Consulting Partners. hereinafter referred to as the 'Contractor". WHEREAS the parties entered Into an agreement (the "Original Agreement") Identified by the Weld County Clerk to the Board of County Commissioners as document No. 2912-3243. approved on 12/5/2012. WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the Original Agreement, 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 Qecember 31.2018, • The parties agree to extend the Original Agreement for an additional 1 year period, which will begin January 1.2079 and will end on December 31. 2019. ► The Renewal, the Invoice dated 10/11/18, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents: • 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. CONTRACTOR: Christopher T. Carlson Panted -fTli2t T. Gallo& cw, ,c,,,... i�. toc. o, gore) Signature ATTEST: Weld BY: didaki Deputy Cle to th Board BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Steve Moreno, Chair DEC 1 0 ni$ TO S dal or Department Head oto/A - 3 a (6 dta, NORTHWOODS° 5815 Wall Street Dublin, Oh 43017 Received; Okay To Pay; Date: Project #: Ticket #: Danner Code: Notes: Bill To: Weld County Department of Human Services 1401 N 17th Ave Greeley, CO 80631-9563 Description, OnBase Application Enabler Support OnBase Bar Code Recognition Server Support OnBase Concurrent Client Support On Base Named User Client Support OnBase Production Document Imaging Support On Base EDM Services Support OnBase Distributed Disk Services Support OnBase Document Import Processor Support On Base Exception Reports Support OnBase Advanced Capture Support On Base ICR Support for Full -Page OCR & Automated Index Support OnBase Multi -User Server Support OnBase Integration for Microsoft Outlook Support On Base Virtual Print Driver Support OnBase Report Services Support OnBase Unity Integration Tool Kit Support OnBase Unity Client Server Support On Base Workflow Concurrent Client SL Support OnBase Workflow Named User Client SL Support On Base Workflow Workstation Client SL Support OnBase Full -Text Indexing Server for Autonomy IDOL Support OnBase Full -Text Indexing Concurrent Client for Autonomy IDOL Support Compass Capture Station Support Compass Capture Desktop Support Compass Connect for Data Migration Support Page: 1 of 2 Invoice #: INV-101380 Invoice Date: 10/11/2018 Customer ID: 1009 PO #: Payment Terms: Net 30 Quantity 1 1 118 17 3 1 1 1 1 1 1 1 1 1 1 1 1 118 16 1 1 2 36 49 277 Amount $4,244.00 $1,061.00 $34,292.00 $2,525.00 $2,334.00 $1,061.00 $1,061.00 $1,061.00 $849.00 $5,305.00 $1,061.00 $1,698.00 $2,122.00 $1,061.00 $1,061.00 $2,122.00 $2,122.00 $43,119.00 $4,753.00 $297.00 $2,122.00 $127.00 $12,960.00 $8,823.00 $1,920.00 NORTHWOODS® 5815 Wall Street Dublin, Oh 43017 Bill To: Weld County Department of Human Services 1401 N 17th Ave Greeley, CO 80631-9563 Description Compass Appointments Support Page: 2 of 2 Invoice #: INV-101380 Invoice Date: 10/11/2018 Customer ID: 1009 PO #: Payment Terms: Net 30 Quantity 175 Amount $26,625.00 Annual Support Renewal -1/1/2019 -12/31/2019 (Silver). Please note that to avoid interruption of your support coverage, payment must be received by Northwoods prior to the expiration of your Annual Support Renewal listed above. Changes to licensing may take up to 30 days to process. Support prices subject to a 3.5% Increase annually. For Questions regarding this invoice: Email: accountsreceivable@teamnorthwoods.com Phone: 614.781.7800 Subtotal $165,786.00 Tax $0.00 Payment/Credits $0.00 Total $165,786.00 Clad, 'issy MEMORANDUM TO: Esther Gesick, Clerk to the Board Nov 20, FROM: Ryan Rose, Chief Information Officer SUBJECT: Northwoods Consulting Partners, Inc. Annual Maintenance Northwoods Consulting Partners, Inc. provides software to our Human Services department so they can scan and manage documents that are used to conduct their daily business. This agreement is to extend the support for the Onbase and Compass products used by the Human Services for an additional year. The requested amount is $145,629.00 and was budgeted for in the Human Services budget. We ask that the BOCC approve the agreement as submitted. coo It /a-7 1 ev; /I- /1 nova- 3DL13 7)1'001 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/ WORK SESSION REQUEST RE: Northwoods Consulting Partners, Inc. Annual Support Agreement DATE: November 16, 2017 DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose e -g" Brief description of the problem/issue: Northwoods Consulting Partners, Inc. provides Human Services software to Weld County. The software is used by the Human Services department to scan and manage documents that are used to conduct their daily business. This agreement is to extend the support for the Onbase and Compass products used by Human Services for an additional year. The requested amount for this service is $145,629.00. What options exist for the Board? (Include consequences, impacts, costs, etc. of options) This provider specializes in selling and supporting this software which will be utilized by the Human Services department to conduct their daily business. Recommendation: The requested amount was budgeted for in the Human Services budget. It is recommended that the BOCC approve the agreement for the above specified amount. Approve Recommendation Julie Cozad, Chair Sean P. Conway Mike Freeman Steve Moreno Barbara Kirkmeyer Schedule Work Session Other/Comments: CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN THE WELD COUNTY DEPARTMENT OF Information Technology AND Northwoods Consulting Partners, Inc._ This Agreement Extension/Renewal ("Renewal"), made and entered into 21st day of November, 2017by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Information Technology, hereinafter referred to as the "Department", and Northwoods Consulting Partners, Inc, hereinafter referred to as the "Contractor". WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2012-3243, approved on 12/5/2012. WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement will end on December 31, 2017. • The parties agree to extend the Original Agreement for an additional 1 year period, which will begin January 1, 2018, and will end on December 31, 2018. • The Renewal, the Invoice dated 11/16/17, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents: • 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. CONTRACTOR: Christopher T. Carlson Printed Name Signature ATTEST: dial441 JC.jAO;l1 Weld un v Clerk to the Board BY: Deputy Clerk:. the Board BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO V 2 7 2017 cial or Department Head NORTHWOODS® 5815 Wall Street Dublin, Oh 43017 Bill To: Weld County Department of Human Services 1401 N 17th Ave Greeley, CO 80631-9563 Description OnBase Application Enabler Support OnBase Bar Code Recognition Server Support On8ase Concurrent Client Support OnBase Named User Client Support OnBase Production Document imaging Support OnBase EDM Services Support OnBase Distributed Disk Services Support OnBase Exception Reports Support OnBase Automated Indexing Support OnBase ICR Support for Full -Page OCR & Automated Index Support OnBase Multi -User Server License Support OnBase E -Mail Integration for Outlook Support OnBase Virtual Print Driver Support OnBase Reporting Support OnBase Unity Integration Tool Kit Support OnBase Unity Client Server Support OnBase Workflow Concurrent Client SL Support OnBase Workflow Named User Client SL Support OnBase Workflow Workstation Client SL Support Compass Capture Station Support Compass Capture Desktop Support Compass Connect for Data Migration Support Compass Connect for OnBase Support Compass Appointments Support OnBase Production Document Imaging Support OnBase Full -Text Indexing Concurrent Client for Autonomy IDOL Support Page: 1 of 2 Invoice #: INV-101109 Invoice Date: 11/16/2017 Customer ID; 1009 PO #: Payment Terms: Net 30 Quantity 1 1 118 17 1 1 1 1 1 1 1 1 1 1 1 1 118 16 1 34 27 277 1 150 2 2 Amount $2,850.00 $950.00 $26,225.00 $1,938.00 $950.00 $950.00 $950.00 $760.00 $1,900.00 $950.00 $950.00 $950.00 $950.00 $950.00 $1,900.00 $1,900.00 $34,130.00 $3,801.00 $237.00 $14,137.00 $7,208.00 $3,421.00 $987.00 $27,614.00 $356.00 $36.00 NORTHWOODS° 5815 Wall Street Dublin, Oh 43017 Bill To: Weld County Department of Human Services 1401 N 17th Ave Greeley, CO 80631-9563 Description OnBase Full -Text Indexing Server for Autonomy IDOL Support OnBase Document Import Processor Support Compass Capture Station Support Compass Capture Desktop Support Compass Capture Desktop Support Compass Capture Desktop Support Compass Capture Desktop Support Compass Appointments Support Page: 2 of 2 Invoice #: INV-101109 Invoice Date: 11/16/2017 Customer ID: 1009 PO #: Payment Terms: Net 30 Quantity 1 1 2 6 2 1 1 25 Amount $594.00 $1,188.00 $823.00 $1,081.00 $222.00 $55.00 $42.00 $3,674.00 Annual Support Renewal -1/1/2018 -12/31/2018 (Silver) Please note that to avoid interruption of your support coverage, payment must be received by Northwoods prior to the expiration of your Annual Support Renewal listed above. If there is any additional documentation needed to process this invoice, please contact your Account Manager at (614)781-7800 as soon as possible to avoid support interruption. Support prices subject to a 3.5% increase annually. For Questions regarding this invoice: Email: accountsreceivable@teamnorthwoods.com Phone: 614.781.7800 Subtotal $145,629.00 Tax $0.00 Payment/Credits $0.00 Total $145,629.00 CONTRACT AGREEMENT AMENDMENT BETWEEN eito n+raci- re THE WELD COUNTY DEPARTMENT OF Information Technology ( Li ( 7 AND Northwoods Consulting Partners, Inc._ This Agreement ("Amendment"), made and entered into 1st day of September, 2017 by and between the Board of Weld County Commissioners, on behalf of the Weld County Deparlinenl of Infurmatiuu Technology, hereinafter referred lo as the "Department", and Northwoods Consulting Partners, Inc, hereinafter referred to as the "Contractor". WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2012-3243, approved on 12/5/2012. WHEREAS the parties hereby agree to amend the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement will end on December 31, 2017. • The Statement of Work, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents: • 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. CONTRACTOR: Christopher T. Carlson ATTEST: ��itZ 4A) CI • r[ 61k. Weld County Clerk to the Board BY: Deputy Clerk to the Board q —Le — t 1 BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORAI) Julie Cozad, Chair PPROVED AS TO SUBSTANCE: cc : Qnense ZTCRR. citCo(il e Z% —3, ` C ' ) H RQ0g'3 NORTHWOODS® State mont of Wor Optical Character Recognition (OCR) Project- Fiscal Unit Presented to Weld County, Colorado Department of Human Services Document Version Version 2.4 Date August 2, 2017 Statement of Work Optical Character Recognition ((KU) Project—HSc_3l Unit tr NORTHWOODS Copyright and Trademark Notice Copyright © 2017 Northwoods Consulting Partners, Inc. All rights reserved. Northwoods, the Northwoods Bear Logo, "Revolutionizing the Delivery of Human Services," CoPilot, and Compass are all registered trademarks and service marks of Northwoods Consulting Partners, Inc. Rather than repeat the trademark and service mark attributions throughout this document, Northwoods hereby asserts its rights for all of its products and services. All other trademarks and service marks are the property of their respective owners. Unless stated to the contrary, no association with any other company or product is intended nor inferred. Copyright and Trademark Notice C -o O In Statement of Work Optical Character Recognition (OCR) Project Fiscal Unit NORTHWOODS Table of Contents Purpose 1 Project Scope. 2 Deliverables 2 Solution Overview 3 Work Activities 4 Project Planning and Management System Testing Training and Implementation Support ...see.... Training . Training Facilities and Environment Work Requirements Phase 1 --Startup ............... Objectives...... ...... Responsibilities ........ ............ . Phase 2 Design Objectives Responsibilities.. Phase 3 —Test Phase Objectives...... Responsibilities Phase 4 —Deploy Phase..,........... .... Objectives. Responsibilities Phase 5 —Closeout Phase Objectives.... Responsibilities Location and Hours of Work Project Acceptance.. Project Assumptions Table of Contents • 4 4 4 5 5 S S 5 6 6 7 7 7 7 7 7 8 8 8 ..8 .. 9 9 Statement of Work Optical Character Recognition (OCR) Project Fiscal Unit Timel ness Overview Architecture and licensing Wit NORTHWOODS 11 12 Pricing N•►►• OO N 14 Professional Services (Fixed) 14 Software .. ....... ... 14 Support..,..._ 14 Pricing Summary 15 Payment Terms 16 Acceptance 17 Appendix A — Change Management A-1 Change Cortrol Process Table of Contents • I Statement of Work Optica Character Recognition (OCR) Project —Fiscal Unit e NOn WOODS Purpose This Statement of Work (SOW) is delivered pursuant to Contract No 2012-3243 between the Board of Weld County Commissioners, on behalf of the Wed County Department of Human Services (Weld DHS) and Northwoods Consulting Partners, Inc. (Northwoods). The purpose of this SOW is to define the scope of work and deliverable work products for implementation of an OnBase OCR solution within the Weld County Fiscal Unit. This SOW specifies the work to be completed by the Project Team in developing or producing the goods or services as related to the project. Any requests for services and/or system functionality that exceed the scope defined in this SOW are subject to Change Management'. See f1,j;encttx A — Change Marijigemeoj. Purpose Z r Statement of Work Optical Character Recognition (OCR) Project ---Fiscal Unit WIN +AMP N�THWOOD S Project Scope The proposed solution addresses document management needs in the Fiscal Unit at Weld County DHS. This project will allow Weld County to: • • • Scan and index large documents in OnBase (>800 Pages)* *Note: Northwoods and Hyland do not recommend large document botches (800 plus pages). Smaller batch sizes (<200 pages) will improve processing speed and retrieval time. Perform Full -Text Search in OnBase Perform quality control (QC) scan/index process in OnBase The proposed solution includes the followirg OnBase modules: • Production Document Imaging —This module allows - o Scanning of large documents o QC indexing and reviewing • Full -Text Indexing Server for Autonomy IDOL —This module allows: o Full -text searching on an indexed table of text renditions Deliverables The following are the project deliverables of the final project: • Baseline 7roject Schedule • End -User Training • System Administrator Training • Hyland Autonomy IDOL Reference Guide • Hyland Production Document Imaging Reference Guide Project Scope tar O Statement of Work Optical Character Recognition (OCR) Project hHscal Unit �r NORTF-NVOODS Solution Overview The solution will augment the current scan and index process in the Fiscal Unit and can be used for day forward scanning as well as backfile scanning. Scan / Queue Review 'roc (AY) Rrntr .eve 1. Scan/Scan Queue. A Scanner operator will scan pages and save into a scan queue within the OnBase Production Document Imaging (TWAIN) module. Each workstation used to capture documents will need a Production Document Imaging license (1 is included with server license and will work with the PaperStream IP [TWAIN] Drivers from Fujitsu). Scarf operator assigns a document type and Keywords. Upon completion, the document is saved and automatically goes into the QC queue for review. 2. Review. During the review stage, a user will look at the documents saved in the QC queue and initiates quality control procedures, which include validating document image quality, document type, and keywords. If any corrections are needed, the document is moved to a "to be corrected" queue for corrections Otherwise, once the document is completed, its saved automatically to the process queue for processing. 3 Process. (This is a completely automated step.) Scanned documents are processed through an OCR (optical character recognition) (ethnology to make the document text searchable. It is recommended that the OCR process be installed on a dedicated server or virtualized server environment. Solution will be able to OCR text on a page that is oriented in landscape or portrait or both. 4 Save. (This is a completely automated step.) Processed documents are saved and committed to the OnBase DMS 5 Retrieve. Users are then able to retrieve documents using traditional keyword or full -text search in the OnBase Unity Client, A Full -Text Indexing Concurrent Client for Autonomy IDOL license is required to use the Full -Text Search feature. Historical (backfile) documents can be processed through OCR/IDOL either individually (right -clicking and sending to OCR) or through OnBase Workflow (using batches after hours). Solution Overview Statement of Work Optical Character Recognition (OCR) Project Fiscal Unit asie NORTHWOODS Work Activities The work activities in this section define the tasks necessary for the successful installation, design, implementation, and deployment of the solution. Project Planning and Management The Northwoods Project Manager is responsible for ensuring the satisfactory and timely completion of each project task by planning, organizing, motivating, and controlling human and equipment/material resources and the application of project management methodologies. The Northwoods Project Manager manages project activities and resources, tracks project status for the duration of the project, and reports the project status regularly. During the Startup Phase of the project, the Northwoods Project Manager develops the Baseline Project Schedule deliverable and meets with the Weld County Project Manager to review the schedule, make recommendations for changes (if needed), and aanrove the final Baseline Project Schedule System Testing The Northwoods Project Team tests the complete, integrated production system to confirm the system complies with specified requirements System Testing involves testing of the complete end to -end system to verify all system functional and performance requirements. This stage of testing includes the execution of a comprehensive set of functional and operational tests. Training and Implementation Support Training The Northwoods Project Team deve ops an implementation approach that provides the strategies necessary for the Weld County stakeholders to independently operate and maintain the system. The approach considers the training needs, priorities, resources, roles, and responsibilities for each stakeholder group engaged in the project. After training, users will have the knowledge and tools necessary to be successful. The Northwoods Training Instructor is responsible for delivery of the following train ing courses: Work Activities r Statement of Work i Optica Character Recognition (OCR) Project Fiscal Unit NORTHWOODS Court*, Ndilw DescuF)tiU11 Dt'ilVet ;, Metricci OnBase Production Imaging Scan Training Northwoods will train up to six scanning operators how to scan and index documents using OnBase Production Document Imaging. They will also be trained in Quality Control (QC) and managing the QC Scan Queue. Instructor -led System Administration Training Northwoods will train four system administrators in all aspects of the OCR solution including Production Document Imaging, Quality Control, Scan Queues, Autonomy IDOL, searching OCR data within OnBase, and associated OnBase Workflows. instructor -led Training Facilities and Environment Weld County DHS will provide the facility and environment for instructor -led training Work Requirements The project is organized in phases that define the work required for a successful project Phase 1 Startup Project startup will be conducted to secure resources and subject matter experts. Without a solid foundation and plan, the rest of the project can be uncoordinated and difficult to manage. During this phase, we focus on obtaining the project requirements and putting together a plan that will allow us to complete the project within time and budget constraints while meeting all required deliverables. Objectives 1 Plan and initiate the project. 2. Assemble the Project Team and secure required resources Responsibilities Code Desc r iption Rt'- po lilfliE' Pinty 1 Identify Northwoods Project Team members and provide the Weld County Project Manager with appropriate contact information. Northwoods Remote Work Activities Statement of Work Optical Charac_te► Recognition (OCR) Project Code.. Des. ion 2 Fiscal Unit gie NORTHWOODS Identify and assign the Weld County Project Team members based on identified roles and responsibilities. 3 Facilitate planning meeting with Project Sponsor and other key stakeholders to outline project goals and roles and responsibilities of team members; clarify the expectations of all parties; and create a shared commitment toward project success. 4 Attend planning meeting with Project Team to outline project goals and roles and responsibilities of team members, to clarify the expectations of all parties, and to create a shared commitment to project success. 5 6 Facilitate technology meeting with the Weld County staff to identify technical requirements and discuss implementation timelines. Attend technology meeting with Northwoods. Rtispc)I "I 311' Weld County Northwoods Weld County Northwoods Weld County I U( dtll)rl N/A Remote N/A Remote N/A Phase 2 Design/Configure/Develop This phase includes the objectives and responsibilities for designing the business and system requirements for the project. Objectives 1 Identify business (functional) and system (nonfunctional) requirements. 2 Complete preliminary system design. 3. Install, configure, and develop solution. Responsibilities Code Description Responsible P<irty 1 Facilitate business requirements interviews with the Weld County subject matter experts. 2 Participate in business requirements interviews. 3 install and configure software per functional specifications. Northwoods Weld County Northwoods Onsite N/A Remote Work Activities Statement of Work Optical Character Recognition (OCR) Project i iscal Unit Code Desc rq do 4 NORTHWOODS Develop and execute a batch OnBase Workflow process that processes the historical (backfile) documents throug`i OCR/IDOL. Phase 3 Test Phase Responsible Party Northwoods Location Remote The Northwoods Project Team tests the complete, integrated production system to confirm the system complies wth specified requirements. System testing involves testing of the complete end -to -end system to verify all system functional and performance requirements. This stage of testing includes the execution of a comprehensive set of functional and operational tests. Objectives 1. Venfy that all functional and nonfunctional requirements are satisfied prior to full-scale production implementation. 2 Verify Production Release Criteria have been achieved. Responsibilities Code Description 1 2 Perform system integration testing. Perform user acceptance testing Responsihir Party Northwoods Weld Phase 4 -Deploy Phase This phase includes the objectives and responsibilities for deploying the project. Objectives 1. Deploy client software_ 2. Train and support end users on system functions and new/revised business processes. Responsibilities l cl(,liinr' Onsite Onsite Code Description 1 Schedule training sessions, create rosters, and provide training equipment and logistical support. Responsible Party Weld County Location N/A 2 Deliver two training sessions for up to six scanning operators. H Work Activities Northwoods Onsite Statement of Work I Optical Character Recognition (OCR) Project Fiscal Unit NORTHWOODS Cone De'c rIr)tI(Al Responsible Party Lc)c .)tiOr1 3 Deliver System Administrator training for up to four people. Phase 5 -Closeout Phase Northwoods This phase includes the objectives and responsibilities for finalizing the project Objectives 1. Confirm Project Acceptance Criteria 2. Verify completion of work requirements and deliverable acceptance. 3. Verify Project Acceptance Criteria have been achieved, 4. Formally close the project Responsibilities Onsite Code Description Responsible Party LOC dt IOrl 1 2 3 4 5 6 Review outstanding issues with the Weld DHS Project Manager. Review Project Acceptance Criteria with the Weld DHS Project Manager_ Review maintenance and support protocol/procedures with Weld DHS IT and Weld DHS staff. Submit Project Acceptance form for signoff. Approve project acceptance Perform administrative closure: final invoicing; collection and archival of project records; release of project resources (for example, staff, facilities, and automated systems). Location and Hours of Work Northwoods Northwoods Northwoods Northwoods Weld DHS Northwoods Onsite Onsite Cnsite Onsite N/A Remote To decrease imp ementation costs and reduce deployment barriers, the work activities performed by the Northwoods Project Team are performed remotely and on location at Weld County As a result, Weld County/IT must provide the following to the Northwoods Project Team: • Open/escorted facility access for Project Team members (including after hours when work activities cannot be accomplished during normal business hours) Work Activities Statement of Work Optical Character Recognition (OCR) Project Fiscal Unit NORTHWOODS • Office space and/or cubicles with the ability to be secured and at least one active network jack (Ethernet connection), or wireless access point, and one electrical connection • Office furniture (desk and chairs) • Meeting rooms with an overhead projector, whiteboard, and supplies for conducting facilitated meetings (based on availability) • Telephone (local calls only) • Free facility parking To the extent possible, onsite work by the Northwoods Project Team occurs during regular business hours. On occasion, the Northwoods Project Team may work onsite during evenings, nights, weekends, holidays, and other nonstandard work hours to maintain the Baseline Project Schedule. As a result, facility access during nonstandard hours may be necessary Activities performed on location are indicated in the activity tables in the "Work Rggpirements" section. Much of the project work will be performed remotely. When working remotely, the Northwoods Project Team ensures the effective exchange of information and transfer of knowledge by using alternate methods of communication, including but not limited to email, teleconferencing, and remote network access. Project Acceptance The following acceptance criteria are used to acknowledge acceptance of the final project deliverable: • All Northwoods assigned project work requirements have been completed. • All project deliverables have been accepted. The Northwoods Project Manager submits a Project Acceptance form once project acceptance criteria have been achieved. The Weld County Project Sponsor, or authorized designee, evaluates whether the final project deliverable meets project acceptance criteria listed above. If the final project deliverable meets the project acceptance criteria, the Weld County Project Sponsor, or authorized designee, signs the Project Acceptance form within five business days to acknowledge acceptance of the project. Should the final project deliverable fail to conform to acceptance criteria, the Weld County Project Sponsor, or authorized designee, documents any deficiencies in the Project Acceptance form and returns the form to the Northwoods Project Manager within five business days The Northwoods Project Manager then facilitates corrective action and resubmits the Project Acceptance form once corrective action is complete. If the Project Acceptance form is not returned to the Northwoods Project Manager within five business days, the project is considered accepted by the customer. Project Assumptions The following assumptions are used to acknowledge requirements and dependencies for the project. Work Activities Statement of Work Optical Character Recognition (OCR) Project Fiscal Unit NORTE 1WOODS Code Set -1 -inn �olllrtiptlrm 1 General All human activities Schedule project resources, within deliverable. participants established facilities, will provide and timelines equipment) the necessary to in the approved complete resources (for assigned Baseline example, Project work 2 Project Management via The teleconference. Northwoods Project Manager may attend status meetings in person or 3 Project Management The County Weld resources, County (for Project example, Manager will personnel coordinate and facilities). activities for the Weld 4 Baseline Application Configuration Weld • • • Technical Appropriate systems Appropriate consultation County/IT related will assistance security for access provide: to all as and the supporting needed project levels, network systems procedure access levels documentation, to all required a support and/or PP 5 Baseline Application Configuration Software box changes/enhanc_errients future changes. features releases configuration for but each implementation includes to software software custom source will configuration product/module. code not be of existing Suggestions be considered upon out -of -the these - for for may contingent 6 System Access Weld (VPN application configuration County or Harnachi) will server(s) of application provide network for Northwoods the access software. Northwoods and with appropriate unrestricted Project security Team local and privileges to complete remote to 7 OCR Accuracy documents Accuracy of the being OCR imaged, process is the scanner, dependent and document upon the preparation. quality of the 8 System Testing Weld privileges County for designated IT will provide testers. the appropriate network access and security 9 System Testing It is acceptance the responsibility testing. of Weic County to produce all scripts for user 10 Training Lfor Based will attend makeup on a mutually each training scheduled approved sessions. training training schedule, session Northwoods the Weld County is not end responsible users Work Activities Statement of Work Optical Character Recognition (OCR) Project --Fiscal Unit kee NORTHWOODS Code (wctiori Assumption 11 Training and Facilities Environment classroom one training desks, training Weld day County chairs, facility instructor. training in will advance and should provide sessions computer of include any an Tne on scheduled a workstations -premises training whiteboard, facility classroom training for projector up must facility training be ten ('or for available trainees sessions. presentations), all scheduled for and setup The one to 12 Training and Environment Facilities Computer test/training workstations instance of the in database. the training facility will be connected to a 13 Out of Scope Any activities not explicitly included in "Work Requirements.'' 14 Out of Scope Any changes/enhancements implementation modifications will to not the may be contingent application be considered software upon for these future changes. code. software Suggestions releases but for 15 Out Out of of Scope Scope Imaging of traffic closed analysis case files and (that bandwidth is, backfile monitoring/traffic scanning), analysis. 16 Network 17 Out of Scope Printed training and/or reference manuals other than quick reference guides. 18 Out of Scope Retraining initial training of employees sessions. and training of new employees who do not attend 19 General Depending Production hours may or Document be the needed. complexity Imaging of (TWAIN) the QA/QC Licenses process and needed, additional additional service 20 General initiated Disk the and files documents usage disk over space and time. for the Initial OCR/IDOL processed. will processes need disk to renditions space The be are provided associated needs detailed and to will out. indexes files accommodate are be calculated varies stored by on for when the the growth complexity the IDOL of project server, these of is Timeliness A mutually agreed upon Baseline Project Schedule establishes the baseline timeframes and how related deliverables are tracked and accounted for throughout the project. The Baseline Project Schedule is routinely evaluated by the Northwoods Project Manager for comparison of baseline data against actual performance. Risks and deviations to the plan are identified in written status reports and/or discussed during Project Team status meetings. Thus, the Northwoods Project Manager identifies schedule variance and potential problems, Work Activities Statement of Work Optical Charauei Recogriition (OCR) Project-- Fiscal Unit NtSTHWOODS adjusts the schedule and/or reassigns resources, and reports progress to appropriate stakeholders and team members. Overview Architecture and Licensing The objective of this section is to simplify licensing changes and describe the architecture of the current state of the proposed solution. The license requirements are based on the following assumptions: • Production Document Imaging Licenses —Three users capturing scans into the OCR process • Full -Text Searches —Mu tiple users searching and retrieving documents. The following table describes the license requirements: Licenses Required Module Pur posc 1 <( (rises Availrihle Achim Currently fur OCR Ovvrled Project Use 1 Production Document Imaging (Twain) License 1 Advanced Capture Work Activities Scans (digitizes) paper documents using TWAIN compatible devices. Advanced features include bar code recognition, distributed capture and indexing, blank page separation, and auto -enabled indexing. Enables the automatic classification and indexing of scanned documents. Supports multiple languages and the processing of bi-tonal, grayscale and color images. Enables batch processing and ad hoc automated indexing from a -select list, 1 1 1 Use the available license. Use the available license. Statement of Work Optical Character Kecognit?on (OCR) Project Fiscal Unit ti NO?THW OODS Licenses Required Module Purpose I rc Pr)SE'S Avrirl<)I)IP Currently fur OCR Ovvr led Project Use Action 2 Production Document Imaging Scans (digitizes) paper documents using TWAIN - compatible devices. Advanced features include bar code recognition, distributed capture and indexing, blank page separation, and auto -enabled indexing. 1 Full -Text Indexing Server for Autonomy IDOL (1 server license) Purchase 2 user licenses. Provides integration with Autonomy IDOL to provide advanced full -text searches for words or phrases that exist within documents stored in OnBase. These words or phrases can exist in documents, text renditions of image documents (OCRed images), and many third party application documents. Can perform fuzzy searches, wildcard searches, stemming searches, thesaurus searches, and searches combining full -text and keywords on document types. Weld county to provide a dedicated OCR processing server. Purchase 1 module license and install on dedicated server. 2 Full -Text Indexing Concurrent Client for Autonomy IDOL Provides the ability to retrieve full -text data stored in Autonomy IDOL Full -Text collections. Autonomy IDOL Full -Text can index OCR images, document in several formats (Adobe PDF, Microsoft Office, WordPerfect, HTML), and many others. Purchase 2 module licenses and install on scanning workstation Work Activities Statement of Work Optical Character Recognition (OCR) Project Fiscal Unit NORTHWOODS Pricing The following sections identify the project professional services, software, and support pricing. Professional Services (Fixed) Deccriptinn Total Price Professional Services TOTAL $45,000.00 $45,000.00 Software On Wise Licensing ny Description Price Ou,cintity Amount Production Document Imaging (Kofax or TWAIN) Full Text Indexing Server for Autonomy IDOL Full Text Indexing Concurrent Client for Autonomy IDOL TOTAL Software Cost Support foci riptinn i otal Price Support $3,320.00 Total Support $3,320.00 Pricing $3,000 00 $10,000.00 $300.00 2 1 $6,000.00 2 $10,000.00 $600.00 $16,600.00 Statement of Work Optical Character Recognition (OCR) Project Fiscal Unit Pricing Summary Dec rip lnrt Total PIKe Professional Services (Fixed) $45,000.00 Software $16,600.00 Support $3,320 00 TOTAL First -Year Cost Pricing a - $64,920.00 NORTHWOODS° Statement of Work Optical Character Recognition (OCR) Project Fiscal Unit NORTHWOODS Payment Terms 1. Sixteen Thousand, Six Hundred, and 00/100 Dollars ($16,600.00) in consideration of the software detailed herein will be invoiced upon execution of this SOW, and payment will be due within thirty (30) days of receipt of the invoice. 2. Three Thousand, Three Hundred Twenty, and 00/100 Dollars ($3,320.00) in consideration of the first year's annual support costs will be invoiced upon execution of this SOW, and payment will be due within thirty (30) days of receipt of the invoice. 3. Forty -Five Thousand and 00/100 Dollars ($45,000.00) in consideration of all professional services related to this SOW will be invoiced according to the following schedule, and each payment will be due within thirty (30) days of receipt of the pertinent invoice: a. Fifty percent (50%) will be invoiced upon Project Kickoff. b. Fifty percent (50%) will be invoiced upon completion of Closeout Phase Payment Terms Statement of Work Optical Character Recognition (OCR) Project —Fiscal Unit Ctt-e l\ll.fiCTHWOODS Acceptance This project will be deemed accepted once all the items in the "Wrack Requirements" section have been successfully completed. Acceptance of the Statement of Work by Weld County: Signature Julie A. Cozad Chair. County Commissioners Title 9/6/2017 Printed Name Date Final Acceptance of Project by Weld County: Signature Title Printed Name Date Acceptance 4clt -3983 ca) H 8003 Statement of Work Optical Character Recognition (OCR) Project fiscal Jnit NORTHWQODS Appendix A Change Management Mary projects suffer from "scope creep," "growing requirements," and changes in plans that ultimately cause unnoticed slippage in the budget and schedule and loss of the control needed to deliver the intended work products according to specifications. Effective Change Management ensures that changes within the project are made in a consistent manner and that key stakeholders are informed of the state of the requested changes and the impact of those changes. Change Control Process The purpose of Northwoods' Change Control Process is to ensure that changes within the project are made in a consistent manner and that key stakeholders are informed of the state of the requested changes and the impact of these changes. Whenever possible, the Northwoods Project Team works with the Weld DHS to identify in scope workarounds for any out -of -scope requests The Change Control Process is a three -step process. • Identification • Evaluation • Management The following diagram represents the Change Control Process for the project. I Appendix A — Change Management Statement of Work I Optical Character Recognition (OCR) Project Fiscal Unit Identification Evaluation Requested c lying e Management No Ye; int�rn,� Customer Review OM if (; t+ Yes R ev;P ws atSPctmcn• with Custurner Fice( r,tiv'? Review Comrnrttce • Mint►s t r►) p,t ct ri t change NoRTHwooDs Screens Sh.angE` 'eq uest Yes Reviews retie" with Custom*♦ NruteLt Mane Yes V Yet • es No Manages bdsrl.rses Identification: A Change Request (CR) form is used to formally initiate a change request. Types of change requests to be initiated using this form include changes to the project. Any project stakeholder can initiate a change request by submitting a Change Request (CR) form to the Northwoods Project Manager The Northwoods Project Manager screens the request to determine if there is adequate information for evaluation. The Northwoods Project Manager may request that more information be provided. Once enough information is available to assess the CR, the Northwoods Project Manager reviews the request with the Weld DHS Project Manager, and they collectively decide if the change should be recommended for further evaluation. Evaluation: The Northwoods Project Manager and the Weld DHS Project Manager can jointly accept in -scope or out of -scope changes whose impact does not exceed the following threshold limits: • A delay of one or more days to any project deliverable, milestone, or scheduled project completion date Appendix A — Change Management Statement of Work Optical Character Recognition (OCR) Project —fiscal Unit NORTHWOODS • Scope changes to any project deliverable • Negative impact on the quality of a project deliverable • Additional expenditures in excess of $10O or additional project resources • Requested changes/enhancements to project products If the change request exceeds any of the established threshold limits, the Northwoods Project Manager evaluates whether the CR is within the overall scope of the project. If the requested change exceeds the threshold but is within scope of the project, the Northwoods Project Manager refers the CR to the Northwoods Project Management Office (PMO) for a decision In instances for which the CR exceeds the threshold but is not within scope of the project, the Northwoods Project Manager refers the matter to the Northwoods Change Control Board (CCB), which determines if the change request is to be implemented. The Northwoods Project Manager communicates decisions by the PMO/CCB to the Weld DHS Project Manager. Requests for product enhancements are submitted to the Northwoods CCB through the Northwoods Project Manager. The Weld DHS Project Manager is informed when a decision is made and the potential impact on the project. Management: The Northwoods Project Manager is responsible for implementing approved change requests and managing the risks associated with all approved or rejected change requests. The details surrounding all approved change requests expanding the scope of the project, are provided to each respective legal department to determine if such changes require a change to existing governing project documents or whether additional governing documents are required. Appendix A — Change Management Cov4ra d ID GI'a3 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/ WORK SESSION REQUEST RE: Northwoods Consulting Partners, Inc. Support Agreement Extension Renewal DATE: November 10, 2016 DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose Brief description of the problem/issue: Northwoods Consulting Partners, Inc. provides the Human Services department with their Appointments, Capture, and Document Repository solution. The software is used by the Human Services department for managing their daily needs. The attached agreement extension between the Board of Weld County Commissioners and Northwoods Consulting Partners, Inc. provides for software maintenance from January I, 2017 through December 31, 2017, in the amount of $ 132,907.00. What options exist for the Board? (Include consequences, impacts, costs, etc. of options) This provider specializes in selling this software which is utilized by the Human Services department to conduct their daily businesses. Recommendation: It is recommended that the BOCC approve the extension agreement for an additional term. Anarsiyc Schedule R...ss ndatign_ Work Session Mike Freeman, Chair Sean P. Conway Julie Cozad Steve Moreno Barbara Kirkmeyer 1a- t -It Other/Comments. "ti CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN THE WELD COUNTY DEPARTMENT OF Information Technology AND Northwoods Consulting Partners, Inc. This Agreement Extension/Renewal ("Renewal"), made and entered into 1st day of December, 2016, by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Information Technology, hereinafter referred to as the "Department", and Northwoods Consulting Partners Inc, hereinafter referred to as the "Contractor". WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2012-3243, approved on 12/5/2012. WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement will end on December 31, 2016. • The parties agree to extend the Original Agreement for an additional 1 year period, which will begin January 1, 2017, and will end on December 31, 2017. • The Renewal, the Invoice dated 11/29/16, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents: • 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. CONTRACTOR: Christ • . ! er T. Carlson Signatur ATTEST: Weld Co BY: lerk to the Boa d Deputy Clerk t the Board BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Julie A. Cozad, C ficial or Department Head Pro—TemUEC 0 5 2016 lti-(Lj L aide NORTHWOODS' 5815 Wall Street Dublin, Oh 43017 Bill To: Weld County DHS Sheila Batson 1401 N 17th Ave Greeley, CO 80631-9563 Description OnBase - Application Enabler Maintenance On Base - Bar Code Recognition Server OnBse Concurrent Client - Maintenance OnBase Named User Client - Maintenance OnBase - Production Document Imaging Maintenance OnBase - EOM Services Maintenance On Base - Distributed Disk Services Maintenance OnBase - Exception Reports Maintenance OnBase - Automated Indexing OnBase - ICR Support for Full -Page OCR & Automated Index OnBase - Multi -User Server License Maintenance On Base - E -Mail Integration for Outlook 2007 Maintenance OnBase Virtual Print Driver Maintenance On Base - Reporting.... Maintenance OnBase Unity Integration Tool Kit Maintenance OnBase Unity Client Server Maintenance On Base - Workflow Concurrent Client SL Maintenance On Base - Workflow Named User Client SL Maintenance On Base - Workflow Workstation Client SL Maintenance Compass Capture Scan Station - Maintenance Compass Capture Desktop - Maintenance Compass Data Migrator Maintenance Compass Plug -In for OnBase Maintenance Invoice #: Invoice Date: Customer ID: Page: 1 of 2 INV-100832 11/9/2016 WELD COUNTY DHS PO #: Payment Terms: Net 30 Quantity 1 1 118 17 1 1 1 1 1 1 1 1 1 1 1 1 118 16 1 34 27 277 1 Amount $2,754.00 $918.00 $25,338.00 $1,872.00 $918.00 $918.00 $918.00 $734.00 $1,836.00 $918.00 $918.00 $918.00 $918.00 $918.00 $1,836.00 $1,836.00 $32,976.00 $3,672.00 $229.00 $13,659.00 $6,964.00 $3,305.00 $954.00 (&P NORTHWOODS` 5815 Wall Street Dublin, Oh 43017 Bill To: Weld County DHS Sheila Batson 1401 N 17th Ave Greeley, CO 80631-9563 Description Compass Appointments - Maintenance Invoice #: Invoice Date: Customer ID: Page: 2 of 2 INV-100832 11/9/2016 WELD COUNTY DHS PO #: Payment Terms: Net 30 Quantity 150 Amount $26,680.00 Annual Renewal Maintenance - 1/1/2017 -12/31/2017 (Silver) Please note that to avoid interruption of your maintenance coverage, payment must be received by Northwoods prior to the expiration of your Annual Maintenance Renewal listed above. If there is any additional documentation needed to process this invoice, please contact Aaron Caldwell at (614)781-7800 as soon as possible to avoid maintenance interruption. Maintenance prices subject to a 3.5% increase annually. For Questions regarding this invoice: Email: accountsreceivable@teamnorthwoods.com Phone: 614.781.7800 Subtotal $132,907.00 Tax $0.00 Payment/Credits $0.00 Total $132,907.00 RESOLUTION RE: APPROVE PURCHASE AGREEMENT FOR SOFTWARE AND AUTHORIZE CHAIR TO SIGN - NORTHWOODS CONSULTING PARTNERS, INC. WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Purchase Agreement for Software between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and Northwoods Consulting Partners, Inc., commencing upon full execution of said agreement, and ending November 1, 2013, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Purchase Agreement for Software between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and Northwoods Consulting Partners, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 14th day of November, A.D., 2012. ATTEST: Weld County Clerk to the Bo APP the Board FORM: torney Date of signature: BOARD OF COUNTY COMMISSIONERS LD COUNTY, COLORADO Chair W ItFam F. Ga i'a, Pro -Tern Barira Kirkmeyer David E. Long EXCUSED Douglas Rademacher lfi aim ), J} 9nel,(0k, g`Ilbvl.l frtik r 6 2012-3243 HR0083 itte NORTHWOODS CONSULTING PARTNERS, INC. PURCHASE AGREEMENT This Purchase Agreement (hereinafter referred to as "Agreement") is made and entered into this I —i1 day of NOV 1; stir 201?-, by and between Northwoods Consulting Partners, Inc., an Ohio corporation with its principal offices at 5815 Wall Street, Dublin, Ohio 43017, USA, (hereinafter referred to as "Northwoods"), and the company, person or entity executing this Agreement as the "Licensee" in the space provided below (hereinafter referred to as "Licensee"): Licensee's Name Licensee's Address: Weld County Department of Human Services 315 N. 1 l t° Ave. Greeley, Colorado 80631 RECITALS WHEREAS, Northwoods is the developer of a suite of highly configurable Commercial Off -The Shelf ("COTS") software marketed specifically to human and social services agencies throughout the United States; and WHEREAS, Licensee desires to purchase the Northwoods software products and solution detailed herein; and WHEREAS, Licensee understands that Northwoods has no obligation to customize the software provided pursuant to this Agreement, and that any request for customization of the software will be made at Northwoods' sole discretion and may require Licensee to pay additional money for such customization (any additional money or conditions to be subject to a change order or amendment signed by both parties). NOW, THEREFORE, in consideration o£ the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows: I. Northwoods will undertake the delivery, installation and implementation of a specified Electronic Document Management and Business Operations Integrated Solution (hereinafter referred to as "Project") for the Licensee according to the terms detailed in the Agreement Documents. 2. The term "Agreement Documents" includes the following: (a) The price quote for this Project, detailed in Northwoods Proposal to Weld County DHS, Request for Proposal SS - 2O12 -16, "Pricing - Amended 11/12/2012" (Attachment A); (b) The Compass® Software End User License Agreement (or "EULA") (Attachment B); (c) The Compass® Software Support Agreement (Attachment C); (d) The "Northwoods Remote Access Requirements" document (Attachment D); (e) The Statement of Work for this Project as detailed in the "Electronic Document Management Project Weld County Department of Human Services," dated October 26, 2012 (Attachment E); and (f) Any other document(s) submitted and accepted that detail(s) the terms and conditions of the Project. 3. The Agreement Documents arc hereby incorporated into this Agreement by reference as if fully reproduced herein. Any inconsistencies between this Agreement and any of the Agreement Documents shall be resolved in the following order of preference: the Compass® Software End User License Agreement (or "EULA"): the Compass® Software Support Agreement; the Northwoods Remote Access Requirements document; this Agreement; the price quote; the Statement of Work; and finally any other documents in order of their date with the most recent document receiving highest preference. 4. Northwoods will furnish all staff, materials, supplies, and labor as detailed in the Statement of Work for this Project. Upon execution by both parties, any subsequent Statement of Work will become part of this Agreement. The Parties may modify the requirements of any Statement of Work through a written change order, and such written change order will become part of the Statement of Work when executed by authorized representatives of both parties. 5. This Agreement will be effective from , 201 through _, 201_, inclusive, unless otherwise terminated or extended by formal amendment. The expiration of this Agreement does not affect the Northwoods Consulting Partners. Inc. of 7 (Confidential) Revision. September 14,2(112 _void .3V3 existence and obligations of the Compass® Software End User License Agreement (or "EULA"). and/or the Compass® Software Support Agreement. 6. Northwoods agrees to perform all of the work described in the Agreement Documents and comply with the terms therein for the total compensation amount of One Million, One Hundred Forty -Two Thousand, Eighty -Niue and 60/100 Dollars (S1.142,089.60), which amount includes the first year's annual support costs for the solution. Failure to remit timely payment of any invoice may result in Northwoods ceasing work on the Project. Further, any delay in the project that is the fault of the Licensee or is the direct result of Licensee's failure to comply with the terms of this Agreement and any of its Attachments will require Licensee to reimburse Northwoods' actual costs incurred as a result of said data%. 7. The payment detail for the compensation due pursuant to this Agreement is as follows: (a) Four Hundred Eighteen Thousand, Six Hundred and 00/100 Dollars ($418,600.00) in consideration of all of the hardware and software detailed in the Scope of Work, with the exception of RightFax software, will be invoiced upon execution of this Agreement and payment will be due within thirty (30) days after receipt of that invoice. Licensee shall be prepared to receive all hardware and software components on the day a purchase order for such components is received by Northwoods, unless other arrangements have been previously made. (b) Ninety -Three Thousand, Seven Hundred Sixty -Six and 40/100 Dollars ($93,766.40) in consideration of the first year's annual support costs and system administrator training costs (if applicable) will be invoiced according to the following schedule, and each payment will be due within thirty (30) days after receipt of the pertinent invoice. The first annual software maintenance period begins on the day the software is licensed. Software is licensed on the day the software is first installed on the customer's server. (1) Fifty -Seven Thousand, Four Hundred Twenty -Four and 64/100 Dollars ($57,424.64) will be invoiced upon execution of this Agreement; (2) Twenty -Two Thousand, Two Hundred Fifty -Six and 64/100 Dollars ($22,256,64) will be invoiced upon Phase II Project Kickoff (3) Fourteen Thousand, Eighty -Five and 12/100 Dollars (514.085.12) will be invoiced upon Phase Ill Project Kickoff. (e) Three Hundred Forty Thousand. Eighty -Five and 00/100 Dollars (5340.085.00) in consideration of all professional services for Phase I of the Project will be invoiced according to the following schedule, and each payment will be due within thirty (30) days after receipt of the pertinent invoice: (I) One Hundred Thirty -Six Thousand, Thirty Four and 00/100 Dollars (5136,034.00), or Forty percent (40%) of the total compensation for services for Phase I, will be invoiced upon execution of this Agreement; (2) One Hundred Two Thousand, Twenty -Five and 501100 Dollars (5102,025.50), or Thirty percent (30%) of the total compensation for services for Phase 1, will be invoiced upon completion of Baseline System Configuration; (3) Sixty -Eight Thousand, Seventeen and 00/100 Dollars ($68,017.00), or Twenty percent (20%) of the total compensation for services for Phase 1- will be invoiced upon completion of System Testing; (4) Thirty -Four Thousand, Eight and 50/100 Dollars ($34,008.50), or Ten percent (10%) of the total compensation for services for Phase I ("Holdback")_ will be invoiced upon completion of Phase I the Project. if Northwoods is wholly responsible for delaying Phase I by more than twenty percent (20%) of the expected Project Timeline for such Phase, Northwoods is subject to a penalty in an amount equal to ten percent (10%) of the Holdback for Phase 1. For each seven (7) day increment thereafter for which Northwoods is wholly responsible for a delay in Phase I, Northwoods is subject to a penalty in the amount of ten percent (10%) of the Holdback up to a maximum penalty equal to the Holdback for Phase 1. N'orthinnda (bolo/Ong Partners. Inc. , of 7 ICnn/idea:iabl Revision: September 14.2012 (d) Seventy Four Thousand, Five Hundred Ninety -Five and 00/100 Dollars ($74,595.00) in consideration of all professional services for Phase II of the Project will be invoiced according to the fallowing schedule, and each payment will he due within thirty (30) days after receipt of the pertinent invoice: ( I) Twenty -Nine Thousand, Light Hundred Thirty Eight and 00/100 Dollars ($29,838.00), or Forty percent (40%) of the total compensation for services for Phase II. will be invoiced upon Phase II Project Kickoff' (2) Twenty -Two Thousand, Three Hundred Seventy Fight and 50/100 Dollars (322,378.50), or Thirty percent (30%) of the total compensation for services for- Phase II, will be invoiced upon completion of Software Con figuration; (3) Fourteen Thousand, Nine Hundred Nineteen and 00/100 Dollars (S14,919.00), or Twenty percent (20%) of die total compensation for services for Phase II, will be invoiced upon completion of Client Software Deployment: (4) Seven Thousand, Four Hundred Fifty -Nine and 50/100 Dollars ($7,459.50), or Ten percent (10%) of the total compensation for services for Phase )1 ("Holdback"). will be invoiced upon completion of Phase II of the Project. if Northwoods is wholly responsible for delaying Phase II by more than twenty percent (20%) of the expected Project Timeline for such Phase. Northwoods is subject to a penalty in an amount equal to ten percent (10%) of the holdback for Phase II. For each seven (7) day increment thereafter for which Northwoods is wholly responsible for a delay in Phase II, Northwoods is subject to a penalty in the amount of ten percent (10%) of the Holdback up to a maximum penally equal to the Holdback for Phase II, (e) Sixty -Nine Thousand, One Hundred and 00/100 Dollars ($69,100.00) in consideration of all professional services for Phase Ill of the Project will be invoiced according to the following schedule, and each payment will be due within thirty (30) days after receipt of the pertinent invoice: (i) Twenty -Seven Thousand, Six Hundred Forty and 00/100 Dollars ($27,640.00), or Forty percent (40%) of the total compensation for services for Phase Ill, will be invoiced upon Phase III Project Kickoff: (2) Twenty Thousand, Seven Hundred Thirty and 00/100 Dollars ($20,730.00), or Thirty percent (30%) of the total compensation for services for Phase HI, will be invoiced upon completion of Software Configuration: (3) Thirteen Thousand. Eight Hundred Twenty and 00/100 Dollars ($13,820.00). or Twenty percent (20%) of the total compensation for services for Phase III, will be invoiced upon completion of Client Software Deployment: (4) Six Thousand, Nine Hundred Ten and 00/100 Dollars (86,910.00), or Ten percent (10%) of the total compensation for services for Phase III ("Holdback"), will be invoiced upon completion of the Project. If Northwoods is wholly responsible for delaying Phase 111 by more than twenty percent (20%) of the expected Project Timeline for such Phase. Northwoods is subject to a penalty in an amount equal to ten percent (10%) of the Holdback for Phase Ili. For each seven (7) day increment thereafter for which Northwoods is wholly responsible for a delay in Phase lit, Northwoods is subject to a penalty in the amount of ten percent (10%) of the Holdback up to a maximum penalty equal to the Holdback for Phase III. (I) One Hundred Thirty -Three Thousand, Eight Hundred and 007100 Dollars (S133,800.00) in consideration of all data conversion services will be invoiced according to the following schedule and each payment will be due within thirty (30) days after receipt of the pertinent invoice: (1) Fifty -Three Thousand. Five Hundred Twenty and 00/100 Dollars (353,520.00), or Forty percent (40%) of the total compensation for data conversion services, will be invoiced upon execution of this Agreement: (2) Thirteen Thousand, Three Hundred Eighty and 00/100 Dollars (513.380.00). or Ten percent (10%) of the total compensation for data conversion services, will be invoiced upon completion of Phase I Baseline System Configuration: (3) Thirteen Thousand, Three Hundred Eighty and 00/ 100 Dollars ($13,380.00), or Ten percent (10%) of the total compensation for data conversion services, will be invoiced upon completion of Phase I System Testing; Narrhhvodr enntrohing Partners. lwr. lof7 (Confidential) Revision: September 14.2012 (*W (4) Fitly -Three Thousand, Five Hundred Twenty and 00/100 Dollars ($53,520.00), or Forty percent (40%) of the total compensation for services for data conversion services. will be invoiced upon completion of the data conversion services. (g) 'len Thousand, Eight Hundred Four and 801100 Dollars (S10.R04.R0) in consideration of all RightFax software will be invoiced upon the completion of Phase I Baseline System Configuration and payment will be due within thirty (30) days of receipt of that invoice. However, should it be determined RightFax will not be part of the Project, no invoice will be sent nor will Licensee have obligation for payment for such software. (h) One Thousand, Three Hundred Thirty -Eight and 40/100 Dollars (S1,33R.40) in consideration of the first year's RightFax annual support costs and system administrator training costs (if applicable) will be invoiced upon completion of Phase I Baseline System Configuration and payment will be duc within thirty (30) days after receipt of that invoice. The first annual software maintenance period begins on the day the software is licensed. Software is licensed on the day the software is first installed on the customer's server. However, should it be determined RightFax will not be part of the Project, no invoice will be sent nor will Licensee have obligation for payment for support of such software. Notwithstanding Section 3, the compensation terms contained within this section of the Agreement supersede any contradictory compensation provisions found in any of the Agreement Documents. g. Licensee acknowledges and agrees that Northwoods requires on-line access to the Software to be installed on Licensee's systems in order for Northwoods to properly install and configure the system and to provide Support Services hereunder, and that the compensation detailed above is predicated on Northwoods having adequate secure remote access. Accordingly, licensee agrees that it stuff install and minim. at Licensee's sole cost and expense, property functioning and appropriate, industry standard communications software approved by Northwoods; and Licensee shall establish and maintain. al Licensee's sole coat and expense. an adequate secure connection with Northwoods to facilitate Northwoods' remote support services. Details of the required pons and acceptable applications arc found within the 'Northwoods Remote Access Requirements'. document incorporated by reference as if fully restated herein. 9. Requirements of Licensee with regard to the purchase of Compass® CoPilot software (if applicable): 1) Licensee staff that will use the Compass® CoPilot software must be fully trained on the use and operation of the tablet on which the Compass® CoPilot software will run prior to Project kick-off. 2) Licensee acknowledges and understands that any and all third party applications, including but not limited to those purchased or installed by Licensee at the recommendation of Northwoods, or pro -installed on the tablet on which the Compass® Copilot software runs, are not owned by Northwoods. Licensee agrees that Northwoods is not responsible for examining or evaluating the content or activities and does not warrant and will not have any liability or responsibility for any such third -party applications, nor does Northwoods have any responsibility for providing support services for any such third party applications, unless specifically agreed to in a signed written agreement between the Parties, The obligations of Licensee under this section and all disclaimers of warranties and limitations of liability set forth herein shall survive any termination of this Agreement. 10. This Agreement may be terminated by either party upon thirty (30) days notice, in writing, delivered upon the other party prior to the effective date of termination. in the event of termination by either party. Licensee shall be responsible fur payment for all hardware, software, and services rendered by Northwoods through the date of termination. The termination of this Agreement does not effect the existence and obligations of the Compass® Software End User License Agreement (or "EULA"). and/or the Compass® Software Support Agreement. 11. This Agreement shall be binding upon all parties hereto and upon their respective heirs, executor` administrators, successors. and assigns. 12. This Agreement shall not be modified in any manner except by an instrument, in writing, executed by all parties to this Agreement. Nnrthmlods Comndling Fanners, Inc_ Iuf7 ICta ldeno.J! Reuslon. September /4.2012 CKr slc-1t t ( lc;t_ctO 13. this Agreement and any claim, action, suit, proceeding, or dispute arising out of this Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the Stec of Ohio without regard to its conflicts of laws provisions. Venue and jurisdiction for any action, suit, or proceeding arising out o this Agreement shall vest exclusively in the federal or state courts of general jurisdiction in kanklifyrOltict. i tcl Co. ,[ Ierctc�lc`. � 14. If any term or provision of this Agreement shall he held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 15. Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership, association or joint venture between the parties in the conduct of the provisions of this Agreement. Northwoods shall at all times have the status of an independent contractor. 16. TO THE MAXIMUM EXTENT PERMUTED BY LAW AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE COMPASS® SOFTWARE END USER LICENSE AGREEMENT (OR "EULA"). AND/OR THE COMPASS® SOFTWARE SUPPORT AGREEMENT, NORTHWOODS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD •TO THE SOFTWARE OR HARDWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR HARDWARE OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE OR HARDWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON - INFRINGEMENT WITH REGARD TO THE SOFTWARE OR HARDWARE. 17. NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF NORIHWOODS UNDER ANY PROVISION OF THIS AGREEMENT AND LICENSEE'S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE LESSER OF THE ACTUAL DAMAGES INCURRED IN REASONABLE RELIANCE ON THE SOFTWARE OR THE AMOUNT ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT. 'INF FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. In no event shall Northwoods be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the software or hardware, the provision of or failure to provide support or other services, information, software, and related content through the software or hardware or otherwise arising out of the use of the software or hardware, or otherwise under or in connection with any provision of this Agreement, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of Northwoods, and even if Northwoods has been advised of the possibility of such damages. 18. If by reason of force majeure either party is unable in whole or in part to act in accordance with this Agreement, the party shall not he deemed in default during the continuance of such inability. The term "force majeure" as used herein shall include without limitation: acts of God; strikes or lockout; acts of public enemies; insurrections; riots; epidemics; lightening; earthquakes; fire; storms; flood; washouts; droughts; arrests; restraint of government and people; civil disturbances; and explosions. Each party, however, shall remedy with all reasonable dispatch any such cause to the extent within its reasonable control which prevents the party from carrying out its obligations contained herein. 19. Any waiver by either party of any provision or condition of this contract shall not be construed or deemed to be a waiver of any other provision or condition of this Agreement, nor a waiver of a subsequent breach of the same provision or condition. NorrfdNnudc Consulting Partners. ln<- 5 of 7 /Confidential! Revision- September 14.2012 itte 20. This Agreement may be executed in one or more identical counterparts. each of which shall be deemed an original but all of which together shall constitute but one and the same instrument. 2T. This Agreement sets forth the entire agreement of the Parties and supercedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Signature Page Follows Remainder of Page Inlentienally Blank Northwoods Consulting Partners. lsr. b of (Confidential) *Pillory September 14,2012 SKr IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement in duplicate, each of which shall be deemed an original, as of the date first above written. WELD COUNTY BOARD OF COMMISSIONERS (Signature) LJ St/AA, Cu.ti1,,,4c� C 1��1�� t‘, Q_1) CC'c',1;rj at/A(ZP (Name, Title) H'Sc c SYP-Eer NOV 1 4 2012 r .6v14St cc x6s2 (Address) NORTHWOQDS CONSULTING PARTNERS, INC. Gary !lei President NowrH4'O9Jt)sCONSULT, PAtirrNF,RS,INC. 5815 Wall Street Dublin, Ohio 43017 or �u��tSSrC.Ajfi North woods Consulting Partners. inc. 7of7 (Confidential) Revision: September 14.2!)1? ATTACHMENT A Cif14- Proposal to Weld County DHS Request for Proposal SS -2012 +G Pricing — Amended 11/12/2012 Pricing — Amended 11/12/2012 Cost Summary If Phases (I, II, & Ill) Software First Year Support Northwoods Professional Services RightFax Software RightFax Support Existing Repository Conversion tal Project Cost 'software Module Pricing Module descriptions are provided below the pricing section. ription Client Software Modules OnBase Named User Client Inn,,+l aeom. Front Desk) OnRaae Concurrent Client OnBase Workflow Named Client i a,+ir Room, iron{ nook} On Base Workflow Concurrent Client Compass Capture Scan Station tar. described ,r, solution Ocuan teen) Server Software Modules OnBase Multi -User License OnBase Application Enabler On68se Distributed Disk Services OnBase Virhial Print Driver Ontiase Unity Toolkit OnBase EDM Services OnBase Unity Client Seiver OnBase Report Services Production Document Imaging 1 exception Reports Compass Data Migrator Auto Indexing Revolutionizing the Delivery of Human Services• Price $418,600.00 $93,766.40 $483,780.00 $10,804.80 $1,338.40 $133,800.00 $1,142,089.60 Qty 17 118 17 118 24 Total Price $8,160.00 S110,400.00 $17,000.00 $143,680.00 $4 5,600.00 1 $4,000.00 1 $12,000.00 1 $4,000.00 1 $4,000.00 1 $8,000.00 1 54,000.00 1 $8,000.00 1 $4,000 00 1 54,000.00 1 $3,200.00 1 $14,400.00 1 58,000.00 \Ned County DHS Pricing — Amended 11/12/2012 Bar Code Recognition Server ICR Support for Full -Page OCR Server Outlook integration Compass Plug•in for On Base [V.iol:1We Descriptions 54,000.00 $4,000.00 $4,000.00 $4,160 00 Description Product Description Client Software Modules Onl3ase Named User Client (Marl Room, t rent n, •,k', OnBase Concurrent Client 7 iuur ry ,era 'i.1 Wu. kci sl OnEa',e Workflow Named Client .vtr:i s. . C• .4V OnBase Workflow Concurrent Client (1 Supervisors, t4 Wrnkwr'. Compass Capture Scan Station ias desr.ribed in tiolutnrn .r , Server Software Modules OnBase Multi -User License Provides retrieval, viewing, printing, and management of documents for a single named user. Provides retrieval, viewing, printing, and management of documents. Concurrent Clients have a minimum connection (lease) time of five (5) minutes. Provides electronic document routing through a configurable work process. Includes pre -configured rules, actions, transitions, and notifications and additional capabilities for Visual Basic scripts. Provides access to Workflow functions in order to perform work and complete tasks on documents. Includes E -Forms. Provides electronic document routing through a configurable work process. Includes pre -configured rules, actions, transitions, and notifications and additional capabilities for Visual Basic scripts. Provides access to Workflow functions in order to perform work and complete tasks on documents. Includes E -Forms. Compass capture provides distributed scanning capabilities with an intuitive touch screen or desktop application. I Provides utilities, OnBase Configuration, Basic Text Search and Print Servers, three-tier OnBase Broker and a License to use the copyrighted OnBase Database in conjunction with a supported SQL Database Management System (DBMS) in a single instance, multi- user environment. Revolutionizing the Delivery of Human Services• >roposal to Weld County DHS ti clr;r,5t i,� Pri' ,,'.,l;s• 201.-1 Pricing - Amended 11/12/2012 Description Product Description OnBase Application Enabler Provides image enabling to third -parry software applications that are GUI, browser, or text -based. OnBase Distributed Disk Services OnBase Virtual Print Driver Ori ast, IJwly Toolkit Due to the variety of applications, Solution Providers must verify that an application can be enabled prior to selling this module. As part of the verification, Solution Providers are also required to complete a pre - qualification form located on www.teamonbase.com. Please make no assumptions- If verification is unsuccessful, Hyland can be contacted for assistance. Regulates public access to a server through middleware software that acts as a proxy for accessing Disk Groups. Because communications with the OnBase Client are handled through TCP/IP, administrators are not required to use Windows Shares or UNC paths for Disk Group access. Provides a method to capture, index and store the print stream from any printable application and store the information as a TIFF image within the OnBase document repository. This is a single instance license. Provides an object -oriented API that exposes key OnBase functionality. Unity contains functionality to query, store, retrieve and modify documents and metadata as well as other document -centric features such as notes. The Unity Integration Toolkit is only for integration to OnBase from external applications or custom applications that exist outside of OnBase Automation. A separate OnBase Automation license is required for automation integrations. Anyone that has Web Services Toolkit can upgrade to the Unity Integration Toolkit at no extra charge. Annual maintenance fees will apply to the Web Services Toolkit and Unity Integration Toolkit, separately. In addition to the Unity Integration Toolkit, a Unity Automation license is granted to any customer or partner that has at least one person with a current OnBase API Certification. The Unity Automation allows access to Unity through OnBase Automation configured through the OnBase Configuration module. OnBase Automation is any extension to OnBase configured through OnBase Configuration such as Workflow or WorkView scripting, but includes any automation code configured through the Configuration module. Revolutionizing the Delivery of Human Services ° Proposal to Weld County DRS Request for Proposal S5 -201Z-16 Pricing — Amended 11/12/2O12 Description On Base EDM Services OnBase Unity Client Server OnBase Report Services Production Document imaging 1 Exception Reports Compass Data Migrator Auto Indexing Bar Code Recognition Server ICR Support for Full -Page OCR Server Outlook Integration Product Description Provides the ability to store and manage revisions of documents generated by Microsoft Office and other file formats. Includes multiple file import, revision control, version control, document commenting, check- in/checkout, automatic upload and synchronization of revisions, document templates, and the Briefcase. Desktop client built on .NET and WPF that provides a customizable user experience to the desktop. _ Provides the ability to closely monitor critical performance aspects of an OnBase implementation. Designed to be customizable to allow nearly any element within the OnBase system to be audited for business and IT statistics. Scans (digitizes) paper documents using TWAIN compatible devices. Creates reports that can identify missing or aged documents. This modules allows to auto populate index fields reducing processing time and errors normally associated with manual indexing and OCR. Enables the automatic classification and Indexing of scanned documents. Supports multiple languages and the processing of hi -tonal, grayscale and color images. Enables batch processing and also ad -hoc Automated Indexing from_ a select list. Enables centralized bar code recognition, by allowing a single workstation to perform bar code processing on image batches that were scanned at many scanning workstations. Enables the recognition/extraction of handwritten numerals, text and punctuation characters in conjunction with the Batch OCR or Automated indexing products. Allows a Microsoft Outlook user to interact with an OnBase system through the Familiar Outlook client. Provides users the ability to save e -mails and/or any associated attachments by simply dragging the e-mail to the "OnBase" folder. Users can also retrieve documents from the interface. Revolutionizing the Delivery of Human Services° bttk • Standalone Projects Proposal to Weld County OHS Request for Proposal SS -2012-16 Pricing — Amended 11/12/2012 We have separated the faxing and data conversion until Weld County decides how and when you want to act on these solutions. We have provided a description of each below. i?;�tinn,rI Ei��.) is rner't\ RightFax Integration Existing Repository Conversion Optional Costs 'Stand uluni Wols•cn that co nnt'trd duano anv phase.. RightFax Business Server XR.gigitFax Platform Technology Feature Additional Feature Integration Maintenance Installation $12,143.40 • $133,800.00 • $145,943.40 The RightFax Business fax servers provide an integrated and scalable solution that can meet many different e -fax needs for Weld County. RightFax Business Server Centralized network fax system 2 Channel system Integration into Hyland OnBase ECM system Document delivery — inbound / outbound Drag and drop to storage RightFax connector for Microsoft Exchange Fax Gateway 304, Analog Fax Gateway, 4 FXO SIP/T.38 1 year maintenance Server and environment installation Northwoods proposes to integrate the RightFax software solution on a virtual server provided by Weld County. It is Northwoods intention to use the application server already recommended in the network architecture to minimize the cost to the agency. Revolutionizing the Delivery o/ Human Services* Proposal to Weld County DHS for Proposal SS- 2012- 1 b Pricing — Amended 11/12/2012 Conversion The costs for the conversion of the existing documents in the Documentum system are based on the following assumptions: L Conversion from a single Documentum AX system. 2. Conversion of up to 14M Image pages representing approximately 700GB's of used storage. A single file with multiple pages will be billed at the number of pages contained within — not the number of files. a. Price per additional Page = $.0079 3. AX to be converted is all scanned image data. There is no COLD or annotations considered in this proposal. 4. All image data along with the DX stub files and AX database backup will need to be provided to 4matix to perform the conversion. 5. Conversion to take place in the 4matix Northern CA data center. Source data traveling to 4matix and converted data traveling back will be on hardware encrypted USB drives from Addonics. It is unclear where the source data is stored. 6. Converted Image data will be delivered as either single page or multi -page TIFF. Images will be delivered back with their corresponding indexing data in an ASCII DIP file. 7. Other office file types (PEG, PDF, Word, etc.) will be delivered back in their native format if found. (These file types are not expected.) 8. Documents of like type (same file type) will be delivered back as complete documents. Documents consisting of multiple file types will be delivered back as separate documents. (TIFF based image data is all that is expected) 9. Pricing includes two Delta conversions. A Delta conversion is the conversion of new data added to the system after the initial conversion begins up until the point that AX no longer accepts new data. a. Each additional Delta = $3,000 Database Processing (4- addiuonai Page count If applicable) 10. Project Reconciliation. We will provide a reconciliation of the following items: a. Documents not delivered due to format b. All media received, converted, not converted, and delivered 11. Off -site conversion, The service being quoted is done off -site — in a secure lab environment. This is done for several reasons: a. The conversion does NOT rely on the legacy system b. The conversion is done from backup media c. The Legacy system (if running) can continue to support users and accept documents without being burdened by performing the conversion. d. If the legacy system fails — the conversion will be UNAFFECTED. Revolutionising the Delivery of Human Services• Proposal to Weld County DNS Request for Proposal 55-2012-16 Pricing — Amended 11/12/2012 e. Lab equipment will be dedicated to this conversion only. No internet or outside connections are available to lab equipment. r. Specific time frames will be met. g. No reliance on legacy system, unsupported software, old operating system, legacy hardware. The pricing presented herein is based on the Input, Production, Output and Delivery specifications set forth in the above referenced description. Any discrepancy may impact both price and delivery schedule. Future Licensing Considerations Northwoods will honor the following discounted costs for additional license requirements over the next 24 months: Description OnBase Named User Client OnBase Concurrent Client OnBase Workflow Named Client OnBase Workflow Concurrent Client Compass Capture Scan Station las described in RfP Solution Definition) Revolutionizing the Delivery of Human Services° City Total Price Per License Per License Per License Per License Per License $480.00 $800.00 $1,000.00 $%0.00 $1,600.00 Proposal to Weld County DHS kc'r.tucst tar Proposal SS -20I2-15 Pricing — Amended 11/12/2012 Assumptions Our pricing was based on the following assumptions: • OnBase Application Enabler includes configuration of up to 20 screens to interface with CBMS. • Regarding Workflow, Northwoods will configure 2 life cycles, New Mail and Follow-up Tickler. Additional life cycles can be developed on a time and materials basis. • Northwoods will install the out of the box reports that come with OnBase Report Services and train Weld County staff to customize or develop new reports. Northwoods can develop additional reports on a time and materials basis. • Weld County purchases and installs hardware consistent with technical specifications provided by Northwoods and within the timeframes mutually agreed to in the Project Schedule. • Northwoods provides training and implementation support for mailroom staff, front desk staff and up to 20 limited production pilot users. • Weld County trainer(s) are responsible for training and implementation support for full production users for phase I (following limited production pilot) and ail other optional subsequent phases. • Data migration integration is required to synchronize data between customer database(s) and Compass Framework databases (to provide look -up capability when capturing documents). Weld County must provide a daily data file in the data structure, format, and table structures specified in Appendix C. • Customer provides training facilities, workstations and equipment for all on -site training sessions. • Weld County IT must provide appropriate security and network access levels to all required support systems related to the project. • Weld County IT must provide appropriate access levels, procedure documentation and/or consultation for all supporting systems. • Weld County IT must provide local and remote (VAN or Hamachi) network access across network system servers, client computers, and image file shares, as well as Local Administrator authority on each designated client or server. • North woods will configure 15 form templates for Advanced Capture. We will train Weld staff how to create and configure forms. • A form template assumes that the form has a consistent structure and that index information is printed text to provide successful OCR of the document. • Form templates will auto -fill index information from the existing document type auto -fill data source. • Hyland OnBase Advanced Capture documentation will be provided as the training material during training of form template designers/administrators. • Form templates configured to use ICR must be based on forms that are well designed for ICR (defined text areas using Comb Lines, Character boxes, and other methods), to ensure handwritten text is printed legibly and facilitates successful ICR of documents. Revolutionizing the Delivery of Human Services• Proposal to Weld County OHS Request for Proposal SS•2012-16 Pricing - Amended 11/12/2O12 • OnBase provides Integration for Microsoft Outlook 2007 and Integration for Microsoft Outlook 2010, Northwoods will provide one of these modules to match the version of Microsoft Outlook utilized in Weld County uses. If both versions are utilized, one must be selected. • The OnBase software will support bar code recognition. However no professional services have been included to configure barcode recognition for forms. Additional cost for requirements gathering and barcode configuration would be required in the event this functionality is desired in the future. Revolutionizing the Delivery of Human Services• ATTACHMENT B COMPASS® SOFTWARE END USER LICENSE AGREEMENT IMPORTANT- READ GAINFULLY This Compass' Software End User license Averment ('EUTA") is made and entered Into this day of , 201_, by and between Northwoods Consulting Partners, Inc., en Ohio corporation with NS principal offices at SB15 Wall Street, Dublin, Ohio 43017, USA, (the Licensor, hereinafter "Northwoods'), and the rompany, person or entity executing this Agreements the 'Licensee" In the space provided below (hereinafter "Licensee'): Licensee's Name: license's Address: Weld County Depertsetnt of Humeri Services 315 N. 11 Ave Greefey, Colorado 80631 NOW, THEREFORE, In consideration of the mutual covenants contained herein, and intending to be legally bound. the parties hereto agree as follows: t. LICENSE. a. Software licensed, rot sold, for use pursuant to the EULA ("Software'): I) Compass -branded Software modules with respect to which licensee property submits a written purchase order to, and pays Software license fees to, Northwoods or Ns authorized solution provider. All such modules listed on Nordiwoods' invokes submitted to Licenser shall, upon payment In fug of the Software license fees, automatkafty be deemed to be added to the Software described in this EULA. whether or not the parties actually amend this EULA. 2) All "llpgradn or Enhancements' to the Software described In paragraph (I) above that teems,' properly obtains pursuant to the terms of a Software Maintenance Agreement between Licensee and Northwoods or Its authonsed solution provider. b. Subject to payment in full of the Software license fees. Northwoods grants to Licensee a perpetual Natal as herein weeded), non-exclusive, non,sssfgnebte except as herein provided), limited license to the Software detailed In subsection (a) above, In machine- readable object code form only, solely for use by licensee internally, and only for capturing, storing, processing and artisans licensee's own data. and not for use for the processing of third -party data as a service bureau, application service provider or otherwise. Licenser shaft not make any use of the Software in any manner not expressly permitted by thin EULA. c. Licensee acknowledges that each module of the Software is teemed for a spec&Bc type of use, such is concurrently or on a specified workstation or by a specified individual and that the Software controls such use. Use of software or hardware that reduces the number of clients directly arresting or Milking the Softwen (sometimes called "multiplexing' or "pooling" software or hardware) does not reduce the number of software licenses required. The required number of Software licenses would equal the number of diffract inputs to the multiplexing or pooling software or hardware. Licensee is prohibited from using any software other than the Software Cleat modules or Software API modules to access the Software or any data Stored In the Software databmte for any purpose Other than generating reports or statistics regarding system utilisation. unless Northrop& hat given Its prier written consent to Ibeneee's we of such other software and Licensee has paid to Northwoods Software license fees with respect to such access to the Software or data stored In the Software dalabese in accordance with Northr odds' licensing policies applicable to the Software modules that provide access to the Software application modules and data stored in the Software database. 0. Licensee shall be multi& to use one (1) Production copy of each Software module licensed. in addition. Licensee shall be entitled to license: one (1) additional copy of each Software module licensed for customary remote disaster recovery purposes rOhaster Recovery System"); and one (1) additional copy of each Software module licensed to be used esclusitely le a non -production em ironment and solely for the purposes of experimental, development, integrating and testing the Software and training licensee's employees on the Software ('vest System'), Northwoods reserves the right to further define the permitted useis) and/or restrict the nets) of the Test System. NORTHWOODS MAKES NO WARRANTIES WITH RESPECT TO ANY SOFTWARE USED IN ANY NON-PIODUCTION SYSTEM AND PROVIDES THE SOFTWARE 'AS IS.' 3. Licensee's sole recourse In the event of any dlaotlsfaction with any Software nod in any non -production system is to stop using such Software and return It to Northwoods. Licensee that not make additional copies of the Software. e. Licenser agrees: (1) not to remove, obscure, make illegible, or after any Northwood,, Compass or other proprietary notices, trademarks, logos, or copyrights in the Software from any packaging or documentation; (2) not to distribute, reproduce, sell, transfer, rem, lease or sub'llcense the Software or documentation to any third party; 43) not to e. alter or modify the Software; (4) not to reverse engineer, disassemble, decoenplle or attempt to derive source code from the Software, or prepare dertvatwe works therefrom; and IS) not to publish to a third party any results of benchmark tests run on the Software without Norihwroods' prior, wAllen Content. P. Licensee may not assign, transfer or sablkense all or pan of this EUWA without the prior written consent dl Northwood'. g. Licensee may not make any use of the Disaster Recovery Syilem In a production environment concurrently with the operation of any other copy of the Software in a S. production environment. I• Z. h. From time to time Northwoods may male "beta" copies of proepective new versions of the Software or of potential new &Mtwara modules Mats Software") available lot Licensee's use fn the Test System and Licensee may elect to license and use the Beta Software lo the Test System. LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT ANY BETA SOFTWARE IS A PRE-RELEASE VERSION ONLY, IS STILL UNDERGOING TESTING AT NORTHWOOOS AND 1S NOT A NORTHWOODS COMMERCIALLY RELEASED PRODUCT Except for the provisions of Section Sp), (bland (c) and Sadao 7 of this EULA. which shall not apply with respect to any Beta Software, Mimes acknowledges and agrees that of ecru Sehware adhered fn act rrdeece with this pwapaph shall be considered to be 'Software' for all purposes of this EULA. Notwithstanding anything to the contrary, as to any Rep Software. this EUtA and the limited license granted hereby will terminate on the earliest of: (a) ten (10) days after the date of deliver/ by either party to the other party of written notice of termination of the beta testing period for such Beta Software; or lb) the data of Northwoods' commercial release of the Real version of wen seta Software for licensing to es end users generely. Upon Pepiratlon or other termination of such period. Licensee mimedotety shall discontinue any and all use of the Beta Software and related documentation and remove or perm* Northwood% to deactivate the Beta Software. The termination of this EULA, as to tiny Beta Software, shall not affect the continuation of this ELBA as to any other Software that has been licensed and is in use by Licensee In accordance with the terms of tills EULA. i. From time to time Licensee may elect to evaluate Certain Compass' software modules that It has not scensed and does not currently use in its production environment ("Evaluation Software"). For the purpose of determining whether or not to purchase a production license of such Software modules. Evaluation Software is licensed tor Licensee's use In Ueensee's Test System. Eacept for the provisions of Section 5(a), (b) and is i and Section 7 of this ELM, which shell not apply with respect to any Evaluation Software, Licensee acknowledges and agrees that all Evaluation Software delivered in accordance with this pampaph shall be considered to he 'Software' lot as purposes of this EULA. Notwllhstaeding anything to the contrary, a to any Evaluation Software, this EWA and the limited license panted hereby situ terminate on the earliest of: (a) thirty 130) days after the date such Software is KWat d (or use le licensee's Test System; or (b) tmmediatdy upon the delivery of written notice to such effect to Licensee. Upon capitation or Other tarrniratlon of SUM period. Licensee Immediately shall either Iv) disconllnue any and all use of the Evaluation Software and related documentation and remove or permit Northwood% to deactivate the Evaluation Software; or (a) deliver payment In full of the license price that has been agreed upon for such Software to Northwoods (If Licensee purchases times for Software dlrectb from Northwoods) or to Northwood%' aushonpd seirtton provider Of Licensee puncheon thews for Software through such auMoreed toi tlon provider), and conflim In wltke to Northwoods that such Evaluation Software is added as additional Software licensed for licensee's ire In Its predation environment and Licensee's Teat System under this ERA. The termination of this EUTA as to any Evaluation Software shall not affect the continuation of this EUTA as to any other Software that has been 'lensed and is In use by Licensee in accordance with ate terms of this EULA. Upon eepiratIon er other termination of any period of use of any Beta Software or of any Evaluation Software that Minnie elects not to purchase a licerue for use in Lkentee's production environment undo this EULA, Licensee agrees that It will provide to Northwoods remote access ea L cerise's !peens on which such beta Software or such Evaluation Software is Instated for the Melted purpose of permitting Northwoods to deactivate such Software. OWNERSHIP. Northwood' owns the Software, Including, without limitation. any and all .roridwlde intapectual property rihts, copyright, patents, trade secrets, trademarks and proprietary and confidentgl Informstloa rights in or associated with the Software. The Software is protected by copyright laws and international copyright treetlef, as well as other Intellectual property lows and triodes. No ownership rights In the Software are transferred to Licensee Licensee agrees that nothing In this EULA or associated documents awes tt any right, tills Of interest in the Software, except for the Pinked express rights granted In this EUTA. INSTALLATION. Licensee may retain Northwoods or the Northwoods authorired solution provider through which Licensee orders the Software to provide insta*ason services. If Northwoods is relined, the parries will enter Into a separate Purchase Agreement or other contract governing the procurement and performance of such se ekes. Unless otherwise provided for In the Purchase Agreement or other contract Licensee Is responsible for hardware and noMkensed software for Me Installation, operation and support of the Software. LICENSEE OILIGATIONS, Licensee acknowledges and agrees that It is solely responsible for the operation, supervision, management and control of the Software, Including but not limited to providing training for Its perform& (except as otherwise provided for In the Statement of Work). Instituting appropriate security procedures and implementing reasonable procedures to a amineandveriy al output before use. In addition, Licensee is solely responsible for its data, Its database and for maintaining srltable bedtime( the data and database to prevent data loss in the event of any hardware or software malfunction. LIMITED WARRANTY. CONFIDENTIAL l of 2 Relgn: September X. :Of f a tar a period of testy 160) days from the date of first inhalation of the Software at Licensees site, Northwood' warrants to Licensee that the media on which the Software o distributed ate free from defects In materials and In wortitmamhtp. A I) For a period of slily Rio) days from the Maintenance Commencement Date (as defined below), Notenwoods *torrents to licensee that the Software. Mien property nstalied and properly used, will operate sutetanttly M accordance with the user documentation published by Northwoods related to the Software that is "whaled with the Software, including user manuah, and that relates to the functional, operational of perforoante daunteristlts of the Software ('Documengyon•). The terms of this warranty shag not apply to, and Northwood' shall have no liability for, any nontonfurmky related to any Software that has been: (1) madded by licensee or a third party; (it) used In combination with equipment or software other then that which is consistent with the Documentatfo n; or (Ili) misused or abused. Northwoods does not warrant that the functions contained in the Software will meet Utereee's requirements or that the operation of the Software will be uninterrupted or error free. 2) For purposes of Nut warranty. the term 'Maintenance Commencemewl Date' as to any Software means the fins date that: (1) a copy of the Software has been delivered to licensee (either by shipment of media containing the Softwwre, downloading of the Software onto licensee's systems in connection with the Installation of the Software. or the Software being made available for download by licensee from a web site identified to Lhtenseel: and IN►kcense codes or a Software certlicaae necessary for Licensee to activate the Software for use have been delivered to Licensee or made agNabie for download by licensee. c Licensees sole and anlhwlwe remedy fora breach of the express bolted warranties under parattrais (al or Rif shill be at follows. Provided that, within the applcabk 60 - day period, Licensee notifies Northwoods n writing of the non -conformity, Northwoods will either: (1) repo or replace the nonconforming media or Software, which In the case of the Software may include the delivery of a commerciaty reasonable workaround for the nonconformity; or (2)11 Northwoods determines that repair or repiactment of lie nonconforming media or Software a not commerclally p rte abie, then geminate this EULA with respect to the Software associated with the nonconforming media at with respect to the nonconforming Software, in which event. upon compliance by lkensee with Its obligations under Section 9, Northwood' well refund any portion of the Software license fees paid prior to the time of such termination with respect to such Software. d. NORTHWOODS AND ITS SUPPUERS DISCLAIM ALL OTHER SOFTWARE WARRANIIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPtED WARRANTIES OF MERCHANTAIIUTY A110 FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING At STATUTE OR OTHERWISE W LAW OR MOM A COURSE Of DEALING OR USAGE OF MADE. MANSE( SPECIFICALLY ASSUMES RESPONSIBRo y FOR TILE SELECTION OF THE SOFTWARE TO ACHIEVE ITS $USINE SS OBRiCTIVES e. No oral or written information glue by Narthwoods. Is agent, or employees shall create any additional warranty. No modlftcaton or addition to this warranty Is aulhoroad unless It Is set forth In writing, references this EUtA, and is Agned on behalf 1 Northwoods by a corporate oaken 6. UMITATION Of UARILfTY. IN NO CASE SHALL WORMWOODS' IfABILITT EXCEED THE AMOUNT OF THE SOFTWARE LICENSE FEES ACTUALLY PAID BY LICENSEE. IN NO EVENT WILL NOATHW00DS OR ITS DIRECT OR INDIRECT SUPPLIERS BE LAKE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR OTHER PECUNIARY LOSS ARISING OUT OF OR M CONNECTION WITH THIS AGREEMENT OR ANY USE OR INABILITY TO USE THE SOFTWARE, EVEN IF NORTHWDODS OR SUCH SUPPUERS HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES. NORTHWOOOS AND ITS V Ipes ORS ARE rynt !fSPONSISLE FOR ANY COSTS It:CL.ilW:G. WiTHOuT siMhiAiNN, LOSS Of BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION, THE Cost Of RECOVERING SUCH DATA OA WFOONAMION, VHF COST OF SUa5T1rlRE SOFTWARE. OR CLAIMS BY THIRD IMAMS- ?. MAINTENANCE. Licensee may purchase software support services from Northwood: or the Northwood' authorised souton provider through which Licensee hat ordered the Software pursuant to the terms of a separate Software Support Agreement. I. INVOKES AND PAYMENTS. An invoice will be provided to the Licensee within ten (10) Witness days from the date the software is inland d to the licensee and will be due Perak within thirty (301 days after receipt or Invoice. Failure to remit payment within thirty 1301 days may result In the termination of this EUWA 9. AUOrT RIGHTS. Northwoods may audit the records of Licensee to ensure compience won the temu of this EULA. Northwood', or Na 'whetted solution povider, wlN notify licensee la writing at least ten (10) business days poor to arty such audit licensee oral cooperate by providing access to any books, computers, records, or other information the relate or may be related to use of the licensed Software. Any suds audit ail be conducted during Ikeenees regular bushiest boas at licensees offices and will not interfere unreasonably with licensee's birslnes. activities If an audit reveals unau(herlted use, reproduction, distribution or other eaploitallon of the Licensed Software, then Licensee will promptly reimburse Northwood' or its authorised solution provider for the cost of such audit, M addition to the underpaid ken,. fees, any associated fees for Maintenance and Support. and any other such rights and remedies as Northwoods may have. CONftOENTtAI COMPASS. SOFTWARE END USER LICENSE AGREENEI 10. TERMINAfON. Northwood' may terminate this EIX.A NmoedWety and any license use the Software will automatically terminate without notice If Licensee fails to comp with any provision of this EUTA. Upon termination of this EWA for any reason. Inc odes but not limned to, thosespecified In this Section 10 or M Sections S or B. Licensee its, immedltely: (a) discontinue any and all use of the Software and relate decumematlon; (b) return the Software and any related ddcumenutIon to Northwood and Ica certify In wrung le Natlewoodt that Licensee has completed the preterit, actions. The obligations of Licensee under the preceding sentence and all dbdakthers warranties and 1bnftatlora of liability set forth In this EUtA shall survive any terminator 11. DISCIA(MEI OF AGENCY. This COLA does not constitute a partnership agreement, nc does a authorise North woods or the Licensee to send as the apt representative c agent of the Other. Neither party hereto wet have any right of authority to assunk create. Or lneur any liability or en obligation of any kind, express or Implied, against, I the name of, or on behalf of the Other party. ti. SEVERAIILITY. in the event that a court of competent jurisdiction determines that an portion of this EULA s unenlorceMe. it shall not afleet any other provisio nt of du EUtA. 19. NOTICE. All notices, requests or other communications required to be given pursuant t tik EULA shall be M writing, shall be addressed to the recipent party at its priisplpa plane of business or to such other address as the recipient party may direct in With' and shall be personally delivered or sent by certified or registered U.S. man, retunn receipt requestet or by prepaid commerCW overnight courier. All notices, request o other communkal ant debated as specled herein shall be deemed to have been &Mel and received on the date personally delivered or on the date deposited in the U.S. mat or with the commercial overnight courier. 14. GOVERNING LAW. The taws of the State of Ohio that govern this EULA, Mason regale to the conliict of laws principles thereof. The parties mutually agree that the 19th United Nations Comentson on Contracts for the International Sale of Goods, a, amended shall not be applicable with respect to this EULA, Licensee agrees that it wit not import of re-export, *redly or Indirectly, the Software to destinations prohibited tit the U.S. Deportment of Commerce to accordance with the U.S. Export Administration Regulations. IS. 1URISOICTRIN. this Agreement and any claim, Acton, sue. proceeding, or dispute arbung out of this Agreement shall in all respects be governed by, and Interpreted in accordance with, the substantive laws of the State of Ohio without regard to its conflicts of laws provisions. demesne jurisdiction for any action, wit, or proceed of this Agreement shall vest eacush in Yng arising out ely the federal or sate [aura 01 general h+risdkt4n in Franklin County, Ohio 15. ENhldi AeREE MENT. This EUtA (Including the eshibis and schedules attached hereto) constitutes the entire agreement and nadersundlng of the parties with respect to the subject matte hereof and supersedes all prior and contereporaneous agreements. documents and proposals, oral or written, between the parties with respect thereto. ma Ecru may be amended or meddled only by an agreement In writing signed by each of the parties and may not be modified by count of conduct. 17, U.S.„ STATE AND LOCAL GOVE*UlMENT ENO USERS- The terms and conditions of this EULA sisal pertain to the Goverresawt s use and/or dladewre of the Software. and shall supersede any conflicting contractual terms or conditions. by accepting the terms of this EULA and/ et the delivery of the Software, the Government hereby agrees that the Software euelifies as *commenter computer software within tin meaning el ALL federal, tale and local acquisition regulation(s) applicable to this procurement and that the Software is developed estchoh,ely at private empense- N MU license fake to meet the Government's needs or is Inconsistent M any respect with federal, state or local law, the Gotrerement agrees to return the Software to Northwood'. In addition to ill Warn. where OFAAS Is appkable, use, mo/katlon, reproduction, release, display, or dlsdowee of the Software or documentation by the Government is sublet solely to the teens or this EUtA, as stated In MARS 227.7202, and the terms of this EULA shall Supersede any conflicting contractual term Or conditions. 2(02 %Wafar. 51epBmbm3R 201T ATTACHMENT C This Compass* Software Support Agreement ("Agreement") is made and entered Into this _ day of , 201 by and between Northwood: Consulting Partners, Inc , an Ohio corporation with its principal offices at SB1S Wail Street, Dublin, Ohio 4)017, USA. (the Licensor, hereinafter `Northwood:"), and the company, person or entity executing this Agreement as the "licensee" In the space provided below (hereinafter "licensee"): Licensee's Name. Weld County Department of Truman Services licensee's Address: 31S N.11u'Ave. Greeley, Colorado 80631 RECITALS; WHEREAS, Licensee has licensed the specified software from Northwood: pursuant to the terms of an End User License Agreement as the same may be amended or modified from hme to time, hereinafter referred to as the *Elite); and WHEREAS. L'ensee desires to obtain, and Northwood: I wining to provide, technical support services for the specified software and the delivery of generdy released upgrades and enhancements with respect to such software from Nonhwoods; and WHEREAS, licensee has been advised of the various support offerings provided by Northwood[ and has elected to purchase: Silver Level of Support Gold Level of Support Meese hdtl& In the space Platinum level of Support neat to the support Additional environment support elfedne(s) you hew dozen NOW, THEREFORE, in consideration of the mutual covenants contained herein, and Intending to be legally bound, the parties hereto aree as follows: 1 DEFINED PERMS. The following terms shall have the meanings set forth below for all purposes of this Agreement: a. 'Consumable Items Includes all materials that can be used up and must be replenished. Examplesof Consumable Items include, but are not limited to: printer, toner, scanner lamps, rollers, gloss, cleaning sheets, data tapes, CDs, Gyps, etc. b. 'covered Hardware is defined as hardware 11) purchased through Narihwoodt, as detailed on Northwoods' Invokes that licensee has properly paid, and r2) installed and configured by Northwood:. c. 'Cevercdjgfhsare means (1) the current released version of the Commercial Off -The. Shelf ("COTS') Compass' software licensed by Licensee From Nonhwoods under the EuLA, as detailed on Northwoodf invoices that the licensee has properly paid; (2) at any time after Northwood: has delivered to licensee a new version of such computer software as a Patch, Upgrade and/or Flt under this Agreement, the released version of such computer software last released prior to the current released version; provided that the Covered Software will not include any prior released version of such computer software that has been superseded for more than twain yeas las determined front the dale that Northwoods Rest announced publicly, through its web site or otherwise, the general release of the neat later version of such Computer software) by any later released version of such computer software: and (3) the current released version of the COTS Document Management Software ("Covered MS Software') of which Northwood: is a Mueller that Is (a) licensed by Licensee through Northwood& as detailed on Nortliwaods' Invokes that the licensee has properly paid and (bl Installed and/or canhgured by Narihwoods. d. 'j yyn{ed,Oatgge or 'Covered oaLWse Software means the database software or the index data and/or linage data stored In the database that Is (1) purchased through Northwoods as detailed on Northwoods' invokes that licensee has properly paid, and I2) intellect and configured by North woods. e. 'Coverts Omeratkr w....+ (sometimes ab&evyted 'tiO5') is the software program that, after being initially loaded Into the computer by a boot program, manages all the other programs in a computer and that is (1) purchased Pinup) Nonhwoods, as detailed an Northwood:' invokes that licensee has Properly paid, and (2) Installed end configured by Northwood:, f. 'Layered Thad Party Aoulkatbng" means any third party software that is (LI licensed by licensee through Northwood% as detailed on Northwood'' Invokes that the Gcertsee has properly paid and (21 Cuteled and configured by Northwood:. g. 12ggigagawkle means electronic on-line material, Including user manuals, provided by Northwood" for the Covered Software and that relate to the functional, operational or performance characteristics of the covered Software, h. lice or 'emblem" when used In the contest of the Covered Software operation strap mean a demonstrable instance of adverse and incorrect operation of the Covered Software that impacts Licence's ability to utilise a function of the Covered Software: (1) as provided for In the current OocumeMation published by Northwood:; or (2) that was available prior to the report of the Error or Problem. I. 'tad' is defined in the Recitals to this Agreement i- 'three Strike( are Support Services provided by Northwood' on behalf of licensee at a lkpnsee-detlgrated physical location other titan the Northwood% offices or location. k. 'PatCMesL}(grade(s, antFlgeij" means any and all new veislone, Improvements. modifications. upgrades, updates flies and additions to the Covered Software that Nonhwoods commerWlp releases to its end users generally during the term of this 4 h 2) COMPASS® SOFTWARE SUPPORT AGREEMEN Agreement to correct deficiencies or enhance the capeflities of the Covered Softwar together with updates of the Documentation to teller such new version improvements, modlfkatloru, upgrade& hats or additions; provided. however, that it foregoing stall not include new, separate product offerings, new modules, r patronised software, new business process consulting, workflow changes or ne hrnctionaety. I. '$u000rt Servktl' means ae profeeaion et services provided under this Agreement Northwood:, subject to the Support level actually purchased by Licensee, as noted I the Recitals to this Agreement. 2. sUPPOIITSEAVIcIS. a, Si1s'e1 Leve►. 1) Remote Support of rae Covered Softwore, Nnrlhwoods stall: (1) use Its commensal' reasonable efforts to remotely correct arty properly reported Er►orft) in the Covers Software that are confirmed by Norttnvoads, in the exercise of Its commerrlad reasonable Judgment; (2) use Its commercially reasomabie efforts to remotely cornet any property reported :track) (non -conformity to functional specifications mutual agreed upon by Northwoods and Licensee) In any configurations of the Coverc Software that are created by Northwoods or any Integrations of the Coverer Software with other applications. software or hardware that are configured o created by Northwood:, which are confirmed by Northwoods. In the exercise of it commercially reasonable judgment: and (3) upon the request of licensee, provde remote technical support and assistance and advice related to the operation and use of the Covered Software by Mere* a a production environment. plus ant additional, non'produnWn environment(S) for Which licensee has elected to pay fo, additional environment support, or any problems with any of the foregoing Northwood: shall undertake to confirm any reported defect(:) described in thte clause promptly after receipt of proper notice from licensee in accordance with Northwood:' current defect reporting procedures. Northwood' shall perform services In an effort to correct confirmed Errors In the Covered Software, or In configurations or Integrations created by NOrthwooda, promptly attar making such confimatkn 2) Sreppo4Center Access. Support Services generally will be available during the hours of gp0 a,en. to etc PAL, Eantem Time, Monday through Friday, excluding Northwood: hotlday& Or as otherwise provided by Nottftwoods to Rs end users purchasing continuity Support Services Si the normal course Olt; busies& either by telephone a through a rernate control connection to the end.user client or server computer. licensee acknowledges and agrees that Northwood% requires on -Ilse access to the Covered software entailed on licensee's unarms in order Ins Northwood: to provide remote Support Services hereunder. Accordingly. Licensee shalt Install and maintain, at licensee's sole coil and expense, properly functioning and appropriate industry standard communications software approved by Northwoods: and licensee shall establish and mai1Nn, at licensee's sale coat and nowise. an adequate secure or dedicated connection with Northwoods to facd'Aate Nortnwoods' remote %repot Services. 3) PettisUpgrades and Fares. Northwoods wyl prow** to licensee, according to Northwoods' then current poecle& all Patches. Upgrades and Flees to the Covered Software released by Northwoods during the term of this Agreement Northwood' MR uae Its best efforts to remotely M itaa on behalf of licensee any inch Patches, Upgrades, and Flees but, to the patent the ►atch. Upgrade, and/eta FM cannot he Inetatled by Northwoods remota/. licensee may request the necessary Onslte Services in accordance with Section 2(a)ill below. licensee ackeowtedg1 and agrees that Northwood: has the right, at any lime, to change the speNRcatlons and operating characteristics of the Covered Software, and Natlwvoods' poetics respecting Patches. Upgrades and Flees and the refuse thereof to end users. Any Patches, Upgrades and rises to the Covered Software and Documentation Mon remain proprietary to Northwood: and/or its suppliers, shell be the sole and ractusive property of Northwood' and/or its suppliers, and shall be subject to all of tee restrictions, limitations and protections of the EULA. All applicable rights to Mend, eopt'rlgMo, trademarks, other intellectual property rights. applications br arty of the foregoing, and/or trade secrets in the Covered Software, Documentation. and arty Patches, Upgrades and Fuses are red shah remain the exclusive property of Narthwoodsend/or its supplier& Onsfte Services. Upon the renewable request of licensee, and submission of a purchase order for such services agreeing to pay for such services on a time and materllls basis at Northwood: thin -current rates for such services. Northwood' may provide Onslte Services at tkuuee's facilities in camection with the conaedon of any Efforts) involving the Covered Software that is not functioning In either a production etwlronmernt or non -production e.wtronment(s) for which licensee has elected to pay fees soy additional environment support. Gam. Gold level Support lecludes everything outlined In Section 2(a) (Silver level) above. plus the following: } Remote Support of Covered 0orobose(s). Nonhwoods WA provide remote, fist Ilene of support and Iroubleshootktg for the support of any Covered Database. If, In the sofa dbCreUo,i of Northwood& the tasue requires escalation to the software manufacturer. Northwood, will act as a liaison bemoan uunsea and the softeere manufacturer for support and troubieshooting. Remote Covered Operating System Support. Northwood: will provide remote, that line of support and troubleshooting for the supped of any Covered Operating Co1fAgI SOFTWARE SUPPOer AOREENENT System. If, in the sole discretion of Northwood; the Issue requires escalation to the software manufacturer, Northwood' will act as a Raison between Licensee and the software manufacturer for support and troubleshooting. 3). Pentair Support of Covered Third Petty Applications. Northwoods will provide remote, hest line of support and troubleshooting for the support of any Covered Third Party Applications- II, in the sole discretion of Narthwoods, the issue requires escalation to the software manufacturer, Northwood' will act as a liaison between Licensee and the software manufacturer for support and troubleshooting, 4). Remote Support Of Covered Hdrdie re. Ndnhhroods will provide remote. No Erie of support end eroublesheotf q for the support of any Cowered Hardware- If, In the sole discretion of Nartheoods. the Issue requires escalation to the hardware manufacturer, Northwoods will act as a liaison between lkensee and the hardware manufacturer for support and troubleshooting. S).Oniite Services. Upon the reasonable request of Licensee, and submission of a purchase order for such services agreeing to pay for such services on a time and nseterlalt basis at Northwood'then.cunent rates for such services, Northwoods may provide Onslis Service' et Licentee's fadiities M connection with the correction of any Errors) Involving the Covered Software that is not functioning in a production environment or non -production environments) far which Licensee has elected to pay fees for additional environment support. c. PfaUnum Level. Platinum Level Support includes everything outlined ;n Sections 2(a) (curer levet) and 2(b) (Gold Level above, plus the renewing: tl Onun Services, Northwood' wit provide first line remote support and troubleshooting for all Covered Software, Covered Database Software, Covered Operating Systems. Covered Third Party Applications, and Covered Hardware. Should Northwood' be unable to successfully resolve the issue remotely, however, Northwoods wet in its sole discretion, provide one or more support proiesslonalt to provide Onsite Services for Uceneee to actively resolve the issue. Omke Services do not Include Irstallatlort, set up. Of telling Of new equipment, operator training or re- training or replacement of Consumable firms. Omer 5ervkes feral* will be available during the hours of Leo a.m. to S.:00 p.m., in the time sone of licensee, Monday through Friday, eududing Northwoads holidays. 2) Onsite Response Time. Northwoods or Nortltwoorb' appointed Agents or Subcontractors wig use best efforts to provide timely response to ail ails for service from licensee. For purposes of this Agreemer,, timely response will be defined as a Northwood% consultant arriving at the Licensee's deslgnaled site within few (41 business operating hours Including travel tlmel(LOoaen to S:00pm in the time zone of Licensee, Monday through Friday, excluding Northwood' Widget of Northwooda' dete:minaten that ensile support Is required to address the licensee's issues. This determination wit be made by Northwood' ererciiblg reasonable commercial discretion. Exceptions to the 4 -hour on -slue response time Include any unforeseen events prohibiting Northwoods from meeting the response time that are reasonable and beyond the control of Nortbwoods 3) Porches, Upgrades and Fires. To the extent that there are mayor Patches. Upgrades or Fias to the Covered Software that cannot be installed by Northwood' remotely, and upon request of UcKtee, Northwood' well make available up to one II) Millar Patch, Upgrade or Fa per year to Licensee, veil provide all professional services hoes and resources necessary for such invitation, and will train up to two (21 of licensee's System Administrators an the new functionality of any such installation. 4) Servtrr Health Curdle. Northwood' will conduct remote server checks on the memory capacity and general operition of licensee's servers on a pelodc (not lees than monthly) basis and will eommuricate to licensee's System Administrator concerns over the health of licensee's severs, ttrerle witi rte-:.- . -..Loden'„ .x nee: b th' ' support manager or designee to awes" Ucensee's setfsfaction with Northwood'' responsiveness le Licensee'' needs and to respond to questions concerning the Corneae. Software Support Agreement. d. 5wurp sqs. Northwoods is not responsible for providing. Or obligated to provide, Support Services or Patches, Upgrades and Flues under this Agreement (i) in cenrectlen with any Errors or Pnoblenss that result In whole or In part from arty alteration, revision, change, enhancement or niodiftcatlor of any nature of the Cohered Software, including any configuration of the Covered Software that was not undertaken by or authorized in waling in adhance by Northwood'; (fl) in connection with any Err( if Northwood% has previously provided corrections for sigh Errol. which correction Licensee chose not to implement; (CI) in aonnettion with any Errors or problems that have been caused by defers, alterations, revisions, changes, enhancements on modifications in the database, operating system, third party software (ether than third party software bundled with the Software by Hethw0ods) hardware or any system or networking utilized by Licensee; (Iv} if the Covered Software or related software or systems have been sublected to abuse, misuse, improper handling, accident or neglect; (w) It any party other dam Northwood' has provided arty services in the nature of Support Services to Licensee with respect to the Covered Software; (vi) In connection with any Errors Of Problems that occur in arty non -production environment, unless Licensee has elected to pay for additional environment support. Any upgrades, support or troubleshooting requested for non -production environment for which Ikea.** hes not paid 'Melon' entronnent fees h aveiab1e at the sole discretion of Northwood' and Northwood' reserves the right to bill for any such request on a time and materials CONf10ENTIAL 3 a b r. d. e f. 4. a. barb at Northwood' then -current rates; (vii) where applicable, in connection with any hardware systems, operating systems, database systems, network operating systems, hardware drivers. or any software or hardware enless specifically 'covered" by this Agreement and by the reliant support level pursuant to the defined terms herelnabove; or Mil) In connection with any Covered Hardware, Covered Database Software, Covered Operating Systems, Covered Third Party Applications and Covered DMS Sofewere far which the menufadwe has ceased providing support. Further, eatepl as otherwise explicitly provided for ebewhere. Northwood' h not responsible for end user training of retraining, preventative support visits by Northwoods technicians, forms creation services of any type, business process consulting, workflow IHecycle creation or modification, services to bring the system beck to *akin" order after changes have been made by anyone other than Northwoods to the system or supporting systems, to the desktop Image, to hardware, new operating systems, or repairs or adjustments necessitated by the moving of hardware. The exclusions outlined In this section are applicable to all levels of Software Support. . LICENSEE'S iE3PONSIilLFfES, . Operation of the Comet Software. licensee actnowledges and agrees that It Is solely responsible for the operation, supervision. management and control of the Covered Software, Including but not linked to providing training for Its personnel, instituting appropriate security procedures and implementing reasonable procedures to examine and verify all output before use. In addition; Licensee is solely responsible for its data, its database, and for maintaining suitable backups of the data and database to prevent data loss In the event of any hardware or software malfunction. Northwoods shall have no responsibility or liability for data toss regardless of the reasons for said toss, Northwoods shall have no responsibility or liability for Licensee's selection or use of the Covered Software or any hardware, third party software or systems. . licensees lmefementaten of Error Correctlgns all Patches lieus to ades and Fee order to mahttaln the integrity and proper operation of the Covered Software. licensee agrees to implement, In the manner Instructed by Northioods, all Error corrections and Patches. Upgrades and Flees. Licensee's Whore to interment nt any Er corrections or Patches, Upgrades and Flees of the Covered Software as provided la this Section 3(b) shall relieve Northwoods of any responsibility or liability whatsoever for arty failure or malfunction of the Covered Software. as modified by a subsequent Error correction or Patch, Upgrade and En, but in no totevent shall Licensee be relieved of the responsibility for the payment of fees and charges otherwise properly invoiced during Use term hereof. :raffia Administrator. Licensee agree to provide at least one (II 'System Administrator' responsible for the admNusiration, supervision, management, and control of the Covered Schwan. Licensee also agrees that alt Covered Software support incidents raised by Ucrsee's personnel will be reported to the System Administrator, who will provide the Ingleresearch, Investigation, and troubleshpotsng Into the support incident. in the event the support Incident can be resolved without Northwood% the System Administrator'all provide the support resolution et) licensee personnel. If, after inkal research and investigation Into a support question, the System Administrator Mermenthere is an Error or Problem with the Covered Software, the System Administrator wit report the Eno, or Problem to Norshwedds, licensee agrees that al communications retarding Covered Software Errors and Problems will be between the System Administrator and Northwoods. Notice and OecutnentaUoe of Enos. Licensee shall give prompt notice of am/ Errors in de Covered Software discovered by Lkenaae, Or otherwise brought to the attention of Licensee, in accordance with Northwood'' than current defect reporting procedures. Proper notice may Include, without limitation, prompt telephonic or written notice to Northwood' of any ahead Error. if Nertitwoods requests. Licensee agree§ to provide der yprta :n • �— •- w s:, ,.0 ••••• •, r.ow,a T.C.T.,.,.,r fi,iLiwii4u'S id ii,a detection and correction of said Errors. Acres to Premises and Arstome. Licensee shall provide reasonable access to and use of licensees premises, computer herdwere, peripttehk, Covered Scherer*, and any other software as Northwood' deems necessary to diagnose and correct any Errors or to otherwise provide Support Services. In addition, Licensee acknowledges and agrees that feriae a third party provider may be retained by Northwoods to provide Error corrections or ether Support Services directly to Licensee and. accordingly, Licensee shall provide the same access directly to such service provider. Such right of access and use shall be provided at no cost or charge to Northwood' or the third party service provider. NdtwtkJnfrastructure. Licensee agrees to maintain all requited network Infrastructure to ensure persistent connectivity between Licensee's workstations and servers. This includes necessary networking hardware and associated solware configuration and security settings. araL esse licensee agrees to perform daily back-ups of all application related systems, databases, and data feet and to maintain current back-up copies of oilier pertinent systems and data Ile. FEES, PAYMENTS, CURRENCY AND TAXES. Anneal Sort Fes. Licensee shall pay to Northwood' annual support fen in the amounts Invoked by Northwoods. ) radial Software. The loyalty that will be provided pursuant to this AgrMtwent shall set forth the aggregate invoice amounts for Initial annul support fees for each Covered Software module's) Initially licensed, and for all Covered Software modules 2ot5 ReWstan: July 11, 2012 COMPASS@ SOFTWARE SUPPORT AOREEMENI inellfy licensed in the aggregate Licensee shall be required to submit a purchase order for this Agreement, a the amount of the initial annual support fees due hereunder, simultaneously with licensee's submission of Its purchase order for the license of the Covered Software under the EULA. 1) Additional Software. Northwoods shall Invoke Licensee for annual support fees for all Covered Software modules that Licensee additionally licenses under the EULA promptly upon acceptance of Licensee's purchase order for the purchase of Support Services For sett. Covered Software. 31 Renewal Periods. Northwoods shall invoke Licensee for annual support fees for renewal terms at least SNIT (60) days prior to the end of the then-cuntnt term. 4! Time and Materiels Charges. Notwithstanding anything to the contrary, if Licensee requests! (1) Support Services Mat Northwood' Is not obligated to provide based on the level of support purchased by Licensee, and Northwoods agrees to provide such requested Support Services notwhhslanding the ptovnlons of Section i(d), then Licensee agrees that such Support Services sham not be covered by the annual support fees under Section 41x). Licensee agrees to pay for suet. Support Services at Northwoods' standard time and materials rates. Northwood' shall Invoice licensee for all time and materials charges hereunder. b. lncidertel Catalog Expenses. Licensee shall be responsible for all incidental costs and expenses Incurred by Northwoods In connection with the performance of this Agreement. Examples of incidental costs and expenses include, without limitation, all costs and expenses for tools, supplies, accsslorler, media and other expendables purchased or otherwise used by Northwood,, aniline connettwn charges and outaf- pocket expenses incurred at licensee's request, Inducting but not limited to travel, meals and lodging expenses for Onslte Services. Northwood' shag Invoice licensee for all incidental costs and expenses provided pursuant to Sections 21.X4( and 211(5). c. Paymenet Remedies. 11 Anneml Support Pees. LkeMee shalt pay all invokes for annual support fees in full net terry (30) days kom the date of Invoke. 2) Other Payments. Licensee shall pay ad other Invoices hereunder In full net shirty (30) dawi int the date of invoke. 31 Remedies. All peat due amounts shell bear interest at the rate of one and one -ball percent (1.S%) Per month (or, N lower, the maximum lawful rate) from the date due through the date that such past due amounts and such accrued interest are paid In tut, In the event of any default by Licensee In the payment of any amounts due hereunder, which default continues uneremedled for at least ten (Ill) calendar days after the due date of such payment, Northwood' shall have the right to cease to provide any Support Services and Upgrades and Enhancements to Licensee unless and until such default, and any and all other defaults by Licensee hereunder, have been cured. 4) U.S. DoPors. All payments by Licensee to Northwood' shall be made In U.S. dollars. d. Taus and yfmremn.ental Cftuees. In addition to any and all other payments required to be made by Licensee hereunder, Licensee shall pay all taaes and governmental charges, foreign, federal, state, local or otherwise (other than income or franchise taxes of Northwood'), however designated, which art levied or Imposed by reason of the iransactlonscontemplated by this Agreement Including but not tinned to sales and use taxees, e,clse taxes and customs duties or charges. Licensee agrees to make any and all required tax payntemsdirecthy to the appropriate taxing authority. e. Si o,t Fey Increases i) Siker terel. Northwood. will Increase annual support fees for each renewal term, provided that such increase will not exceed, In the aggregate, the greater of (Al the annual support fee for the immediately preceding renewal term Increased by the percentage increase in the Denver/Boulder Coneurner Price hides (CIN) for the I2 - month period preceding he renewal Tate, or (e) the anneal support lee for the immediately pediog renewal term Increased by three and one-half percent (3 2) Gold Level Fer a period of three (3) years following the execution or this Agreement. provided Licensee remains current on is payments at the Gold Level, Northtwads will not increase the support lea payable under this Agreement. At the end of the Initial three (3) year term, and every three (31 years thereafter. Northwood' will increase the support fee In an amount that It the greater el (Al the annual support fee for the immediately preceding renewal term increased by the percentage increase in the Denver/Boulder Consumer Price Index (CPI) for the 12.month period preceding the renewal date, or (8) the annual support fee for the inunedlately preceding renewal term Increased by three and one-half percent (3 B%). 3) Pfatinae Level. Fur a period of five (S) Years following the execution of title Agreement, provided Licensee remains current on Its payments at the Platinum Level, Northwood' will not increase the support fees payable under this Agreement. At the end of the Initial five (5) year term, and every Me (5) years thereafter, Northwood' wIN increase the support fee in an amount that Is the greater of (A) the annual support let for the im medetely preceding renewal term Increased by Nee percentage Increase In the Denver/Boulder Consumer Price Index (CPI) for the 12• month period preceding the renewal date, or (B) the annual support fee for the immediately preceding renewal term Increased by three and one•ha1f percent (3 K%►, S. LIMITED WARRANTY. CONFIDE AL J of 6 a. Limited Warranty of Services. Northwoods warrants that the Support Services shall hi performed in a good and workmanlike manner and substantially attaches to ndustn standards. in order to assert any claim that any Support Services fall to conform to the limited warranty, Licensee must notify Northwood' In writing of such claim within thirt (301 days alter the date the alleged non -conforming Services are completed. If, afte such timely notice from licensee, the Support Services in question are determined no to conform to this limited warranty, Northwoods' sole obligation, and Licerote's soh remedy, shall be for Northwoods to use commercially reasonable efforts to re-perforn the nonconforming Support Services in an attempt to correct the nonconformity. I Northwoods Is unable to correct such nonconformity after a reasonable period of time Licensee's sate and actuates remedy shall be termination of psis Agreement it accordance with Section 7(h131(R). This warranty specifically excludes non-performance issues canned as a result of any circumstances described In Section 2(d), Incorrect data ar Incorrect procedures used or provided by Licensee or a third party, or failure o Licensee to perform and fulfil its obligations under this Agreement or the EULA. b. No Warrenty of Patches, Upgrades and Flees. The EUtA shall govern any limited warranty or disclaimer mating to Patches. Upgrades end Flees of the Covered Software provided to Licensee under this Agreement, and no warranty Is given under this Agreement with respect to Patches, Upgrades and Fixes. c. DISCLAIMER Of WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION S(a), NORTHWODD$ MAKES ND WARRANTIES OR REPRESENTATIONS REGARDING ANY SUPPORT SERVICES, ANY SOFTWARE OR ANY PATCHES, UPGRADES AND FIXES PROVIDED UNDER THIS AGREEMENT. NORTHW00DS DISCLAIMS AND EXCLUDES ANY ANO ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUOING, WITHOUT LIMITATION, WARRANTIES OF GOOD 11111, WARRANTEES AGAINST INFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABIUTV AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY 8E DEEMED TO ARISE FROM ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. NORTHWDODS DOES NOT WARRANT THAT ANY SUPPORT SERVICES, SOFTWARE OR PATCHES UPGRADES AND FIXES PROVIDED WILL SATISFY LICENSEE'S REQUIREMENTS OR ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF ANY SOFTWARE OR PATCHES, UPGRADES AND FIXES WILL RE UNINTERRUPTED. NORTHWOODS DOES NOT ASSUME ANY LIABILITY WHATSOEVER WITH RESPECT TO ANY THIRD PARTY HARDWARE, FIRMWARE, SOFTWARE OR SERVICES, 6. LIMITATIONS OF LIARR3TY. IN NO EVENT SHALL NORTHWOODS' AGGREGATE LIA8ILTY UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNTS PAID BY UCENSEE TO NORIHWOODS UNDER THIS AGREEMENT DURING THE CURRENT TERM OF THIS AGREEMENT. IN NO EVENT SHALL NORTHWOOD5 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, SUSINESS INTERRUPTION DAMAGES OR EXPENSES, THE COSTS OF SUBSTITUTE SOFTWARE OR SERVICES, LOSSES RESULTING FROM ERASURE, DAMAGE, DESTRUCTION OR OTHER LOSS OF Fills, DATA OR PROGRAMS OR THE COST OF RECOVERING SUCH INFORMATION, OR OTHER PECUNIARY LOSS, EVEN IF NORTHWOODS HAS BEEN ADVISED OF THE posSeIUT1E5 Of SUCH DAMAGES OR LOSSES. THIS UMITATION INCLUDES ANY LOSS RESULTING FROM SERVER FAILURE THAT WAS NOT DIAGNOSED DURING A SERVER HEALTH CHECX CONDUCTED NY NORTHWQQo6 7. TERM, RENEWAL AND TERMINATOR. a. Term. Subject to the OMy tetrmination provisions al Section 7(b), the Initial term of tlsis Agreement (the 'In111.1 Terre) shell commence m the day that Northwood' Issues to licensee license codes for the Covered Software modules licensed by Licensee under the EULA and snal emelre an the lest anniversary of wch date. Except as otherwise provded in Section 7(c)(3) below, the Agreement will automatically renew for cawsecepve one (1) year Owns upon the payment by Licensee of the next year's Software Support fee. b. Eerie Terminator,. nµtor,. 11 Automorit. This Agreement shall terminate automatically, without any other or further action on the part of either of the parties, MmedWalt upon any termination of the ELM. l) Oy Nart)mvoode for Cause. Northwoods shall be entitled to glee written notice to Lleeruae of any breach by Licensee or other failure by Licensee to comply with any material term or condition of the EULA or this Agreement specifying the nature of such breach or net.-comp3r.ce and requiting Licensee to cure the breech or non• compliance. K Licensee has not cured, or commenced to cure (if a cure cannot be performed within the time period set forth below), the breach or sontompllrrce within IA) hi the case of non-peyment, any breach of Section 1 of the EULA, or any breach of Section 3 of this Agreement, ten (10) calendar days after receipt of such written notice, or (Still the cue of any other breach or non-compliance, twenty 4201 business days after receipt of such tentless notice, Northwood+ shall be entitled, In addition to any other rights it may have hereunder, or otherwise at law or in equity, to Immediately terminate this Agreement 31 By Lkemsee. A) for Convenience. Licensee .may terminate this Agreement at any time, for any reason, upon not less Ihan tMrty (30) days advance written notice to Northwood' el FlnCauat. Licensee shall be entitled to give written notice to Nortitwoods of any breads by Northwood' or other failure by Northwood' to comply with any materiel term or condition of this Agmornenl tpecdfyus$ the nature of such breach Res/1(o t Jul' 1 1. 2012 COWAN," SOFTWAgg SUPPORT AMEBA at non-compliance and requiring Northwoods to cure the breach or non- compliance. hl Nerthwoods has not cured, or commenced to cure Iii a cure cannot be performed wit in the time 8etlOd set forth below), the breach or non- compliance within twenty (20) business days after receipt of written notice. Licensee shall be entitled, in addition to any other rights it may have under lint Agreement. or Otherwise at law or In rigidly, to knmedlately terminate lhh Agreement: and 1Mre fter. so long as licensee nos complied In all materai respects with its obligations under the FUTA and this Agreement, and it curtest an ell payment obligations reeler the EULA and this Agreement, Licensee shalt be entitled to a refund from Nordswoods at the "unused portion of the annual support lees` for the then'current term of this Agreenwmti For these purposes. the 'unused median of the annual support lees' shall mean that portion of the annual support fees pall by Licensee with respect to the term of this Agreement during which such termination of this Agreement Is effective, equal to the total of such annual support fees multiplied by a fraction, the numerator of which shall be the number of calendar months during the then-cutrent teem of this Agreement that remain until the end of such then -current term. commenting with the calendar month alter the calendar month In which such termination is effective. and the denominatot of which shall be the total number of calendar months in such thenturrent term determined without regerd to such termination. Cl Nen-Renewal. Licensee may elect not to renew this Agreement at the end of the then•current term of this Agreement by written notice to Northwoods on or prior to the date payment Is due under Section 4(c)(1) of Northwoods' invoke for annual support fees for the nee succeedki renewal tam of this Agreement. 4) ay Either Parry in Accordance with Section 8. Either patty may terminate this Agreement in accordance with the procedures set forth In Section I. c. Effect of Termination. 11 Payments, Notwithstandlnsg any termination of this Agreement. Demme shall be obligated to pay Northwoods for (A) all Support Services provided onetime and materiels basis M accordance with this Agreement at any time on or prior to the effective date of lennwelrn; an all annual support fees due with respect to any period commencing prior to the effective date of termination; and (C) all incidental costs and expenses incurred by Northwoods at any tins, on or prier to the effective date of termination. All such payments shell be made In accordance with Section 4. which shall survive any such lerinhnatlon for these purposes. 21 Swirled) of Obligations. The termination of this Agreement will not discharge or Otherwise affect any pre•termkation obligations of either party existing under the Agreement at the time of termination. The provisions of this Agreernlnt which by their neon* emend beyond the termination of the Agreement will writhe and remain in effect until aN chaperons are satsfied, including, but not limited to, Sactrons 2(aN3) and 2k)J) (as they relate to title and ownership). Section 4(d). Section S(e), Section 6, Section 7, Section 9 and Section 10. No action aching out o1 this Agreement, rgadfess of thy form of action, may be brought by Licensee more than one (1) year after the date the action accrued. 31 Reintrofetneaf of Agreement. In the event of the termination of thin Agreement be licensee under Section 7(b)(S)tq (Non•Aenewal.licensee may at any time after the effective date of such termination elect to reinstate Ihb Agreement et accordance with this Section 7(c)(1). To obtain reinstatement licensee shall deliver written notice to such effect to Northwood', together with payment at foil of: (A) annual support lees, based upon Norehwoods• Annual Support Fee Schedule in effect as of the lime of such reinstatement for all periods (as determined under Section 7(a) as if the Agreement had not been terminated under Section r(b)f3IIC)) that have Named ham the effective date of loch termination through the effective date of such reinstatement; and 411 an amount equal to are hundred 1M rYrfere !tilts) ,r the anneal support fee, based upon Northwoods' Annual Support Fee Schedule in effect as of the time al such reinstatement, for the renewal tem of this Agreement commencing on me effective date of ouch reinstatement. Any reinstatement under this Section 7(c113) shall be effective as of the first business day after Northwoods has received the notice of reinstatement and all payments required to be made hereunder in connection with such reinatatensen4 The renewal temm commencing with the effacifee date of this Agreement shall be for a period ending on the Ihst annual anniversary of such effective date; and thereafter the term of this Agreement shall be renewed: (Oat the end of such first renewal term, for a period of one year, and (N) thereafter, morally on a year by year basis. feCEPT AS £XPRESSte PROVIDED Or THIS SECTION 7ickIU10ENSEi SHALL HAVE ND RIGHT TO 'INSTATE THIS AGIEEMENT FOLLOWING THE TERMINATION THEN8OF FOR ANY MAIM 8. FO11CF MAJEURE. So failure, delay or default In performance al any obligation of a party to this Agnomen. shall constitute a default of breach to the extent test such failure to perform, defer or default arises out of a cause, existing or future, beyond the control Ihnckadlne, but not limited to: action or Inaction of goveromentei. civil or military authority; fire; strike, lockout or other tabor dispute; flood; war; riot; theft; earthquake. natural disaster or acts of Got national emergencies; unameemety of mareryh or utilities; sabotage; viruses; Of the net. negligence or default of the other party) and without negigence or willful misconduct of the party otherwise chargeable with failure, delay or default. Either party desiring to rely upon any al the foregoing as an excuse for failure, default or delay in performance shall, when the C0NFi0ENIIAL cause arises, give to the other party prompt notice in wilting of the facts v tt constitute such cause; and, when the cause ceases to exist, give prompt notice that fact to the other parry. Thin Section 8 shall In no way limit the right of eel party to male any claim against third parties for any damages suffered due to s Causes. If any performance date by a party under this Agreement It postponed extended otanuant to this Section 8 for longer than ninety (90) calendar days. other party, by written notice given during the postponement or extension, arid least thirty (30) days prior to the effective date of termination, may terminate t Agreement. 9. NOTICES. Unless otherwise agreed to by the parties in a writing signed by tit parties, all notices required under this Agreement shall be deemed effective: when sent and made In writing by either (1NA) registered mail, IN) certified m. return receipt requested, or IC) overnight winter, in any such case addressed a sent to the address set forth herein and to the attention of the person executing ti Agreement on behalf of that party or that person's successor, or to such alt address or such other person as the parry entitled to receive such notice shall ha needled the party sending such notice of; or (21 facsimile transmission appropriate directed to the attention of the person identified as the appropriate recipient and the appropriate address under (e 1(11 above, with a copy following by one of the oth methods of notice under (sell ) above; or (b) when personally delivered and made writing to the person and address Identified as appropriate under (dell above. 10. GENERAL PNOVISIONS, a. Jurisdiction. This Agreement and any claim, action, suit, proceeding, or dispute aria, out of this Agreement shall in all respects be governed by. and Interpreted accordance with, the substantive laws of thy Slate of Ohio without regard to Its cantle of laws provisions. Venue and jurisdiction for any action, suit, or proceeding enting e of this Agreement shag vest exclusively in the federal or state courts of genet jurisdiction In Franklin County, Ohio. b. telettegeat Headings used in tliis Agreement are for reference and conveniers purposes only and shall not in arty way limit or affect the meaning or interpretation any of the terns hereof. All defined terms in this Agreement shell be deemed to refer the masculine, feminine, neuter, singular ar plural, in each instance as the context particular facts may require. Use of 'hereunder,' "herein," 'hereby' and similar tern refer to this Agreement. c. waiter. No waiver of any right or remedy on one Occasion by either party shall t deemed a waiver of such right or remedy an any other occasion. if. tetegmoe. This Agreement, Including any and all exhibits and schedules referred 1 herein or therein set forth the entire agreement and understanding between the earth pertaining to the subject mane and merges ad prior discussions between them on tit same subject matter. Neither of the parties shall be bound by arty condition definitiots, warranties, understandings or representations with respect to the sublet matter other than as expressly provided in this Agreement. This Agreement may only b modeled by a written document signed by duly authorised representatives of tit Parties. Thit Agreement shall not be supplemented or modified by any course c performance, course of dealing or trade usage. Variance Nom or addition to the term and conditions of this Agreement in any purchase Order or other written notification a documentation, from Licensee or otherwise, will W of no effect unless expressly agree to Its writing by both parties. This Agreement Will prege over any conflicting stipulation contained or referenced in any other document. e. gtosemongtemounsuukciad. This Agreement shall be binding upon and she Inure to ties benefit of the parties and their respective successors and permitted assigns Northwaods may assign this Agreement or its rights or obligations under thi Agreement, in whole or in pert, to any other person or entity. Licensee may not aesigl rrstt rgetr and �_ qnu ci w lgoilern wider lids Agreement, in %.hove or in part ti to«..w.n w its 7 any other person or entity without the prior mitten consent of Northwood'. elm thange in conhol of Licensee resulting from an acquisition, merger or otherwise dial constitute an assignment under the terms of this provision Any assignment mad' without compliance with the provisions of This Section 10(e) shwa be null and void and o no force or effect. f. leveraboitt. in the event that arty term at provision of this Agreement is deemed by ; court of competent Jurisdiction to be overly broad In scope, duration or area o applicability, the court considering the same will have the power and is herebi authorized and directed to limit such scope, duration or area of applicability, or dl o them, so that such term or provision is no longer wetly broad and to enforce the same as so (ended. Subject to the foregoing sentence, in the event any provision of tit: Agreement Is held to be Invalid or unenforceable for any reason, such invalidity or uneMorceability will attach only to such provision and wig not affect or render invalid or unenforceable any other provision of this Agreement. e. leggagndent Contractor. The parties acknowledge that Northwoods Is an Independent contractor and that it wet be responsible for its obligation' as employer for those Individuals providing the Support services. is. mod. licensee agrees to comply fully weft all relevant regulations of the U.S. Oeperement of Commerce and all U.S. export control laws, includes' but not IImlt d to the U.S. Eeport Administration Act to assure that the Patches Upgrades and Ewes art not exported in violation of United States taw. I. Mimic*. _Reed The parties to this Agreement recognize that a remedy at law for a breach of the provisions of this Agreement relating to confidential information and 405 Ameba July 11. 20f2 kti intellectual property rights will not be adequate for Northwoods' protection and, accordingly, Northwoods shall have the right to obtain, In addition to any other relief and remedies available to it, specific performance or Injunctive relief to enforce the provisions of this Agreement. IN WITNESS WHEREOF, the undersigned, authorized representatives of the parties have duly executed this Compass' Software Support Agreement. On behalf of licensee: Signature E a a ��r' C E rL LV A.) Printed Name f)j/V/c•-• Date C kiv, Title NOV 14 2012 On behalf of Northwoods Signature Date Printed Name Title COMPASS® SOFTWARE SUPPORT AGREEMI CD ,t,1,441 Sc CONFIDENTIAL 5 of 5 Reatsion Joh/ 11, ATTACHMENT D Northwoods Remote Access Requirements The Northwoods Team is dedicated to providing exceptional customer support and the highest quality of service. We also strive to help keep projects on time and reduce costs for our customers. To this end, we require remote access from each of our customers. The ability to work remotely greatly reduces the cost and time needed to setup and maintain your solution. In order to effectively perform the tasks associated with installation and maintenance, Northwoods requires that customers provide a secure VPN (Virtual Private Network) application to handle remote access. Applications like Hamachi, Cisco, Check Point, Windows VPN, and similar programs are preferred because they offer robust virtual network solutions. Remote products such as GotoMeeting, Webex, or remote sessions hosted through a web browser are not accepted VPN solutions, as these systems do not provide enough flexibility to allow Northwoods engineers to perform their required work. The tasks that Northwoods engineers need to perform while connected to customer systems require specific network ports to be open through the VPN solution. The table below lists these ports and the tasks performed by the Northwoods Engineering Team: Port Number 80 : TCP, UOP HTTP 443 : TCP, UDP HTTPS (TLS/S50 139 and 445 : TCP, UDP NetBfOS and Microsoft SM8 ' 3389 : TCP RDP i 1433 or configured SQL Server port : TCP Microsoft SQL Server Allows Northwoods engineers to use web resources during install and maintenance of the solution Allows Northwoods Engineers to use secure web resources during install and maintenance of the solution Allows Northwoods engineers to copy Compass files to shares on the Compass application server(s) Allows Northwoods engineers to use RDP (Remote Desktop Protocol) to connect to Compass application server(s) using Microsoft's Remote Desktop Connection Allows Northwoods engineers to use SQL tools to upgrade the Compass Framework database and troubleshoot database Issues Northwoods understands that our customers use Compass applications every day for their daily work. Maintenance of the system is generally done during non -business hours to cause the least amount of interruption to workers and to provide adequate time for the proper maintenance of the Compass solution. Remote access to the system is required at all times so that Northwoods engineers can provide timely customer support. Revolutionizing the Delivery of Human Services• ATTACHMENT E \/\ 1 ,, 3 i 4 •• j { Statement of Work _!2Ciron3c Document Management Project Weld County Department of Human Services Prepared By: Northwoods Consulting Partners, Inc. October 26, 2012 • Irr,i.t!)o I1 rf1 Table of Contents r'I)st21 opc '-t'') t ;requirements 2 I u,-rj l 11 yt I1l('!1( ;tl illIr i 1r'JCtlirr'.. .. Nil '1r �'iij ...... .... .. i•, E,;ti�lr Prr)rtit ori1O111. ii •;11 I lu, Liwar(' Pro(urt'nlent..... .... t`; ICI otinty r)! -is Responsibilities ' it.. tl)\.;/(,i)(IS ltecpOI)silllliti(ls 111+11)iions Dept-.,Ililorlcles .. .... 1)iinty UI l5 R?spc)n iibilitic s ............. tr,, 1'RAJ .1Cl. r'r�51)gllcll)IIILIpc . ( 7 ''if,'I(! County f)HS Responsibilities .. ........... f•J,,rtl1v'ot?dc Responsibilities Illtl�liir)nti/Dep('nclencINc .... ;clf'�:1,lrE� ronfigur.ition t} Revolutionizing the Delivery of Human Services" Statement of Work U'1c lit11 ';Il nn.ill.,-:.. I'lL'ilr I'ril pr County DI -1S Responsibilities cJ Nurthw()c,r.ls Responsibilities 9 rlll.l; iolls/Dependencic5 ... ...... i r),,,stern Document Conversion 11 DH; Re .pc�nsibilitics :12 '1,)r i',h,\'(0(lc. Responsihilities........ . 1) :i.• n1 r l ioi Is/Depenclenc ic`s 12 .12 1i,1r'CI V11ue DcpIoynlPitt C-Ounty DHS Responsibilities ....._... t3 i'\iorthvvouds Respon,,ibilitie 13 "5,sI I;,lpt iOn' /Depi`rICIencIE'S 1.3 + li Ilt Srift\A/Jr'' leplrlyment, 13 t,,�•a I ;,Irn;y t)HS Responsibilities .,....... f�t�ll tb..Aeoucl'. Responsibilities 14 14 ''h'oici County DHS Responsibilities .... ... (`•Il ll rI1�:Vr V1ft _ 12 r'Spa1r1cihifrt, , 14 )i! to/ 'sI System IlisEalf.lElorl........... 141 1N,�lrl County OHS Responsibilities..... 15 Noi 1{lvtlrh-1C1<, Responsibilities 15 n..siirllptiongDependencies 15 Ir.)I(Tr ;ltiO1) fi"sting. 15 .'''(`l(; Comity DHS Responsibilities i 6 N_liihvWt,ods Responsibilities Revolutionizing the Delivery of Human Services• Page u. ' ri�11'1•' to, of Worl, '-'•r inn.>nr 6. i.UlP'r'ullnl 1'1•.�I••� I •lll.ii..1 Io /Depencie11CIr`S l Irl ‘, minty GFIS RPc.t}rin;ii)itlH ?r" ' UI11ptiul}':-:![)r pelll.ler)("it",ti iiopit•'(; I' t iillr ti0II , IL . o' ,•i(i 1 l)I.Iril v l)I-i (1t'SElolllt}lirtic-, ) •. ! .Jf ri >Ci. ! ''tipOii Il:llliilr�•. o.! ' :'.iur ;kw ueptr}Vncent ... } I i .(. ,. }i?nSI�II ITIr } . . j 10(.-(llilr'11tr1tICH) . r'tull‘; I'Ji1' RnSpor1'.ihiIinrrc: rtr••',I1p11tihailit.'c 7.1 IrT eijne 22 or -;:it lrll l uid Hours of Work 22 nerivorn )fe Review and Acceptance• 23 r•i• i,'rt /!.ccel?ta11CP ,.r+; 1(e sperzsibiGties 38 " Testing Severity Levels 1 B - Change Management 1 Copyright and Trademarks Notice Copyright © 2012 Northwoods Consulting Partners, Inc. All rights reserved. Revolutionizing the Delivery of Human Services° 5l<Itement of Work 1,4- Ili 11111>tt ILl,llmkt, IIi.• 14 I'1 ;Y Northwoods, the Northwoods Bear Logo, the Northwoods tagline, and Compass are registered trademarks and service marks of Northwoods Consulting Partners, Inc. Rather than repeat the trademark and service mark attributions throughout this document, Northwoods hereby asserts its rights for all of its products and services. All other trademarks and service marks are the property of their respective owners. Unless stated to the contrary, no association with any other company or product is intended nor inferred. Revolutionizing the Delivery of Human Services. Statement of Work Purpose The purpose of this SOW is to outline the project scope, requirements, and deliverable work products for the implementation of an Electronic Document Management System (EDMS or Project). The SOW clearly specifies the terms of work to be done by Northwoods in developing and/or producing the goods or services as related to the Project. If, during the course of the Project, the scope requirements change (anything outside what is contained in this SOW), Northwoods will implement the Change Control Procedures specified in this SOW. Project Scope The Project has a charter to make an Electronic Document Management System (EDM5) operational in Weld County Department of Human Services (OHS) production environment within the following program areas/departments as part of a three-phase implementation approach. Phase 1 • Assistance Payments • Hearings • Mail Room • Investigations • Childcare Common • Support • low-income Energy Assistance Program (LEAP) Phase ? • Child Support • Child Welfare JV-E • Child Welfare • Child Welfare Maintenance of Effort • Adoptions Multidisciplinary Youth Assessment Team • • Child Protection • Youth in Conflict • Closed Foster Home • Placement & Resource • Family Focus • Adult Protection Phase 3 • Admin • Fiscal Office • Legal • HRD - Area Agency on Aging • Personnel • Employment Services • Employee Security Revolutionizing the Delivery of Human Services" •t• Implementation includes the solution components and professional services described in this SOW. Work Requirements The work requirements defined in this section are for professional services necessary for the successful design, implementation, and deployment of the EOMS. Each deliverable described is subject to the appropriate Review Procedure and Acceptance Criteria. Key Northwoods personnel are assigned to the project and the tasks required for their position but are not necessarily considered full time for the duration of the project. A mutually agreed upon Project Schedule is developed as a project deliverable. It is assumed that all project participants will provide the necessary resources (i.e. human resources, facilities, equipment, etc.) consistent with project scope and established timelines. rtoi4ct Management Primary responsibilities of the Northwoods Project Manager during all project phases include: • Change Management — Log change requests for anything effecting scope, time or cost for the project. Identify in scope and out -of -scope requests. Process change requests consistent with Change Control Procedures. • Issue and Risk Management —Log issues/risks and assign to team members for resolution and/or follow up. Assign a rank to identify the likelihood and severity of a risk should it materialize. Identify methods to be used to mitigate or eliminate the risk. Communicate potential risks and issues that may affect the schedule, budget and/or project deliverables to key stakeholders. Identify schedule variance and potential problems. • Resource Management — Provide fair and efficient management of project resources from Initiation through Project Closure. • Work Breakdowns, Schedules. Milestones -Assign work activities and target completion dates required for the project team. Review and approve task updates for project team. Make adjustments to the Project Schedule and/or reassign resources as necessary. • Deliverable Mana tamnnt - Facirtate the " configuration and ii,N,, cli, ClltOIWH Vf project deliverables and deliverable review procedures. • Quality Management - Apply quality assurance and quality control procedures to control quality during the development and deployment of project deliverables, and all other facets of the project from Initiation through Project Closure • Calendar of Events and Deadlines -For the duration of project, establish, review and communicate project events and deadlines. • Document Repository and Contrpi - Identify documents to be crafted and maintained by the project team. Establish a Project Document Library and document standards. Communicate documentation standards to project team. • Leadership & Decision 5uoport_and Prioritization - identify decision owners and proactively support the project decision making process. Determine the relative priority of decisions. Revolutionizing the Delivery of Human Services' Statement of Work I .. I'i ''J'111 lot I\' �, i'. ,fir. r l ,L,. • Customer/Stakeholder Relationship Management - Establish expectations and a common purpose; manage said expectations. • Communications Management - Provide project status updates and communication. Utilize appropriate communication channels to assure visibility and co-operation by communicating status and relevant news about the project to key stakeholders. Provide regular status reports to DI -I5 Project Manager and key customer stakeholders. Deliverable • Baseline Project Schedule Weld County DHS Responsibilities • Assign a OHS Project Manager to coordinate activities for Weld County resources, (i.e. personnel, facilities, etc.) and assist the Northwoods Project Manager with the application of project management methodology. • Consistent with deliverable review and acceptance procedures, evaluate Baseline Project Schedule. Northwoods Responsibilities • The Northwoods Project Manager is responsible for the application of project management methodology. • Submit Baseline Project Schedule deliverable to DHS Project Manager for review. Assumptions/Dependencies • Weld County DHS human resources, facilities and equipment will be available when required. =ystem Infrastructure Designed as a day -forward system with provisions for backfile conversion, the EDMS will reside on Weld County DHS's existing network and server infrastructure in a hosted centralized server and storage environment. While the EDMS design is based on industry best practices and past experience with similar implementations, system performance is a function of network environment variables (e.g. bandwidth, latency, congestion, etc.). As a result, document submission times and retrieval response times for end users will vary and cannot be guaranteed by Northwoods. Revolutionizing the Delivery of Human Services° P Weld County DHS Responsibilities • Provide an adequate network environment to support EDMS technologies, including 100MB data line (minimum) connection to user desktops, sufficient bandwidth and network security. Server Setup Weld County IT provides the appropriate server environment based on technical specifications provided by the Northwoods Project Team. Deliverable • Server Setup Weld County DHS Responsibilities • Consistent with technical specifications, provide the following: c Configured database and application servers to include all required prerequisite server software such as Windows Operating System (OS) with current updates/patches, Microsoft SQL Server, and antivirus protection n Configured swap file O Configured physical drives o Configured logical drives Configured Network Interface Card (NiC) o Configured Uninterrupted Power Supply (UPS) • Consistent with deliverable review and acceptance procedures, evaluate Server Setup deliverable. Northwoods Responsibilities • Provide technical specifications for Server Setup. • Provide documentation and/or consultation for Weld County IT to create data backup jobs that run on a regular schedule. • Validate Server Setup. Assumptions/Dependencies • Weld County DHS/IT will provide technical assistance during the performance work requirements, including but not limited to: ✓ Network connectivity and troubleshooting assistance o Network traffic analysis and bandwidth monitoring to isolate bottlenecks o Integration with existing systems Revolutionizing the Delivery of Human Services• Statement of Work o Handling issues with server hardware before, during, and after rollout • Weld County IT will complete the Server Setup deliverable within timeframes established in a mutually agreed upon Project Schedule. Software Procurement Software procurement includes those activities needed to make server software and client software available for phase deployment. Deliverable • Software Installation/Registration Country DHS Responsibilities • Procure application software through execution of Purchase Agreement, Attachment A. • Consistent with deliverable review and acceptance procedures, evaluate Software Installation/Registration deliverable. Northwoods R sj)on ibiliti : • Consistent with Attachment A of Purchase Agreement, install and license application software. C fen " Hardware Procurement Client hardware procurement includes those activities needed to make client hardware available for deployment. Deliverable • Client Hardware Procurement Wed C:our)ty DHS Responsibilities • Consistent with specifications provided by Northwoods, procure client hardware. Northwoods Responsibilities • Provide technical specifications for Weld County DHS/IT to procure client hardware. Revolutionizing the Delivery of Human Services" Page • A\, t.t!liIptions/Dependenciec. • Weld County will procure the necessary hardware consistent with technical specifications provided by Northwoods within the timeframes mutually agreed to in the Project Schedule. E;+-sufiess Analysis The Northwoods Project Team elicits project requirements during field observation and facilitates interviews with subject matter experts (i.e. Business Requirements Discovery) from each program/service area impacted by each phase of the Project. The results of Business Requirements Discovery are documented as functional requirements in a Requirements Traceability Matrix (RTM) for each project phase, representing the on -going maintenance of scope. Deliverable • Requirements Traceability Matrix - Phase 1 • Requirements Traceability Matrix - Phase 2 • Requirements Traceability Matrix - Phase 3 Weld County DHS Responsibilities • Provide appropriate facilities for Business Requirements Discovery sessions. • Schedule subject matter experts for Business Requirements Discovery session schedule provided by Northwoods Project Manager. • Consistent with deliverable review and acceptance procedures, evaluate Requirements Traceability Matrix. Northwoods Responsibilities • Schedule and facilitate Business Requirements Discovery session(s). • Prepare and submit Requirements Traceability Matrix to DHS Project Manager for review. • Maintain Requirements Traceability Matrix. Assumptions/Dependencies • Based on a mutually approved schedule, Weld County DHS subject matter experts will be available to address questions and participate in Business Requirements Discovery. System Design Consistent with Software Standard Features and with respect to business needs transpiring from Business Requirements Discovery, the Northwoods Project Team validates the standard capabilities to Revolutionizing the Delivery of Human Services Statement of Work f r I1,':.ui f.l,ii} fT, ir1E'i7' 'rirr 1 be utilized, identifies if any additional capabilities of each software application should be included, details related design specifications, and prioritizes testing requirements. Deliverable • Software Design Specification — Phase 1 • Software Design Specification - Phase 2 • Software Design Specification - Phase 3 Weld County DI -1S Responsibilities • Consistent with deliverable review and acceptance procedures, evaluate Software Design Specification. IVorthwoods Responsibilities • Prepare and submit Software Design Specification to OHS Project Manager for review. Data Import The EDMS requires an 'Autofill' extract file from CBMS & Trails to streamline document indexing i „r, Northwoods Project Team elicits data conversion requirements and documents the results in the Autofill File and ETL (Extract Transform Load) Requirements Document as a project deliverable. Consistent with the approved Autofill File and ETL Requirements Document, Weld County iT provides an Autofill data fie extract. The Northwoods Project Team completes preliminary configuration of application software to consume Autofill data file and provides test cases, along with acceptance criteria, for Weld County iT to test the autofill results. Upon completion of successful testing, the Eli baseline configuration is placed under configuration management, which serves as a reference point for future data conversion changes. The Northwoods Project Team provides consultation and/or documentation for Weld County IT system administrators to execute the approved ETL process, including a recurring Autofill data file extract, on a regular basis. Deliverable; • Autofill File and ETL Requirements Document • ETL Process Revolutionizing the Delivery of Human Services' Weld County OHS Responsibilities • Provide initial Autofill data files within timeframes established in a mutually agreed upon Project Schedule and in the format specified in the Autofill and ETL Requirements Document. • Execute the test cases provided by the Northwoods Project Team and provide testing results to the Northwoods Project Manager within timeframes established in a mutually agreed upon Project Schedule. • Consistent with deliverable review and acceptance procedures, evaluate Autofill File and ETL Requirements Document deliverable. • Provide regular Autofill data files in the format and frequency specified in the Autofill and ETL Requirements Document. • Consistent with deliverable review and acceptance procedures, evaluate Autofill File and ETL Requirements Document. • Consistent with deliverable review and acceptance procedures, evaluate ETL Process. Northwoods Responsibilities • Provides test cases and acceptance criteria for Weld County IT to test autofill results. • Prepare and submit Autofill File and ETL Requirements Document deliverable for review by DHS Project Manager. • Configure ETL Process to specifications in Autofill File and EFL Requirements Document. • Prepare and submit Autofill File and ETL Requirements Document to DHS Project Manager for review. Assumptions/ Dependencies • Autofill data file extracts will include records from 'Active' cases only. • The initial data extract file will include all records for all active cases. After the initial import, each period's extract file will include only records for active cases where any Autofill data element has changed from the previous data extract • if a client has more than one active case, a separate record for each case will be included in the extract file. • The ETL process is responsible for deleting the extract files after they have been successfully captured on the EDMS server. If, for any reason there is already one or more Autofill extract files in the file share location, the ETL process will place the new extract file in the file share location regardless. • If there is no extract file generated for a given period, the EDMS will expect the next extract to include records for cases changed during the preceding period. Revolutionizing the Delivery of Human Services° Statement of Work rr r II i r1 rrr Il a. 1111'1' I) t -LUI. �., l�j,.r'1 I�' 1 lfl I ittware Configuration The Northwoods Project Team configures application software per the approved Software Design Specification. Baseline Software Configuration settings are placed under configuration management and baselined for each project phase as a benchmark and reference point for future system changes. Deliverable • Baseline Software Configuration — Phase 1 • Baseline Software Configuration — Phase 2 • Baseline Software Configuration — Phase I Weld County DHS Responsibilities • RightFax Designate a single point of contact to authorize software configuration changes. o Assign an IP Address to the Open Text Fax Gateway (placed on the network). • Advanced Capture Provide a representative sample of documents and data for testing/vafidation of the configured form template within the tirneframe established in a mutually agreed upon Project Schedule. o Test and approve initial batch of 15 form templates provided by the Northwoods Project Team. Create and configure any additional form templates desired for Advanced Capture (in addition to 15 form templates configured by Northwoods Project Team). • Reports Customize and/or develop any desired custom reports (in addition to standard OnBase Report Services reports available out of the box). • Consistent with deliverable review and acceptance procedures, evaluate Baseline Software Configuration. Northwoods Responsibilities • Consistent with executed contract, approved Software Design Specification, and Software Standard Features, complete baseline software configuration for server software modules and client software modules. • RightFax Revolutionizing the Delivery of Human Services' 1,r Configure RightFax OEM channels and Open Text Gateway • Advanced Capture Complete testing for a representative sample documents to be processed by the Advanced Capture forms template. Deliver training for up to five Weld County form template designers/administrators to create and configure additional form templates for Advanced Capture (in addition to initial 15 form templates). • Reports Deliver training for up five Weld County system administrators to customize and/or develop custom reports (in addition to standard OnBase Report Services reports). • Return Mail and Dead Letters Create Return Mail Document Type and Dead Letter Document Type to facilitate processing of return mail and dead letter documents. Assumptions/Dependencies • OnOase G. Application Enabler configuration includes up to 20 screens to interface with CBMS. o Workflow configuration is limited to New Mail and Follow-up Tickler lifecycles. o Report Services configuration is limited to the standard out of the box reports. • Advanced Capture u Form templates will auto -fill index information from the existing document type auto -fill data source. o Form templates provided by Weld OHS will have a consistent structure. c index information for form templates is printed text to support Optical Character Recognition (OCR). Document iiiages wiii be scanned at a consistent three hundred (300) DPI. c' Form templates configured to use Intelligent Character Recognition (ICR) are based on forms that are well designed for ICR (i.e. defined text areas using Comb Lines, Character boxes, and other methods) to ensure handwritten text is printed legibly to facilitate successful ICR. OCR success rate is dependent upon the quality of the received image and the OCR technology. o Form templates will be clean and free of extraneous patterns, images, or any other formatting that would interfere with reading data. • Handwritten fields will not be captured from documents. • OCR extraction is based on the English language. Revolutionizing the Delivery of Human Services" Statement of Work o Items not fully indexed or that need correction will require manual indexing by Weld County DHS staff. c Data elements read and extracted data from OnBase Advanced Capture is limited to: • SSN ■ Case Number • Barcode c The capability for Barcode recognition exists. In the absence of business use case scenarios, only Business Requirements Discovery is included in this SOW. o On Base Advanced Capture documentation will be provided as the training material during training of form template designers/administrators. o OnBase Advanced Capture Software will be used to perform separation of single -page and multi -page documents using patchcode sheets. • Barcodes and/or patchcode sheets may be required to perform separation of certain single -page and multi -page invoice documents. • OnBase provides Integration for Microsoft Outlook 2007 and Integration for Microsoft Outlook 2010. Northwoods will provide one of these modules to match the version of Microsoft Outlook utilized in Weld County. If both versions are utilized, one must be selected. y System Document Conversion The Northwoods Project Team converts existing Documentum Application Extender (AX) images, along with related metadata, for the purpose of providing access to these legacy documents through OnBase. Document conversion will take place in a secure off -site data center located in northern California for the following reasons: • The conversion does not rely on the legacy system. • The conversion is done from backup media. ▪ The legacy system (if running) can continue to support users and accept documents without being burdened by performing the conversion. • If the legacy system fails — the conversion will be unaffected. • Lab equipment is dedicated to this conversion. Deliverable • Backfile Document Conversion Revolutionizing the Delivery of Human Services° Pelt: Weld County DHS Responsibilities • Provide image data, along with the DX stub files and AX database backup, within timeframes established in a mutually agreed upon Project Schedule. • Consistent with deliverable review and acceptance procedures, evaluate Backfile Document Conversion. iVorthwoods Responsibilities • Provide the initial conversion of up to 14 merlon pages of legacy paper case file documents, representing approximately 700GB's of storage. • Provide two Delta conversions representing new data added to the system after the initial conversion begins up until the point the Documentum AX system no longer accepts new data respective to phase 1 and phase 2. «ssumptions/Dependencies • Conversion from a single Documenturn AX system. • The source data traveling to the off -site facility and converted data traveling back wilt be on hardware encrypted USB drives From Addonics. • A single file with multiple pages will be billed at the number of pages contained within — not the number of files. • The Documentum AX system to be converted includes scanned image data only (no COLD or annotations). • Converted Image data will be delivered as either single page or multi -page TIFF. Images will be delivered back with their corresponding indexing data in an ASCII DIP file. • Other file types {1PEG, PDF, Word, etc.) will be delivered back in their native format if found. • Documents of like type (same file type) wilt be delivered back as complete documents. • Documents consisting of multiple file types will be delivered back as separate documents. • A Ueira conversion is the conversion of new data added io lire system di ter 'the iriiiisi conversion begins up until the point that AX no longer accepts new data. • Reconciliation will be provided for the following items: Documents not delivered due to Format All media received, converted, not converted, and delivered Client Hardware Deployment Client hardware deployment includes those activities required to make EDMS client hardware available for use. Revolutionizingthe Delivery of Human Services• Statement of Work • Client Hardware Deployment -- Phase 1 • Client Hardware Deployment - Phase 2 • Client Hardware Deployment - Phase 3 Weld County DHS Responsibilities • Install and configure client hardware. • Consistent with deliverable review and acceptance procedures, evaluate Client Hardware Deployment. Northwoods Responsibilities • Provide the necessary consultation and/or documentation for Weld County IT to install client hardware. • Validate client hardware is properly deployed. Assumptions/Dependencies • Weld County IT/DHS is responsible for consumable supplies for printers and scanners. 1.,►uer,t Software Deployment Client software deployment includes those activities required to make EDMS software available for use. Deliverable • Client Software Deployment - Phase 1 • Client Software Deployment - Phase 2 • Client Software Deployment - Phase 3 Wetd County DHS Responsibilities • Execute the appropriate software script at appropriate client workstations/user desktops to deploy client software. • Consistent with deliverable review and acceptance procedures, evaluate Client Software Deployment. Revolutionizing the Delivery of Human Services PAge Northwoods Responsibilities • Develop software deployment scripts. • Validate client software is properly deployed The milestone target is to place EDMS technologies into full production after the final product deliverable has reached an acceptable level of stability and after all functional requirements have been fulfilled in the system design. Testing of the system consists of a series of tests of the system components, with each set of tests being performed against a progressively larger grouping of components until the operational system has been verified in its entirety. Preliminary testing efforts are limited to those individuals involved in the configuration of various software modules. Following successful testing, configuration settings are re-baselined, representing the completed, client -accepted system ready for Production Release. A Test Plan is developed by the Northwoods Project Team. The plan details the tasks, resources, and activities of testing for the various stages of the test process. Once completed, it is submitted for review and approval. Upon approval, the Test Plan is placed under version control and the team proceeds with test activities in accordance with the plan. Deliverable • Test Plan Weld County DHS Responsibilities • Consistent with deliverable review and acceptance procedures, evaluate Test Plan. Northwoods Responsibilities • Prepare and submit lest Plan to DH5 Project Manager for review. 1-raining/Test System installation Weld County IT provides a test/training environment for the Northwoods Project Team to provision a separate instance of the production database for the purpose of post -production training and testing. Following production release/authorization, the training/test system provides a non -production environment in which system hardware and software can be rigorously developed, tested, and deployed. This approach helps stabilize the system by ensuring that any changes are correct and welt - tested once the system has been brought into production. Revolutionizing the Delivery of Human Services* Statement of Work I •: II 1.111/ L7Lt LII1I -'Ii I��,Irl,l)1,••IIL'111 Prl)p �l l The following table provides a description of each environment and identifies the degree to which access and changes are controlled. Environment Deliverable Description Change/Access 1. ,� +11:11r •1. ,.{I :I{"1 „7(i•1.1'gtI IIl(i •LI I I •1,. • I „„ .�i'I n,lr",�I„ .nul nnIi,}u dll,nl t: I::I nrr, t•� �Itl `lU1�,lf.. ,I '.� li hi I, :�qi; i. �I :I.:/I.• I .Ilan 'I,..II.•1 p:rrnllll, a; I.n , .11� !'q I�nll �.,, ,II �,lI I, u, i� �I,1. II t ,� ... '.'rII \ II ,I1 I 1'., 1II I)I1, !Itll',, `• 1• Itl I 111,1, 1.1►• ,. 1•I Ic' •rl I • Training/Test System Weld County DHS Responsibilities I.I • Provide a test/training environment. • Consistent with deliverable review and acceptance procedures, evaluate Training/Test System. Northwoods Responsibilities • Create Training/Test System. Assumptions/Dependencies • Client data integrity is not supported by the Training/Test System. • Client data in the Training/Test System is not migrated to the production system. • A Training/test environment with appropriate security and network access levels is required for Northwoods Project Team to provision a test instance of the production database. integration Testing Integration testing of the complete, integrated production system by the Northwoods Project Team confirms the system's compliance with specified requirements. Integration testing involves testing of the complete end -to -end system to verify all system functional and performance requirements. This stage of testing Includes the execution of a comprehensive set of functional and operational tests. Revolutionizing the Delivery of Human Services• Par;, I During integration testing, the traceability of functional requirements demonstrates the realization of user requirements into the delivered product. Test cases form the basis for functional testing. Each test case is linked to at least one functional requirement. As the test cases are executed, the results are recorded and analyzed to address: • Compatibility of all system components within the operating environment. • End -to -end verification across all subsystems. • Reliability and usability of the subsystem interfaces. • Integrity of system design using "real" test data, users and procedures. • System ability to perform in operational scenarios. The execution of each test case results in a pass or fail outcome. AU functional requirements related to a test case are considered satisfied upon successful execution of a particular test case. As test cases are executed, defects are recorded, reviewed, clarified, investigated, and confirmed by the test engineer. Once defects have been confirmed, they are categorized for severity (see Appendix A — Testing Severity Levels) and entered into the issue Log. Any severity 1 (critical) and severity 2 (major) defects requires re• execution of the design process. Severity 3 (moderate) defects require re -execution of the design process only when they represent more than 10% of total test cases. Once a defect is corrected, regression testing of the test case occurs. This process is repeated until all severity 1 (critical), severity 2 (major) are corrected and until severity 3 (moderate) are no more than 10% of total test cases. Deliverable • integration Testing - Phase 1 • Integration Testing - Phase 2 • Integration testing - Phase 3 Weld County DHS Responsibilities • Consistent with deliverable review and acceptance procedures, evaluate Integration Testing. No• 'thwood ncspoilsibiiities • Perform Integration Testing. • Provide an Integration Test Summary Report to OHS Project Manager for review, Assumptions/Dependencies • Weld County OHS/IT will provide the appropriate network access and security privileges for designated testers. Revolutionizing the Delivery of Human Services• Statement of Work • ► fling A train -the -trainer (TTT) implementation approach leverages the expertise and experience of Weld OHS staff. With the train -the -trainer implementation approach, Weld OHS trainers incrementally expand their knowledge. Their associated skills are in turn shared across the entire agency to create widespread competency, promote self-sufficiency, and reduce the dependency on a limited number of staff. Trainer development and training activities occur in three stages. • Train -the -Trainer Workshop (Phase 1) • limited production pilot (Phase 1) • Full Production Implementation (Phase 1, Phase 2 and Phase 3) A 4 -day train -the -trainer workshop provides the necessary training and materials for up to 9 Weld DHS trainers to deliver end user training in a professional and confident manner. The course includes software product training with hands-on, structured software practice exercises. "Teach back" sessions provide an opportunity for each learner to practice using instructional materials. Each trainer in training receives a full package of electronic instructional materials (PowerPoint modules, instructor guides, and structured student exercises) and product documentation. Following the train -the -trainer workshop, DHS trainers attend all training courses for case management staff and provide classroom support for Northwoods trainers during limited production pilot for phase 1. In addition, OHS trainers assist with implementation support of limited production end users. OHS trainers assume sole responsibility for training full production end users for all project phases (phase 1, phase 2 and phase 3). Training delivery is provided through a combination of on -site training at Weld OHS facilities and remote web- based learning. • Web -based Training - A self -paced, interactive delivery method accessible through the Northwoods Learning Management System (MS) in recorded video format. • Instructor -led Training (ILT) - An interactive delivery method delivered by an instructor in a classroom environment. • One -on -One. On -site Instruction - An interactive, informal delivery method where a subject matter expert and a learner or a small group of learners meet for a specific duration of time in a common location. The following table provides a description for each training course for the Project. COURSE NAME DELIVERY METIIOL, ,rrc1 ni ui, r1• i. i iirl tr I'u Revolutionizing the Delivery of Human Services• t' niont of Work font. Iif)' u'rlrrIt Nr1'111,1P.'1;Wilt I'r(,ft); I I, ,Cain::•Jilt1I1.1"r1• taunt1j1.lt,I, ,,'' PI -14 ',11'14. l�•lilil•: l,) Il.,lL ' (1'.1111` tl1.,tlrttll,414 ! '1I,1(.'1ni!', • • * • 1rt U'11: I,1 rlllr_ Illy. L' ll I1 I( ') ('111,•.,-. Ill/' t tlwly,4'Ii'• N,• 4U 't i' !Ir'.I ('411.• f!1'• t r11U,,.. I ',1' , . ;Ili f!I'ir!,ttlr'lli ill Olio, I I I r:'.'.'..4,. .I4,,'c 1. Ii ,4,I4 .,11. , On` On' I,:•44.14 I,: 11444.•, 4.41:4,:i' .i I, In h." ,l''uNrn� I •:•.ii't.•, 111 .i,,,• , .1?4. 'I r<r_I, ,t•„r,ll '',q U. I'f)rl 1r -WWI; • i'q.11''•: 'ilt:i'. 'I 1 ,• Ills:l ll.,t,i, `I •!I n !IV,,, r, ."IFr li cl,' :1lI .• u' inul ,'".,I ', ui ! ,.:1.Aq�l 4,c ii !Or 4.I I.. '4, 1 U' 4,11.!1(•! 11 ,1 .141 '•II(I ..'I. ^'•I I',' 'I Ii'Ij ''ii'.'', II'1I'I .I Ili•i;••-I 4.1,. 4,;I IL''Ii ...HI jl,lr l'lf a'llllr,l,' I ; ht. lli 5, 'd'.•'lII iu:I".•r'. I••.Iln '!t' a:. _.•'I it I"4. .. t illl. . +IS'lU"•'! N'FI!Y.IIrI 114.1), l'•it 1.11'1'. f t•'•,' L •' .11 i'.1 I%;1'1) ;:u, .4-!7114.1' �h111 t. I�;'I if' •1 '11'1 ' •11('1) ,t 1f! ciil '71.111. ,•,l'Ii I'1.i ri '1, •r h 1 .'.I I•• '.lif ".f r'I':c k'ril'l In) U•1i11111 'LJc:ncI tit :..l'illl P. 111(1 :,•trl,•VJI ; !tow,' ail I I IN.t,',Jltr:ilr(',1 01 ;-1,i; 4,l;i'a..' ii c' 4,'I+1)1'11 :,r. 1. 111.1111, ' I'Ip 11 .'t 4,•v 1r•tl .'-III .•.�1�:,r ih. n I'.Irr•ri _..ilr'.' I .' Irt'Ui r. •1tit rll.IIl .'r•, .11lil'n•',t'i•, , I•'' 1' :,111.11• 11 1.111'.11,' 'I1:.U!Itl' Jr' !•4,1114_ 1)111'. Ill, I•!1,11'r 4.1 u11J 1)1 ,. •1: 7•Ib'y N1; N�; Idl•.'tl y:("1. ,•Rrl unntr.1lr71; :1'a con 1i1,, 1%, IC\IIi'1III, :iii!t IllI'y4.11ltt•'�,1 ,,, i1i•'Ur lillll, I' ',of, I•' rl,h ;0_0% r , Training tracks are segmented by role to ensure learners receive focused and relevant training instruction and materials. TIIAININC T'rAI c Ref, Coull;( NArot. I "I" ;,,• 111 PL,, ;,'1 1111. r .1.04 , v1. It,1 III, ;1111,,•1 •.'.iih..I1,. . • ,1.•4.,1.11,.1 'i•e t'J�fi .. rlr., 1, , (. .Ii! •t', . .. P',,..4.' 1 ' .'1 II: g, I I,•,r,lt1; 143'1)' ill' I!.Il1,ll1:. ..a .•; ib?.141••,:4.', i L'I't' iVt.ln.lr.rr .l .f•r,lnl.'_I !.11!•. r 1)111„I ' ,'., (L'Lllt,l l4., 4 '4,.1 .1• •.l I" I.I,rn,/ P,i .,e 18 Revolutionizing the Delivery of Human Services• Statement of Work Ir l ilr,,rII fh.,�!ti11ri11 �,Ia'1,ri"l 1, ll; f rltEr'�I i1: I1. 11 il^N;rrrr_;Ilrrn;1 ill • I.•P I.'�i,irti'r .\ v -a 1�1 ti6'rll Il,lln+n f•, utlllyr I , L.r-: i•r_tl.+r.1.01r.,:inl .u• .!.t.\10.i FI r'� :lirll •Il lr. .1.Jll•ll,' r •+ IIl.l'.1 ' A Training Schedule is produced by the Northwoods Project Team as a project deliverable. The Training Schedule documents training session information for each training course. Northwoods is not responsible for makeup training sessions for Weld County DHS staff that are unable to attend scheduled training sessions. Deliverables • Training Schedule • System Administration Training • Train -the -Trainer Workshop • Core Training - Phase 1 Limited Production Pilot • Case Manager Basic Skills Training - Phase I Limited Production Pilot • Case Manager Advanced Skills Training - Phase 1 Limited Production Pilot • Supervisor Skills Training - Phase 1 Limited Production Pilot • Front Desk/Mailroom Skills Training - Phase 1 Limited Production Pilot Weld County DHS Responsibilities • Provide the Northwoods Project Manager with the name, email address, and position title for each user scheduled to attend Core Training. • Consistent with deliverable review and acceptance procedures, evaluate Training Schedule. • Consistent with deliverable review and acceptance procedures, evaluate Train -the -Trainer Workshop. • Consistent with deliverable review and acceptance procedures, evaluate Front Desk/Mailroom training. • Consistent with deliverable review and acceptance procedures, evaluate the following training courses for phase 1 limited production pilot end users: 0 Core Training n Case Manager Basic Skills Training Revolutionizing the Delivery of Human Services• „r A'1 u . rr. •r 1 1 1 o Case Manager Advanced Skills Training o Supervisor Skills Training • Deliver the following training for full production end users for phase 1, phase 2 and phase 3: Core Training o Case Manager Basic Skills Training o Case Manager Advanced Skills Training o Supervisor Skills Training • Consistent with deliverable review and acceptance procedures, evaluate System Administration Training. • Consistent with approved Training Schedule, provide the appropriate office space and equipment (e.g., chair, desk, etc.) and projection equipment (optional) for all instructor -led classroom training sessions. Northwoods Responsibilities • Prepare and submit Training Schedule to DNS Project Manager for review. • Establish lMS user accounts for each learner and provide the Weld County OHS Project Manager with the login information for each learner. • Consistent with approved Training Plan, deliver Train -the -Trainer Workshop for up to 9 DHS Trainers. • Consistent with approved Training Plan, deliver Front Oesk/Mailroom training. • Consistent with approved Training Plan, deliver the following training courses for up to 20 limited production pilot end users: Core Training o Case Manager Basic Skills Training • Case Manager Advanced Skills Training o Supervisor Skills Training • consistent with approved Training Pian, deliver System Ndminisireiiun Training ibi up iu i EOMS System Administrators. Assumptions/Dependencies • Adobe Flash Player and sound is required on client computers for playback of web -based training videos. ▪ To prevent disruption in the work environment, a private setting and/or headsets are recommended during playback of web -based training videos. Revolutionizing the Delivery of Human Services° Statement of Work Limited Production Pilot Limited production pilot provides an opportunity for a cross -functional group of end users to exercise system features using real -world scenarios in a limited scale environment. The purpose of limited production pilot is to test and finalize new/revised business processes and to develop operational guidelines, procedures and communications prior to full scale production deployment. In -unit implementation support for phase I limited production end users provided by the Northwoods Project Team and Weld DHS Trainers facilitates greater acceptance of new technologies and the adoption of new/revised business processes. Deliverables • Limited Production Pilot Implementation Support Weld County OHS Responsibilities • Assist the Northwoods Project Team with in -unit implementation support of limited production end users (OHS Trainers). • Finalize new/revised business processes and develop operational guidelines, procedures and communications. • Consistent with deliverable review and acceptance criteria, evaluate Limited Production Implementation Support. Northwoods Responsibilities • Provide in -unit implementation support for up to 20 limited production end users. Full Production Deployment Following limited production pilot, training and support for full production end users begins. to -unit Implementation support for full production users (all phases) is provided by Weld OHS trainers, Weld County IT and limited production pilot end users. Weld County DHS Responsibilities • Provide in -unit implementation support for full -production end users. Revolutionizing the Delivery of Human Services° Page ' t I �r,r 111 -11 r:, "I raining Documentation The following project documentation is delivered in electronic format: • User Manuals • Quick Reference Guides (QRG's) • System Administration Manual Deliverable • Training Documentation Weld County OHS Responsibilities • Consistent with deliverable review and acceptance criteria, evaluate Training Documentation. Northwoods Responsibilities • Publish electronic versions of documentation to a shared network delivery. • Submit Training Documentation deliverable to OHS Project Manager for review. Project Timeline The following estimated Project Timeline provides a high-level representation relative to each project phase, beginning at Project Kickoff for each phase. Month Phase 1 86 Business Days I 2 3 4 5 Phase 2 Phase 3 68 Business Days 46 Business Days I 5 7 a s Location and Hours of Work r i to •ti In order to improve implementation costs and reduce deployment barriers, the work activities performed by the Northwoods Project Team are performed remotely and on location at Weld County. As a result, Weld County DHS/IT must provide the following to the Northwoods Project Team: • Open/escorted facility access for Project Team members (including after hours when work activities cannot be accomplished during normal business hours) Revolutionizing the Delivery of Human Services' Statement of Work • i,., )u, ,) ;ui,. n ':,:u,:; •,:.r ,,nr nr ,ice • Office space and/or cubicles with the ability to be secured (under lock and key)and at least one active network jack (Ethernet connection) and one electrical connection • Office furniture (desks and chairs) • Telephone (local use only) • Shared networked printer(s) Meeting rooms with an overhead projector, whiteboard, and supplies for conducting scheduled meetings • Free facility parking When possible, onsite work by the Northwoods Project Team occurs during regular business hours. On occasion, the Northwoods Project Team may work onsite during evenings, nights, weekends, holidays, and other non-standard work hours to maintain the project schedule. As a result, facility access during non-standard hours may be necessary. The following key activities are performed on location at Weld County DHS: • Project Planning Meeting • IT Planning Meeting • Project Kickoff • Business Requirements Field Observations and Discovery Sessions • Train the Trainer Workshop • Limited Production Pilot Training and In -unit Implementation Support (Phase 1) When working remotely, the Northwoods Project Team ensures the effective exchange of information and transfer of knowledge by using alternate methods of communication including but not limited to email, teleconferencing, and remote network access. A detailed project schedule, produced by the Northwoods Project Manager and approved by the Weld County DNS Project Manager as a project deliverable, identifies anticipated start and finish dates for all related project activities. Deliverable Review and Acceptance Project deliverables are subsidiary elements of a project product, each with its own separate hut interdependent deliverable scope. The tools, techniques, and procedures described in this section are used to create a clear and unambiguous definition of each project deliverable and of the process used to obtain acceptance of each deliverable. To be accepted by the customer, all deliverables must be: • In accordance with the scope of work defined for this Project. • Complete and ready for handover. Revolutionizing the Delivery of Human Services• Page 2 I!•n „f • Produced within the timeframes and budget agreed in this SOW and approved Project Schedule, or a satisfactory explanation given for the variance. • Accepted and signed -off by the Northwoods Project Manager. • Reviewed and approved by the Weld County OHS Project Manager in accordance with the defined acceptance criteria for the respective deliverable. Deliverable Classifications Depending on Its classification, project deliverables are reviewed through formal evaluation, functional review, or walk-through inspection. The purpose of deliverable classification is to ensure each deliverable receives the appropriate level of review and acceptance based on the characteristics, complexity, and source of the deliverable. • Formal Evaluation — The formal, systematic process of evaluating a deliverable for compliance to specifications. Formal evaluation is most appropriate for written deliverables requiring review by multiple subject matter experts. • Functional Review - The informal and immediate review of a deliverable. The purpose is to gain immediate feedback about the technical quality or content of the deliverable. Alterations to the deliverable product often occur as the deliverable is reviewed. Functional reviews are most appropriate for written deliverables or performance based deliverables within the area of expertise and/or responsibility of a single person or small work group. • Walk -Through Inspection —The informal and immediate examination of material or equipment. The purpose is to validate the completion of a deliverable work activity. Walk -Through inspections are most appropriate for performance based deliverables within the area of expertise and/or responsibility of a single person or small work group. functional reviews and walk-through Inspections typically allow for faster turnaround time for review and acceptance than formal evaluation. They differ from formal evaluation with their openness of structure in which direct verification occurs at the time of review or inspection. Peview Procedure Review procedures for each deliverable classification are provided below. Time periods are in business days or (Monday through Friday 8:00 a.m. to 5:00 p.m. Eastern Time Zone, excluding Northwoods holidays). Formal Evaluation The following deliverable acceptance procedure describes the formal evaluation process: 1. The Northwoods Project Manager submits a Deliverable Acceptance Form as the deliverable is completed. Within five (5) business days, the Weld County OHS Project Manager and any Revolutionizing the Delivery of Human Services' • Statement of Work I,I necessary subject matter experts complete an evaluation of the deliverable for the conformance to acceptance criteria. 2. If the deliverable meets the outlined specifications, the Weld County DHS Project Manager signs the Deliverable Acceptance Form acknowledging acceptance of the deliverable_ The Weld County DHS Project Manager then returns the form to the Northwoods Project Manager within the five (5) day review period and no further action is necessary. 3. Should a deliverable fail to conform to acceptance criteria, the Weld County OHS Project Manager must adequately document the deficiency in the Deliverable Acceptance Form and return the form to the Northwoods Project Manager within the five (5) day review period. The Northwoods Project Manager then facilitates corrective action and returns the corrected deliverable within a mutually agreed -upon timeframe. 4. The Weld County OHS Project Manager evaluates and approves or rejects corrected deliverables received from the Northwoods Project Manager within five (5) business days, unless the Weld County OHS Project Manager notifies the Northwoods Project Manager within the five (5) days that additional time is required for the review. Both Northwoods Project Manager and Weld County OHS Project Manager must mutually agree to the time of the extension. 5. Should additional corrective action be necessary, both the Northwoods Project Manager and Weld County OHS Project Manager must mutually agree to the time period for corrective action. 6. Any deliverables not evaluated and returned to the Northwoods Project Manager for correction within the agreed upon period are deemed accepted by Weld County OHS. Functional Review The following deliverable acceptance procedure describes the process for functional reviews: 1. The Northwoods Project Manager meets with the Weld County OHS Project Manager to review the deliverable for conformance to acceptance criteria. As needed, additional reviewers may review the deliverable based on specific areas of expertise. 2. The Weld County OHS Project Manager determines if the deliverable should be accepted or rejected. Should a deliverable fail to conform to acceptance criteria, the Northwoods Project Manager and Weld County OHS Project Manager may immediately attempt to make alterations to the deliverable. If the deliverable meets the outlined specifications, the Weld County OHS Project Manager signs the Deliverable Acceptance Form acknowledging acceptance of the deliverable and no further action is necessary. 3. Should a deliverable fail to conform to acceptance criteria and immediate alterations are unsuccessful or not practical/possible, the Northwoods Project Manager documents the deficiency in the Deliverable Acceptance Form. The Northwoods Project Manager then facilitates corrective action and returns the corrected deliverable within three (3) days. The Revolutionizing the Delivery of Human Services" t.,.'•,ntr�t .:i r,J0rl Northwoods Project Manager and Weld County OHS Project Manager may mutually agree to a time extension if additional time is necessary for corrective action. 4. Following corrective action, the Northwoods Project Manager notifies the Weld County DHS Project Manager. The Northwoods Project Manager and Weld County OHS Project Manager meet within three (3) days after notification of corrective action is sent to the Weld County OHS Project Manager for the Weld County OHS Project Manager to approve or reject the corrected deliverable, unless the Weld County OHS Project Manager notifies the Northwoods Project Manager that additional time is required. Both the Northwoods Project Manager and the Weld County OHS Project Manager must mutually agree to a time extension to review the corrected deliverable. 5. Should additional corrective action be necessary, both the Northwoods Project Manager and the Weld County OHS Project Manager must mutually agree to the time period for corrective action. 6. Any deliverables not inspected within the agreed upon period are deemed accepted by the Weld County DHS Project Manager. Walk -Through Inspection The following deliverable acceptance procedure describes the process for walk-through inspections: 1. The Northwoods Project Manager meets with the Weld County OHS Project Manager to review the deliverable for conformance to acceptance criteria. As needed, additional reviewers may review the deliverable based on specific areas of expertise. 2. The Weld County DHS Project Manager determines if the deliverable should be accepted or rejected. Should a deliverable fail to conform to acceptance criteria, the Northwoods Project Manager and Weld County OHS Project Manager may immediately attempt to make alterations to the deliverable. If the deliverable meets the outlined specifications, the Weld County OHS Project Manager signs the Deliverable Acceptance Form acknowledging acceptance of the deliverable and no further action is necessary. 3. Should a deliverable fail to conform to acceptance criteria and immediate alterations are unsuccessful or not practical/possible, the Northwoods Project Manager documents the deficiency in the Deliverable Au xpta.ICe Form. The r ortnwoods Project Manager then facilitates corrective action and returns the corrected deliverable within three 13) days, The Northwoods Project Manager and Weld County OHS Project Manager may mutually agree to a time extension if additional time is necessary for corrective action. 4. Following corrective action, the Northwoods Project Manager notifies the Weld County DHS Project Manager. The Northwoods Project Manager and Weld County OHS Project Manager meet within three (3) days after notification of corrective action is sent to the Weld County DH5 Project Manager for the Weld County OHS Project Manager to approve or reject the corrected deliverable, unless the Weld County OHS Project Manager notifies the Northwoods Project Manager that additional time is required. Both the Northwoods Project Manager and the Weld County OHS Project Manager must mutually agree to a time extension to review the corrected deliverable. ,k. Revolutionizing the Delivery of Human Servkes° Statement of Work S. Should additional corrective action be necessary, both the Northwoods Project Manager and the Weld County DHS Project Manager must mutually agree to the time period for corrective action. 6. Any deliverables not inspected within the agreed upon period are deemed accepted by the Weld County DHS Project Manager. Acceptance Log The Northwoods Project Manager will maintain an Acceptance log to document the delivery and approval of each deliverable. The Acceptance log will include the following information: • 1D - The identification number assigned to the deliverable. • Deliverable Description - Brief identification of the deliverable which may include the cross reference from the Project Management Plan or Acceptance Delivery Plan for the deliverable. • Date Submitted - The date the Northwoods Project Manager presents the deliverable to the Weld County OHS Project Manager for acceptance. roved or rejected by the Weld • Approval Decision- Indicates whether or not the deliverable is app County OHS Project Manager. • Date of Decision - Date that the approval or rejection decision by the Weld County DHS Project Manager took place. • Date of Decision - Date that the approval or rejection decision by the Weld County OHS Project Manager took place. Timeliness A mutually agreed upon Project Schedule establishes the baseline timefrarnes and how related deliverables are tracked and accounted for throughout the project. The Project Schedule is routinely evaluated by the Northwoods Project Manager for comparison of baseline data against actual performance. Risks and deviations to the plan are identified in written status reports and/or discussed during Project Team status meetings. As a result, the Northwoods Project Manager identifies schedule variance and potential problems, makes adjustments to the schedule and/or reassigns resources, and reports progress to appropriate stakeholders and team members. Acceptance Criteria The following table provides a deliverable description and identifies the review method and acceptance criteria standards for each deliverable in this Project. Revolutionizing the Delivery of Human Services 2hase 1 Deliverables DELIVtMab.L DEL 1-01 - Server Setup Development of the production server environment DEL 1.02 - Software Installation and licensing of server Installation/ Registration software and client software. DEL 1-03 — Client Procurement of phase 1 client Hardware Procurement hardware by Weld IT/DHS. DEL 1.04 - Baseline Project Schedule Defines work breakdown activities associated with developing project deliverables and executing project work for phase 1. Review method: Walk-through inspection Consistent with technical specifications provided by Northwoods, Weld County IT has provided and configured EDMS database and application servers. Weld County DH5/IT has provided the proper licenses for prerequisite server software to include Windows Operating System, Microsoft SQL Server, anti -virus protection and any required Client Access Licenses (CALs). Weld County IT has created data backup lobs to run on a regular schedule. Review method: Functional review Northwoods has completed installation and registration (i.e. software downloads, installation media, serial numbers, activation codes, etc.) for all server software and client software specified in the Purchase Agreement, Attachment A. Review method: Functional review Consistent with technical specifications provided by Northwoods, Weld County IT/DHS has procured all necessary EDMS client hardware. Review method —Formal evaluation The delivered Project Schedule addresses: • Deliverable task activities • Estimated work effort and durations for each task activity • Resource assignments for each task activity • Estimated start and finish dates for all task activities • Intermediate and terminating Revolutionizing the Delivery of Human Services' Statement of Work r. a CI n ,..,i Prni•- milestones • Summary tasks that roll up task activities and milestones DEL 1-005 - Requirements Traceability Matrix (RTM} DEL 1-06 -- Software Design Specification DEL 1-07 - Autofiil and ETL Requirements Document DEL 1-08 - Extract Transform Load (ETL) Process DEL 1-09 - Baseline Software Configuration Identifies which capabilities each system component in phase I should include with respect to business processes and business needs (functional requirements) and the source for satisfying each requirement. Details how the each software component will be configured to satisfy functional requirements. .11 . ' ." Extract Transform Load _• rrur, n,..nl Configuration of the ETL process to specifications in Autofill and ETL Requirements Document. Review method- Formal evaluation The RTM fully represents all functional requirements for the completed system. No items that are not part of the established project scope are included in the RTM. The RTM identifies the source for satisfying each requirement. Review method - Formal evaluation The Design Specification has been delivered and addresses how each system software module will be configured to satisfy project requirements identified in the RTM (phase 1). Review method - Formal evaluation 11,11 I II iII )r' 'I1 %I.'Ii,..',,•ri ,,,,I I 1 n.•...i-.. I 1 f, !H',I),,I�HIll ,•..1IO Review method - Functional Review �„ I 'I I.,, I, In : !hv•„r•' Review method- Functional review Consistent with Purchase Agreement, application software has been configured to the approved Software Design Specification. Software configuration settings have been placed under configuration management and baselined as a benchmark and Revolutionizing the Delivery of Human Services' •.;i`,rl: reference point for future system changes. DEL 1-10 - Backfiie Conversion of legacy paper case file Document Conversion documents into digital images for the purpose of providing access to legacy documents In electronic format via the EDMS. DEL 1.11 - Client Hardware Deployment DEL 1.12 - Client Installation and configuration of all client -side hardware by Weld County IT. Deployment of client software to Software Deployment phase 1 end user desktops. DEL 1-13 - Test Plan DEL 1-14 - Training/Test System Describes the strategy and approach used to plan, organize, and manage the project's testing activities to verify the functional behavior prior to transfer of the system to an operational production environment. A stand-alone environment nearly identical to the production system used for testing, and training purposes. DEL 1-15 - Integration End -to -end testing of the complete, Testing integrated production system. Review method - Functional Review The Backfile Document Conversion of up to 14 million pages is complete and random sampling indicates legacy document images are available in the EDMS. Review method: Wolk-through inspection All necessary EDMS hardware for phase 2 end users has been installed and configured. Review method: Functional review Client software for phase 1 (as noted in the Purchase Agreement) has been deployed and all licensed users have been provided access (via desktop shortcut). Review method: Functional review The final Testing Plan deliverable includes testing objectives, methods, procedures tools , release to production criteria, responsibilities and resource requirements to be used for testing. Review method: Functional review A test instance has been provisioned and reflects the current release (i.e. software modules and versions, permissions, and configuration options) of the Production System. Access to the training/Test System has been made available to a controlled user population. Review method: Formal evaluation Test cases for each software module have been developed. The production system has passed system testing with the following results: All test cases have been executed • Zero severity 1 (critical) or severity 2 (moderate) defects Revolutionizing the Delivery of Human Services" Statement of Worst • No more than 10% of total cases with severity 3 (minor or optional) defects (See Appendix A —Testing Severity levels} Final test results are provided in a Integration Testing Summary Report indicating the following. • The outcome of each test (pass/fail) • The name of the person executing the test • The date of the test • A description of any discrepancies between the outcome of a test and the expected results • Compliance with specified requirements Configuration settings have been baselined and placed under configuration management. DEL 1-16 — Training Schedule DEL 1-17 — Core Training Documents training session information for each phase 1 training course. Initial EDMS software training focusing on fundamental product knowledge. Revolutionizing the Delivery of Human Services ° Review method: Formal evaluation The completed Training Schedule has been delivered and addresses the following: • Training course descriptions • Intended audience for each training course • Training session dates and times • Maximum number of students and length of each training session Review method: Functional review Consistent with the course description and approved Training Schedule, each system user has been provided access to the Core Training course for thirty (30) calendar days. DEL 1-18 — Train -the - Trainer Workshop DEL 1-19— Front Desk and Mailroom Training DEL 1.20 - Case Manager Basic Skills Training (Limited Production Pilot) DEL 1-21- Case Manager Advanced Skills Training (Limited Production Pilot) UEL i-LL - Supervisor Skills Training (Limited Production Pilot) DEL 1-23 - Limited Production Pilot Implementation Support DEL 1.24 — Training includes the necessary training and materials to enable Weld County OHS trainers to deliver end user training in a professional and confident manner. Includes the necessary training and materials to enable front desk and mail processing staff to scan, index and route documents. Includes the necessary training and materials to enable case managers to perform case work activities using basic software functionality and related hardware peripherals. Includes the necessary training and materials to enable case managers to use advanced software functionality. to -unit implementation support provided by the Northwoods Project Team and Weld OHS Trainers. Electronically formatted training Review method: Functional review Consistent with the course description and approved Training Schedule, the 4 - day Train -the -Trainer Workshop has been delivered for up to nine (9) Weld County OHS trainers. A full package of electronic instructional materials (PowerPoint modules, instructor guide, and structured student exercises) has been provided in electronic format to each student. Review method: Functional review Consistent with the course description and approved Training Schedule, training has been delivered for front desk/reception and mail processing staff. Review method: Functional review Consistent with the course description and approved Training Schedule, basic skills training has been delivered for limited production pilot case managers. Review method: Functional review Consistent with the course description and approved Training Schedule, advanced skills training has been delivered for limited production pilot case managers. Review method: Functional review Consistent with the approved Baseline Project Schedule, in -unit implementation has been provided for up to 20 limited production pilot end users. Review method: Functional review Revolutionizing the Delivery of Human Services° Statement of Work (111)P -ti I,: .1 d., ,, iir Documentation references. Phase 2 Deliverables DEL 2-01— Baseline Project Schedule DEL 2.02 — Requirements Traceability Matrix (RTM) DEL 2.03 - Software Configuration Defines work breakdown activities associated with developing project deliverables and executing project work for phase 2. identifies which capabilities each system component in phase 2 should include with respect to business processes and business needs (functional requirements) and the source for satisfying each requirement. I Revolutionizing the Delivery of Human Services" The following training material has been delivered and/or published in electronic format: • User Manuals • Quick Reference Guides • System Administration Manual Review method — Formal evaluation The delivered Project Schedule addresses: • Deliverable task activities • Estimated work effort and durations for each task activity • Resource assignments for each task activity • Estimated start and finish dates for ail task activities • Intermediate and terminating milestones • Summary tasks that roll up task activities and milestones Review method — Formal evaluation The RIM fully represents all functional requirements for the completed system. No items that are not part of the established project scope are induded in the RIM. The RTM identifies the source for satisfying each requirement. Review method — f=unction! review Consistent with Purchase Agreement, phase 1 Baseline Software Configuration has been updated to include: phase 1 Baseline Software Configuration 1 :I,.r .•It: ,�� Worl' -��_. I... rh'• rJln nl hdl.rn.lf;r'111PIr9 i'1,,1,. are limited to include: • Addition of phase 2 end users. • Additional document groups and document types to accommodate phase 2 programs areas/departments. DEL 2.04 - Client Deployment of client software to Review method: Functional review Software Deployment phase 2 end user desktops. DEL 2-05 - Integration Testing of phase 2 software Testing configuration. DEL 2-06 - Training Schedule Client software for phase 2 (as noted in the Purchase Agreement) has been deployed and all licensed users have been provided access (via desktop shortcut). Review method: Formal evaluation Test cases for each software module have been developed. The production system has passed system testing with the following results: • All test cases have been executed • Zero severity 1 (critical) or severity 2 (moderate) defects • No more than 10% of total cases with severity 3 (minor or optional) defects (See Appendix A - Testing Severity Levels) Final test results are provided in a Integration Testing Summary Report Indicating the following: • The outcome of each test (pass/fail) • The name of the person executing the test • The dare of the test • A description of any discrepancies between the outcome of a test and the expected results • Compliance with specified requirements Configuration settings have been baselined and placed under configuration management. Documents training session Review method: Formal evaluation Information for each phase 2 training The completed Training Schedule has Revolutionizing the Delivery of Human Services° Statement of Work . 1,1 I course. Phase 3 Deliverables been delivered and addresses the following: • Training course descriptions • Intended audience for each training course • Training session dates and times • Maximum number of students and length of each training session DELIVERABLE O($CR:PT'0N ACCEPTANCE CRITERIA DEL 3.01 - Baseline Project Schedule DEL 3.02 - Requirements Traceability Matrix (RTM) DEL 3.03 - Software Defines work breakdown activities associated with developing project deliverables and executing project work for phase 3. Identifies which capabilities each system component in phase 3 should include with respect to business processes and business needs (functional requirements) and the source for satisfying each requirement. Review method - Formal evaluation The delivered Protect Schedule addresses: • Deliverable task activities • Estimated work effort and durations for each task activity • Resource assignments for each task activity • Estimated start and finish dates for all task activities • intermediate and terminating milestones • Summary tasks that roll up task activities and milestones Review method - Formal evaluation The RTM fully represents all functional requirements for the completed system. No items that are riot part of the established project scope are included in the RTM. The RTM identifies the source for satisfying each requirement. Review method - Functional review Revolutionizing the Delivery of Human Services" P„:.: ; ,•t b,,rI. „ II Configuration Consistent with Purchase Agreement, phase 1 Baseline Software Configuration has been updated to include: phase 1 Baseline Software Configuration are limited to include: • Addition of phase 2 end users. • Additional document groups and document types to accommodate phase 3 programs areas/departments. DEL 3-04 - Client Deployment of client software to Review method: functional review Software Deployment phase 3 end user desktops. DEL 3-0S - Integration Client software for phase 3 (as noted in the Purchase Agreement) has been deployed and all licensed users have been provided access (via desktop shortcut). Testing of phase 3 software Review method: formal evaluation Testing configuration. Test cases for each software module have been developed. The production system has passed system testing with the following results: • All test cases have been executed • Zero severity 1 (critical) or severity 2 (moderate) defects • No more than 10% of total cases with severity 3 (minor or optional) defects (See Appendix A - testing Severity Levels) Final test results are provided in a Integration Testing Summary Report indiratino fho fnlinwina• • The outcome of each test (pass/fail) ▪ The name of the person executing the test • The date of the test • A description of any discrepancies between the outcome of a test and the expected results • Compliance with specified requirements Configuration settings have been baselined and placed under configuration Revolutionizing the Delivery of Human Services° Statement of Work management. DEL 3.06 — Training Schedule Documents training session information for each phase 3 training course. Project Acceptance A,.ceptance Criteria Review method: Formal evaluation The completed Training Schedule has been delivered and addresses the following: • Training course descriptions • Intended audience far each training course • Training session dates and times • Maximum number of students and length of each training session The following acceptance criteria are used to acknowledge acceptance of the final project deliverable: • All project work requirements have been completed or acceptance for variance has been approved. • All project deliverables have been accepted or acceptance for variance has been approved. • Any approved change orders have been completed. • A suitable workaround exists for all critical (severity 1) and moderate (severity 2) issues. • No more than 10% minor or optional defects (priority 3). Acceptance Procedure The following procedure describes the process for project acceptance: 1 The Northwoods Project Manager submits a Project Acceptance Form once the project is completed. Within five (5) business days, the Union DSS Project Sponsor, or authorized designee, completes an evaluation of the final project deliverable for the conformance to project acceptance criteria. Revolutionizing the Delivery of Human Services. . Ige , 2 If the final project deliverable meets the outlined criteria, the Union DSS Project Sponsor, or authorized designee, signs the Project Acceptance Form to acknowledge acceptance of the project. The Union DSS Project Sponsor, or authorized designee, then returns the form to the Northwoods Project Manager within the five (5) day review period and the project is considered accepted. 3 Should the final project deliverable fail to conform to acceptance criteria, the Union D5$ Project Sponsor, or authorized designee, must adequately document all deficiencies in the Project Acceptance Form and return the form to the Northwoods Project Manager within the five (5) day review period. The Northwoods Project Manager then facilitates corrective action and returns the corrected deliverable within a mutually agreed -upon timeframe. 4 In the event the Project Acceptance Form is not returned to the Northwoods Project Manager within the five (5) day review period or within the agreed upon extension period (for corrective action), the project is deemed accepted by Weld County OHS. Roles and Responsibilities Executive Review Committee The purpose of the Executive Review Committee is to sponsor the EDMS project and audit progress toward achieving the project's objectives. The following people compose the Executive Review Committee: PRo1LCT Rot.t Policy Team RiSPONSIR,Lir• The Policy Team, which is comprised of a select group of managers and/or supervisors from Weld County OHS, is responsible for the development, review, evaluation, and communication of business practices/policies related to the EDMS implementation. Having this team in place ensures that business process changes for the EDMS project are consistent with the organization's policies and procedures. Revolutionizing the Delivery of Human Services' Statement of Work n ( till i(•,`I When new or revised practices/policies are identified, the project team works with the Policy Team to develop them and incorporate their implementation at the same time the technology is implemented. Project Team The Project Team ensures that implementation tasks are completed as planned. The following roles compose the project team: ,_Meld County IT Project Role Responsibility ;Held County DHS PROJECT ROLE Northwoods RESPONSIBILITY PROJEC f ROLE RESPONSIBILIrY Revolutionizing the Delivery of Human Services® li tVort .I.:, I 1� , I• 1... :I ,ili C'Iv :-! ',.i:; 'li '..L Ihi;" •1.11 T.Y.4;.• Revolutionizing the Delivery of Human Services* Statement of Work •.Ilr. Appendix A — Testing Severity Levels The following severity levels apply to the classification of testing defects. • severity 1 defect - Critical failure: A fatal error in which a product is unusable and testing cannot continue until a fix or work around is available. • Severity 2 defect - Major feature/function failure: The product does not operate as designed and impacts all or most users and/or results in a major loss of function. Testing is severely degraded but can continue using a difficult workaround. • Severity 3 defect - Moderate feature/function failure: The product does not operate as designed and impacts some users and/or results in a minor loss of function. Testing is restricted but can continue using a feasible workaround. • Severity 4 defect - Minor flaw: A routine issue that has little or no impact on the ability to use the product [e.g., aesthetic, misspelled word, misaligned text, etc.], including errors with documentation and testing procedures, or the reported incident cannot be isolated or repeated. A workaround is not required. Enhancement - Optional feature/function: The product functions as designed but a feature change (e.g., capabilities, navigation, etc.] is desired. Statement of Work Appendix B - Change Management Many projects suffer from "scope creep," "growing requirements," and changes in plans that ultimately cause unnoticed slippage in the budget and schedule and loss of the control needed to deliver the intended work products according to specifications. Whenever possible, the Northwoods Project Team works with Weld County DHS to identify in -scope workarounds for any out -of -scope requests. In the event an in -scope workaround is not available or desired, the Northwoods Project Team implements Change Control Procedures. charge Control Procedures The following change control procedures to ensure that changes within the project are made in a consistent manner and that key stakeholders are informed of the state of the requested changes and the impact of these changes. The Change Control Process is a 3 -step process. • Identification • Evaluation • Management The following diagram represents the Change Control Procedures for the Project. St,at+rmirt ar Work Ap1s'itilit II 1+.1 I ' r�rri+t 1t'Yllf'!tl .1r1rr1111is+�llbn MID • Iffeitomon Manapylonnret • i • • identification - A Charge Rcyurvt tURt From K o; -t1 TO formerly initiate change request- Typ$t of change )ogUi nts lo be i11i1!ietter: ,king, chi; fprrri includes change ttsthe project. AnV pr *c1 ctai4ertlalcier can kilt -late • change rt queat by requlsstinn a Char a I4egt est FCRJ Form* the Nurihw jad; P+a)ect Munagcr t Itc Northwacu1 : Pr) et t'Managpl tirre-ens the request IU detfernil11e whether to !14t tliera is meet ii r* Information lur etaluatturt The N it tirwoods Proji6ct rvt,lnil► at may renue5t that marP Inforrnatkm be provtd,ed. b„cc+ enough Irlt miarian It eirtrillatite to nsless- thtr•CR; the hlocthwood6. PrtojeCt MMhnw r [evllW¢s the to uCst Wtthl Ohk Weld COonty, DH5 Project tbtarraget, who. colltactivoly'dccftte if the •ckaneshould tot recamrtnten-dead for further evaluation All requests reCc+rnrric.niJt'!.1 Iv+ +.u.1b.,.rticrn Arta rinruniPrited Oy the Northwntacts Project rvldnigr;r In tier (.h,iri i' tIetttieyt I t'R •srhtrh Pd within itte Pru1�•Lt Web trio -.71 wnrlespartz. This final serves as a convenient I+sdto to odd; requt%lcIi t twnpr Nnrrhwo,riii Pre)j4 LI rortitiag °I assign! ,f number wt. -act) CR and trarif. th' r+xqueit foe f Uow't►p action The Ntwthwoods Oro -lint Manager r responstble for collecting and Skeins- "%sapriorr° artifacts Ilan e}cli chenve request 'shill fill si (but not I Ifni Ltd h 1: • text of a -maim rnl atirg iza tine change request • W DOOR r x5 relhtiri t to the change rogues; • InVest1er34Ion content ficvoitutionizAng the Delivery of Human 5ervrcete Ast • Estimates of project work effort, cost, and duration for each change request • Disposition notification indicating if and when the change wilt be implemented Statement of Work I 1,l.ln.,.-_ rtrr t Evaluation - The Northwoods Project Manager and Weld County DNS Project Manager can jointly accept in - scope or out -of -scope changes whose impact does not exceed the following threshold limits: • A delay of one or more days to any project deliverable, milestone or scheduled project completion date • Scope changes to any project deliverable • Negative impact on the quality of a project deliverable • Additional expenditures in excess of $100 or additional project resources • Requested changes/enhancements to project products If the change request exceeds any of the established threshold limits, the Northwoods Project Manager evaluates whether the CR is within the overall scope of the project. If the requested change exceeds the threshold but is within scope of the project, the Northwoods Project Manager refers the CR to the Northwoods Project Management Office (PMO) for a decision. Instances for which the CR exceeds the threshold but is not within scope of the project, the Northwoods Project Manager refers the matter to the Northwoods Change Control Board (CCB), which determines if the change request is to be implemented. The Northwoods Project Manager communicates decisions by the PMO/CCB to the Weld County OHS Project Manager. Requests for product enhancements are submitted to the Northwoods CCB through the Northwoods Project Manager. The Weld County OHS Project Manager is informed when a decision is made and the potential impact on the project. Management - The Northwoods Project Manager is responsible for implementing approved change requests and managing the risks associated with all approved or rejected change requests. The details surrounding all approved change requests expanding the scope of the project, are provided to each respective legal department to determine if such changes require a change to existing governing project documents or whether additional governing documents are required. Configuration Management Configuration Management (CM) focuses on tracking and controlling changes to the EDMS system throughout the project and consistent with project scope. CM Is an element of the overall Change Management Plan designed to control how Configuration Items (Cis) under configuration control are requested, implemented, and tracked. CM is closely related with controlling change, it is equally related with the elimination of unnecessary change proliferation. CM is implemented during the Project for the following purposes: • Limit changes to those which are necessary or offer significant benefit. • Maintain and control current configuration baselines. • Preserve configuration control at product interfaces. • Maintain consistency between product and documentation. • Facilitate continued supportability of the product after change. A configuration baseline is a collection of similar Cis that constitute the system configuration at a specific point in time. Creating and maintaining baselines is important because it provides a structure for orderly development of the system. Each new baseline, and its associated changes, collectively represents the evolution of the system. As the system evolves, changes are more strictly documented and controlled. Baseline categories include: • Conceptual Baseline (chances not controlled) — Provides direction to project scope and serves as a reference point to focus future work. • Functional Baseline f(liarrges loosely tot It - Represents requirements that capture the needs of the customer. • Preliminary Baseline (ch.ifiges rrrgderalely controlled) - Establishes the benchmark configuration once requirements are approved. • Test Baseline (channel strictly controlled) - Reflects the configuration release for testing. • Production Baseline (changes by chant order only) - Reflects a completed, client -accepted system that is ready for the production release. Revolutionizing the Delivery of Human Servkes• RESOLUTION RE: APPROVE PURCHASE AGREEMENT FOR SOFTWARE AND AUTHORIZE CHAIR TO SIGN - NORTHWOODS CONSULTING PARTNERS, INC. WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Purchase Agreement for Software between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and Northwoods Consulting Partners, Inc., commencing upon full execution of said agreement, and ending November 1, 2013, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Purchase Agreement for Software between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and Northwoods Consulting Partners, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 14th day of November, A.D., 2012. ATTEST: Weld County Clerk to the Bo the Board FORM: orney Date of signature: BOARD OF COUNTY COMMISSIONERS ELD COUNTY, COLORADO Chair David E. Long ra Kirkmeyer c l EXCUSED Douglas Rademacher or, . - J)9ARLIN g t'Vv\i NA) 61361. l) -5-1p- 2012-3243 HR0083 t NORTHWOODS CONSULTING PARTNERS, INC. PURCHASE AGREEMENT This Purchase Agreement (hereinafter referred to as "Agreement") is made and entered into this Li day of vc:.i uf, r< , 201 2, by and between Northwoods Consulting Partners, Inc., an Ohio corporation with its principal offices at 5815 Wall Street, Dublin, Ohio 43017, USA, (hereinafter referred to as "Northwoods"), and the company, person or entity executing this Agreement as the "Licensee" in the space provided below- (hereinafter referred to as "Licensee"): Licensee's Name: Licenser's Address: Weld County Department of Human Services 315 N. 11ih Ave. Greeley, Colorado 80631 RECITALS WHEREAS, Northwoods is the developer of a suite of highly configurable Commercial Off -The Shelf ("COTS") software marketed specifically to human and social services agencies throughout the United States; and WHEREAS, Licensee desires to purchase the Northwoods software products and solution detailed herein; and WHEREAS, Licensee understands that Northwoods has no obligation to customize the software provided pursuant to this Agreement, and that any request for customization of the software will be made at Northwoods' sole discretion and may require Licensee to pay additional money for such customization (any additional money or conditions to be subject to a change order or amendment signed by both parties). NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows: 1. Northwoods will undertake the delivery, installation and implementation of a specified Electronic Document Management and Business Operations Integrated Solution (hereinafter referred to as "Project") for the Licensee according to the terms detailed in the Agreement Documents. 2. The term "Agreement Documents" includes the following: (a) The price quote for this Project, detailed in Northwoods Proposal to Weld County DHS, Request for Proposal SS - 2012 -16, "Pricing — Amended 11/12/2012" (Attachment A); (b) The Compass® Software End User License Agreement (or "EULA") (Attachment B); (c) The Compass® Software Support Agreement (Attachment C); (d) The "Northwoods Remote Access Requirements" document (Attachment D); (e) The Statement of Work for this Project as detailed in the "Electronic Document Management Project Weld County Department of Human Services," dated October 26, 2012 (Attachment E); and (f) Any other document(s) submitted and accepted that detail(s) the terms and conditions of the Project. 3. The Agreement Documents are hereby incorporated into this Agreement by reference as if fully reproduced herein. Any inconsistencies between this Agreement and any of the Agreement Documents shall be resolved in the following order of preference: the Compass® Software End User License Agreement (or "EULA"); the Compass® Software Support Agreement; the Northwoods Remote Access Requirements document; this Agreement; the price quote; the Statement of Work; and finally any other documents in order of their date with the most recent document receiving highest preference. 4. Northwoods will furnish all staff, materials, supplies, and labor as detailed in the Statement of Work for this Project. Upon execution by both parties, any subsequent Statement of Work will become part of this Agreement. The Parties may modify the requirements of any Statement of Work through a written change order, and such written change order will become part of the Statement of Work when executed by authorized representatives of both parties. 5. This Agreement will be effective from , 201_ through , 201_, inclusive, unless otherwise terminated or extended by formal amendment. The expiration of this Agreement does not affect the Northwoods Consulting Partners, Inc. I of 7 (Confidential) Revision: September 14.2012 Cat existence and obligations of the Compass® Software End User License Agreement (or "EULA" ). and/or the Compass® Software Support Agreement. 6. Northwoods agrees to perform all of the work described in the Agreement Documents and comply with the terms therein for the total compensation amount of One Million, One Hundred Forty -Two Thousand, Eighty -Nine and 60/100 Dollars ($1,142,089.60), which amount includes the first year's annual support costs for the solution. Failure to remit timely payment of any invoice may result in Northwoods ceasing work on the Project. Further, any delay in the project that is the fault of the Licensee or is the direct result of Licensee's failure to comply with the terms of this Agreement and any of its Attachments will require Licensee to reimburse Northwoods' actual costs incurred as a result of said delay. 7. The payment detail for the compensation due pursuant to this Agreement is as follows: (a) Four Hundred Eighteen Thousand, Six Hundred and 00/100 Dollars ($418,600.00) in consideration of all of the hardware and software detailed in the Scope of Work, with the exception of RightFax software, will be invoiced upon execution of this Agreement and payment will be due within thirty (30) days after receipt of that invoice. Licensee shall be prepared to receive all hardware and software components on the day a purchase order for such components is received by Northwoods, unless other arrangements have been previously made. (b) Ninety -Three Thousand, Seven Hundred Sixty -Six and 40/100 Dollars ($93,766.40) in consideration of the first year's annual support costs and system administrator training costs (if applicable) will be invoiced according to the following schedule, and each payment will be due within thirty (30) days after receipt of the pertinent invoice. The first annual software maintenance period begins on the day the software is licensed. Software is licensed on the day the software is first installed on the customer's server. (I) Fifty -Seven Thousand. Four Hundred Twenty -Four and 64/100 Dollars ($57,424.64) will be invoiced upon execution of this Agreement: (2) Twenty -Two Thousand, Two Hundred Fifty -Six and 64/100 Dollars ($22,256.64) will be invoiced upon Phase H Project Kickoff: (3) Fourteen Thousand. Eighty -Five and 12/100 Dollars (814.085.12) will be invoiced upon Phase III Project Kickoff. (c) Three Hundred Forty Thousand, Eighty -Five and 00/100 Dollars ($340,085.00) in consideration of all professional services for Phase 1 of the Project will be invoiced according to the following schedule, and each payment will be due within thirty (30) days after receipt of the pertinent invoice: (I) One Hundred Thirty -Six Thousand. Thirty Four and 00/100 Dollars ($136,034.00), or Forty percent (40%) of the total compensation for services for Phase I, will be invoiced upon execution of this Agreement: (2) One Hundred Two Thousand, Twenty -Five and 50/100 Dollars ($102,025.50), or Thirty percent (30%) of the total compensation for services for Phase I, will be invoiced upon completion of Baseline System Configuration; (3) Sixty -Eight Thousand, Seventeen and 00/100 Dollars (868,017.00), or Twenty percent (20%) of the total compensation for services for Phase I. will be invoiced upon completion of System Testing; (4) Thirty -Four Thousand, Eight and 50/100 Dollars ($34,008.50), or Ten percent (10%) of the total compensation for services for Phase I ("Holdback"). will be invoiced upon completion of Phase I the Project. If Northwoods is wholly responsible for delaying Phase I by more than twenty percent (20°/n) of the expected Project Timeline for such Phase, Northwoods is subject to a penalty in an amount equal to ten percent (10%) of the Holdback for Phase I. For each seven (7) day increment thereafter for which Northwoods is wholly responsible for a delay in Phase I. Northwoods is subject to a penalty in the amount of ten percent (10%) of the Holdback up to a maximum penalty equal to the Holdback for Phase I. Northonnds Consulting Partners. Inc. 2 of (Conftdesna0 Revision: September 14.20/2 (d) Seventy Four Thousand, Five Hundred Ninety -Five and 00/100 Dollars ($74,595.00) in consideration of all professional services for Phase II of the Project will be invoiced according to the following schedule, and each payment will be due within thirty (30) days after receipt of the pertinent invoice: (1) Twenty -Nine Thousand, Eight Hundred Thirty Eight and 00/100 Dollars ($29,838.00), or Forty percent (40%) of the total compensation for services for Phase II, will be invoiced upon Phase II Project Kickoff; (2) Twenty -Two Thousand, Three Hundred Seventy Eight and 50/100 Dollars ($22,378.50), or Thirty percent (30%) of the total compensation for services for Phase II, will be invoiced upon completion of Software Configuration; (3) Fourteen Thousand. Nine Hundred Nineteen and 00/100 Dollars ($14,919.00), or Twenty percent (20%) of the total compensation for services for Phase II, will be invoiced upon completion of Client Software Deployment; (4) Seven Thousand, Four Hundred Fifty -Nine and 50/100 Dollars ($7,459.50), or Ten percent (10%) of the total compensation for services for Phase II ("Holdback"). will be invoiced upon completion of Phase II of the Project. If Northwoods is wholly responsible for delaying Phase II by more than twenty percent (20%) of the expected Project Timeline for such Phase, Northwoods is subject to a penalty in an amount equal to ten percent (10%) of the Holdback for Phase II. For each seven (7) day increment thereafter for which Northwoods is wholly responsible for a delay in Phase II, Northwoods is subject to a penalty in the amount of ten percent (10%) of the Holdback up to a maximum penalty equal to the Holdback for Phase II. (e) Sixty -Nine Thousand, One Hundred and 00/100 Dollars ($69,100.00) in consideration of all professional services for Phase III of the Project will be invoiced according to the following schedule, and each payment will be due within thirty (30) days after receipt of the pertinent invoice: ( I) Twenty -Seven Thousand, Six Hundred Forty and 00/100 Dollars ($27,640.00), or Forty percent (40%) of the total compensation for services for Phase III, will be invoiced upon Phase HI Project Kickoff, (2) Twenty Thousand, Seven Hundred Thirty and 00/100 Dollars ($20,730.00), or Thirty percent (30%) of the total compensation for services for Phase III. will be invoiced upon completion of Software Configuration; (3) Thirteen Thousand. Eight Hundred Twenty and 00/I® Dollars ($13,820.00). or Twenty percent (20%) of the total compensation fir services for Phase M. will be invoiced upon completion of Client Software Deployment; (4) Six Thousand, Nine Hundred Ten and 00/100 Dollars ($6,910.00), or Ten percent (10%) of the total compensation for services for Phase III ("Holdback"), will be invoiced upon completion of the Project. If Northwoods is wholly responsible for delaying Phase III by more than twenty percent (20%) of the expected Project Timeline for such Phase. Northwoods is subject to a penalty in an amount equal to ten percent (10%) of the Holdback for Phase III. For each seven (7) day increment thereafter for which Northwoods is wholly responsible for a delay in Phase III, Northwoods is subject to a penalty in the amount of ten percent (10%) of the Holdback up to a maximum penalty equal to the Holdback for Phase M. (0 One Hundred Thirty -Three Thousand. Eight Hundred and 00/100 Dollars ($133,800.00) in consideration of all data conversion services will be invoiced according to the following schedule and each payment will be due within thirty (30) days after receipt of the pertinent invoice: (I) Fifty -Three Thousand. Five Hundred Twenty and 00/100 Dollars ($53,520.00), or Forty percent (40%) of the total compensation for data conversion services, will be invoiced upon execution of this Agreement: (2) Thirteen Thousand, Three Hundred Eighty and 00/100 Dollars ($13.380.00). or Ten percent (10%) of the total compensation for data conversion services, will be invoiced upon completion of Phase I Baseline System Configuration; (3) Thirteen Thousand, Three Hundred Eighty and 00/100 Dollars ($13,380.00), or Ten percent (10%) of the total compensation for data conversion services, will be invoiced upon completion of Phase I System Testing; Nnrthunodr Consulting Partners, Mr. 3 of /Confidential! Revision: September 14.2012 iitstr (4) Fitly -Three Thousand, Five Hundred Twenty and 00/100 Dollars ($53,520.00), or Forty percent (40%) of the total compensation for services for data conversion services, will be invoiced upon completion of the data conversion services. (g) Ten Thousand, Eight Hundred Four and 80/100 Dollars ($10,804.80) in consideration of all RightFax software will be invoiced upon the completion of Phase 1 Baseline System Configuration and payment will be due within thirty (30) days of receipt of that invoice. However, should it be determined RightFax will not be part of the Project, no invoice will be sent nor will Licensee have obligation for payment for such software. (h) One Thousand, Three Hundred Thirty -Eight and 40/100 Dollars ($1,338.40) in consideration of the first year's RightFax annual support costs and system administrator training costs (if applicable) will be invoiced upon completion of Phase I Baseline System Configuration and payment will be due within thirty (30) days after receipt of that invoice. The first annual software maintenance period begins on the day the software is licensed. Software is licensed on the day the software is first installed on the customer's server. However, should it be determined RightFax will not be part of the Project, no invoice will be sent nor will Licensee have obligation for payment for support of such software. Notwithstanding Section 3, the compensation terms contained within this section of the Agreement supersede any contradictory compensation provisions found in any of the Agreement Documents. 8. Licensee acknowledges and agrees that Northwoods requires on-line access to the Software to be installed on Licensee's systems in order for Northwoods to properly install and configure the system and to provide Support Services hereunder, and that the compensation detailed above is predicated on Northwoods having adequate secure remote access. Accordingly, Licensee agrees that it shall install and maintain, at Licensee's sole cost and expense, properly functioning and appropriate, industry standard communications software approved by Northwoods; and Licensee shall establish and maintain, at Licensee's sole cost and expense, an adequate secure connection with Northwoods to facilitate Northwoods' remote support services. Details of the required ports and acceptable applications arc found within the "Northwoods Remote Access Requirements" document incorporated by reference as if fully restated herein. 9. Requirements of Licensee with regard to the purchase of Compass® CoPilot software (if applicable): I) Licensee staff that will use the Compass® CoPilot software must be fully trained on the use and operation of the tablet on which the Compass® CoPilot software will run prior to Project kick-off. 2) Licensee acknowledges and understands that any and all third party applications, including but not limited to those purchased or installed by Licensee at the recommendation of Northwoods, or pre -installed on the tablet on which the Compass® CoPilot software runs, are not owned by Northwoods. Licensee agrees that Northwoods is not responsible for examining or evaluating the content or activities and does not warrant and will not have any liability or responsibility for any such third -party applications, nor does Northwoods have any responsibility for providing support services for any such third party applications, unless specifically agreed to in a signed written agreement between the Parties. The obligations of Licensee under this section and all disclaimers of warranties and limitations of liability set forth herein shall survive any termination of this Agreement. 10. This Agreement may be terminated by either party upon thirty (30) days notice, in writing, delivered upon the other party prior to the effective date of termination. In the event of termination by either party, Licensee shall be responsible for payment for all hardware, software, and services rendered by Northwoods through the date of termination. The termination of this Agreement does not affect the existence and obligations of the Compass® Software End User License Agreement (or "EULA"). and/or the Compass® Software Support Agreement. I I. This Agreement shall be binding upon all parties hereto and upon their respective heirs, executors, administrators, successors, and assigns. 12. This Agreement shall not be modified in any manner except by an instrument, in writing, executed by all parties to this Agreement. Northwood; Consulting Partners, lng 4 of 7 (Confidential) Revision: September 14.2012 54,,I€ z f (c.lcrz.cao 13. This Agreement and any claim, action, suit, proceeding, or dispute arising out of this Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the SW, of Ol:;.i without regard to its conflicts of laws provisions. Venue and jurisdiction for any action, suit, or proceeding arising out o this Agreement shall vest exclusively in the federal or state courts of general jurisdiction in Fr kli CeuMg,�—. - 6 C0 ,st1,1 A e l0resAk:', / 14. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 15. Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership, association or joint venture between the parties in the conduct of the provisions of this Agreement. Northwoods shall at all times have the status of an independent contractor. 16. TO THE MAXIMUM EXTENT PERMUTED BY LAW AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE COMPASS® SOFTWARE END USER LICENSE AGREEMENT (OR "EULA"), AND/OR THE COMPASS® SOFTWARE SUPPORT AGREEMENT, NORTHWOODS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE OR HARDWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR HARDWARE OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE OR HARDWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON - INFRINGEMENT WITH REGARD TO THE SOFTWARE OR HARDWARE. 17. NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF NORTHWOODS UNDER ANY PROVISION OF THIS AGREEMENT AND LICENSEE'S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE LESSER OF THE ACTUAL DAMAGES INCURRED IN REASONABLE RELIANCE ON THE SOFTWARE OR THE AMOUNT ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. In no event shall Northwoods be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the software or hardware, the provision of or failure to provide support or other services, information, software, and related content through the software or hardware or otherwise arising out of the use of the software or hardware, or otherwise under or in connection with any provision of this Agreement, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of Northwoods, and even if Northwoods has been advised of the possibility of such damages. 18. If by reason of force majeure either party is unable in whole or in part to act in accordance with this Agreement, the party shall not be deemed in default during the continuance of such inability. The term "force majeure" as used herein shall include without limitation: acts of God; strikes or lockout; acts of public enemies; insurrections; riots; epidemics; lightening; earthquakes; fire; storms; flood; washouts; droughts; arrests; restraint of government and people; civil disturbances; and explosions. Each party, however, shall remedy with all reasonable dispatch any such cause to the extent within its reasonable control which prevents the party from carrying out its obligations contained herein. 19. Any waiver by either party of any provision or condition of this contract shall not be construed or deemed to be a waiver of any other provision or condition of this Agreement, nor a waiver of a subsequent breach of the same provision or condition. Northwoods Consulting Partners. Inc. 5 of 7 /Confidential) Revision: September 14.2012 20. This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument. 21. This Agreement sets forth the entire agreement of the Parties and supercedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Signature Page Follows Remainder of Page Intentionally Blank Northwood, Consulting Partners. /nn 6 of 7 (Confidential) Revision: September /4.2012 IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement in duplicate, each of which shall be deemed an original, as of the date first above written. WELD COUNTY BOARD OF COMMISSIONERS (Signature) St/4N, Cc,tiw,c1 C NAIRI wtlM (Name, Title) Coo Arl Ii5CC `c sTgEei— NOV 142012 67REri-e-j, cc ttts2 (Address) NORTHWOQDS CONSULTING PARTNERS, INC. NORTH 1201)S CONSULTI 5815 Wall Street Dublin, Ohio 43017 U6'ARU of L'ctlNCci {t✓KbWi (Sir (N -1 North woods Consulting Partners, Inc. 7 of 7 (Confidential) Revision: September 14,2012 ATTACHMENT A Proposal to Weld County OHS Request for Proposal SS-2012-db Pricing — Amended 11/12/2012 Pricing — Amended 11/12/2012 cost Summary ,.IrPhases;f, II, & III) Software First Year Support Northwoods Professional Services RightFax Software RightFax Support Existing Repository Conversion Ftal Project Cost Software Module Pricing Module descriptions are provided below the pricing section. ription Client Software Modules OnBase Named User Client (Mad Room, front Desk) OnBase Concurrent Client OnBase Workflow Named Client (mtan Roon,, Front Desk) On Base Workflow Concurrent Client Compass Capture Scan Station las described in Solution Definition) Server Software Modules OnBase Multi -User License OnBase Application Enabler OnBase Distributed Disk Services On Base Virtual Print Driver OnBase Unity Toolkit OnBase EDM Services OnBase Unity Client Server OnBase Report Services Production Document Imaging 1 Exception Reports Compass Data Migrator Auto Indexing Price $418,600.00 $93,766.40 $483,780.00 $10,804.80 $1,338.40 $133,800.00 $1,142;089.60 Qty 17 118 17 118 24 Total Price $8,160.00 5'110,400.00 $17,000.00 $143,680.00 $45,600.00 1 $4,000.00 1 $12,000.00 1 $4,000.00 1 $4,000.00 1 $8,000.00 1 54,000.00 1 $8,000.00 1 $4,000.00 1 54,000.00 1 $3,200.00 1 $14,400.00 1 $8,000.00 Revolutionizing the Delivery of Human Services® County DHS •;.2012-16 Pricing — Amended 11/12/2012 Bar Code Recognition Server ICR Support for Full -Page OCR Server Outlook Integration Compass Plug-in for OnBase duie Descriptions 1 1 1 1 $4,000.00 $4,000.00 $4,000.00 $4,160.00 Description Product Description Client Software Modules OnBase Named User Client (Mail Room, Trent Desk) OnBase Concurrent Client (7 supervisors, R4 Workers) OnBase Workflow Named Client lormi rcm [-ram a ,kl OnBase Workflow Concurrent Client (7 Supervisors, 04 Workers) Compass Capture Scan Station (as described in Solution Debust or.) Server Software Modules OnBase Multi -User License Provides retrieval, viewing, printing, and management of documents for a single named user. Provides retrieval, viewing, printing, and management of documents. Concurrent Clients have a minimum connection (lease) time of five (5) minutes. Provides electronic document routing through a configurable work process. Includes pre -configured rules, actions, transitions, and notifications and additional capabilities for Visual Basic scripts. Provides access to Workflow functions in order to perform work and complete tasks on documents. Includes E -Forms. Provides electronic document routing through a configurable work process. Includes pre -configured rules, actions, transitions, and notifications and additional capabilities for Visual Basic scripts. Provides access to Workflow functions in order to perform work and complete tasks on documents. Includes E -Forms. Compass capture provides distributed scanning capabilities with an intuitive touch screen or desktop application. Provides utilities, OnBase Configuration, Basic Text Search and Print Servers, three-tier OnBase Broker and a License to use the copyrighted OnBase Database in conjunction with a supported SQL Database Management System (DBMS) in a single instance, multi- user environment. Revolutionizing the Delivery of Human Services® :troposal to Weld County DHS R^quest for Proposal ;s-2012.11 Pricing — Amended 11/12/2012 OnBase Application Enabler Provides image enabling to third -party software applications that are GUI, browser, or text -based. OnBase Distributed Disk Services OnBase Virtual Print Driver OnBase Unity Toolkit Due to the variety of applications, Solution Providers must verify that an application can be enabled prior to selling this module. As part of the verification, Solution Providers are also required to complete a pre - qualification form located on www.teamonbase.com. Please make no assumptions. If verification is unsuccessful, Hyland can be contacted for assistance. Regulates public access to a server through middleware software that acts as a proxy for accessing Disk Groups. Because communications with the OnBase Client are handled through TCP/IP, administrators are not required to use Windows Shares or UNC paths for Disk Group access. Provides a method to capture, index and store the print stream from any printable application and store the information as a TIFF image within the OnBase document repository. This is a single instance license. Provides an object -oriented API that exposes key OnBase functionality. Unity contains functionality to query, store, retrieve and modify documents and metadata as well as other document -centric features such as notes. The Unity Integration Toolkit is only for integration to On Base from external applications or custom applications that exist outside of OnBase Automation. A separate OnBase Automation license is required for automation integrations. Anyone that has Web Services Toolkit can upgrade to the Unity Integration Toolkit at no extra charge. Annual maintenance fees will apply to the Web Services Toolkit and Unity Integration Toolkit, separately. In addition to the Unity Integration Toolkit, a Unity Automation license is granted to any customer or partner that has at least one person with a current OnBase API Certification. The Unity Automation allows access to Unity through OnBase Automation configured through the OnBase Configuration module. OnBase Automation is any extension to OnBase configured through OnBase Configuration such as Workflow or WorkView scripting, but includes any automation code configured through the Configuration module. Revolutionizing the Delivery of Human Services° Proposal to Weld County DHS Request for Proposal 55-2012-16 Pricing — Amended 11/12/2012 OnBase EDM Services OnBase Unity Client Server OnBase Report Services Production Document Imaging 1 Exception Reports Compass Data Migrator Auto Indexing Bar Code Recognition Server ICR Support for Full -Page OCR Server Outlook Integration Provides the ability to store and manage revisions of documents generated by Microsoft Office and other file formats. Includes multiple file import, revision control, version control, document commenting, check- in/checkout, automatic upload and synchronization of revisions, document templates, and the Briefcase. Desktop client built on .NET and WPF that provides a customizable user experience to the desktop. Provides the ability to closely monitor critical performance aspects of an OnBase implementation. Designed to be customizable to allow nearly any element within the OnBase system to be audited for business and IT statistics. Scans (digitizes) paper documents using TWAIN compatible devices. Creates reports that can identify missing or aged documents. This modules allows to auto populate index fields reducing processing time and errors normally associated with manual indexing and OCR. Enables the automatic classification and indexing of scanned documents. Supports multiple languages and the processing of hi -tonal, grayscale and color images. Enables batch processing and also ad -hoc Automated Indexing from a select list. Enables centralized bar code recognition, by allowing a single workstation to perform bar code processing on image batches that were scanned at many scanning workstations. Enables the recognition/extraction of handwritten numerals, text and punctuation characters in conjunction with the Batch OCR or Automated Indexing products. Allows a Microsoft Outlook user to interact with an OnBase system through the Familiar Outlook client. Provides users the ability to save e -mails and/or any associated attachments by simply dragging the e-mail to the "OnBase" folder. Users can also retrieve documents from the interface. Revolutionizing the Delivery of Human Services° Ctit Standalone Projects Proposal to Weld County OHS Request for Proposal SS -2012-16 Pricing — Amended 11/12/2012 We have separated the faxing and data conversion until Weld County decides how and when you want to act on these solutions. We have provided a description of each below. Optional Engagements RightFax Integration Existing Repository Conversion Optional Costs 'Stand alanr pra)tm that fall he Completed donna ant phasr. RightFax Business Server RightFax Platform Technology Feature Additional Feature Integration Maintenance Installation $12,143.40 * 5133,800.00 * $145,943.40 The RightFax Business fax servers provide an integrated and scalable solution that can meet many different e -fax needs for Weld County. RightFax Business Server Centralized network fax system 2 Channel system Integration into Hyland OnBase ECM system Document delivery — inbound / outbound Drag and drop to storage RightFax connector for Microsoft Exchange Fax Gateway 304, Analog Fax Gateway, 4 FXO SIP/T.38 1 year maintenance Server and environment installation Northwoods proposes to integrate the RightFax software solution on a virtual server provided by Weld County. It is Northwoods intention to use the application server already recommended in the network architecture to minimize the cost to the agency. Revolutionizing the Delivery of Human Services® Proposal to Weld County DHS kc ,4,1t-2-:, for Proposal SS- 2012-16 Pricing — Amended 11/12/2012 Conversion The costs for the conversion of the existing documents in the Documentum system are based on the following assumptions: 1. Conversion from a single Documentum AX system. 2. Conversion of up to 14M Image pages representing approximately 700GB's of used storage. A single file with multiple pages will be billed at the number of pages contained within — not the number of files. a. Price per additional Page = $.0079 3. AX to be converted is all scanned image data. There is no COLD or annotations considered in this proposal. 4. All image data along with the DX stub files and AX database backup will need to be provided to 4matix to perform the conversion. 5. Conversion to take place in the 4matix Northern CA data center. Source data traveling to 4matix and converted data traveling back will be on hardware encrypted USB drives from Addonics. It is unclear where the source data is stored. 6. Converted Image data will be delivered as either single page or multi -page TIFF. Images will be delivered back with their corresponding indexing data in an ASCII DIP file. 7. Other office file types (PEG, PDF, Word, etc.) will be delivered back in their native format if found. [These file types are not expected.) 8. Documents of like type (same file type) will be delivered back as complete documents. Documents consisting of multiple file types will be delivered back as separate documents. (TIFF based image data is all that is expected] 9. Pricing includes two Delta conversions. A Delta conversion is the conversion of new data added to the system after the initial conversion begins up until the point that AX no longer accepts new data. a. Each additional Delta = $3,000 Database Processing (+ additional Page count If applicable) 10. Project Reconciliation. We will provide a reconciliation of the following items: a. Documents not delivered due to format b. All media received, converted, not converted, and delivered 11. Off -site conversion. The service being quoted is done off -site — in a secure lab environment. This is done for several reasons: a. The conversion does NOT rely on the legacy system b. The conversion is done from backup media c. The Legacy system (if running) can continue to support users and accept documents without being burdened by performing the conversion. d. If the legacy system fails — the conversion will be UNAFFECTED. Revolutionizing the Delivery of Human Services° Proposal to Weld County DHS Request for Proposal SS -2012-16 Pricing — Amended 11/12/2012 e. Lab equipment will be dedicated to this conversion only. No internet or outside connections are available to lab equipment. Specific time frames will be met. No reliance on legacy system, unsupported software, old operating system, legacy hardware. f. 8 The pricing presented herein is based on the Input, Production, Output and Delivery specifications set forth in the above referenced description. Any discrepancy may impact both price and delivery schedule. Future Licensing Considerations Northwoods will honor the following discounted costs for additional license requirements over the next 24 months: OnBase Named User Client OnBase Concurrent Client OnBase Workflow Named Client OnBase Workflow Concurrent Client Compass Capture Scan Station (as described in RFP Solution Definition) Qty Per License Per License Per License Per License Per License $48a.00 Ssocoo $1,000.00 $960.00 $1,600.00 Revolutionizing the Delivery of Human Services® Proposal to Weld County DHS Request for Proposal 55-2012-15 Pricing — Amended 11/12/2012 Assumptions Our pricing was based on the following assumptions: • OnBase Application Enabler includes configuration of up to 20 screens to interface with CBMS. • Regarding Workflow, Northwoods will configure 2 life cycles, New Mail and Follow-up Tickler. Additional life cycles can be developed on a time and materials basis. • Northwoods will install the out of the box reports that come with OnBase Report Services and train Weld County staff to customize or develop new reports. Northwoods can develop additional reports on a time and materials basis. • Weld County purchases and installs hardware consistent with technical specifications provided by Northwoods and within the timeframes mutually agreed to in the Project Schedule. • Northwoods provides training and implementation support for mailroom staff, front desk staff and up to 20 limited production pilot users. • Weld County trainer(s) are responsible for training and implementation support for full production users for phase I (following limited production pilot) and all other optional subsequent phases. • Data migration integration is required to synchronize data between customer database(s) and Compass Framework databases (to provide look -up capability when capturing documents). Weld County must provide a daily data file in the data structure, format, and table structures specified in Appendix C. • Customer provides training facilities, workstations and equipment for all on -site training sessions. • Weld County IT must provide appropriate security and network access levels to all required support systems related to the project. • Weld County IT must provide appropriate access levels, procedure documentation and/or consultation for all supporting systems. • Weld County IT must provide local and remote (VPN or Hamachi) network access across network system servers, client computers, and image file shares, as well as Local Administrator authority on each designated client or server. • Northwoods will configure 15 form templates for Advanced Capture. We will train Weld staff how to create and configure forms. • A form template assumes that the form has a consistent structure and that index information is printed text to provide successful OCR of the document. • Form templates will auto -fill index information from the existing document type auto -fill data source. • Hyland OnBase Advanced Capture documentation will be provided as the training material during training of form template designers/administrators. • Form templates configured to use ICR must be based on forms that are well designed for ICR (defined text areas using Comb Lines, Character boxes, and other methods), to ensure handwritten text is printed legibly and facilitates successful ICR of documents. Revolutionizing the Delivery of Human Services° Proposal to Weld County DI -IS Request for Proposal SS -2012-16 '..-il1�) -; Pricing —Amended 11/12/2012 • OnBase provides Integration for Microsoft Outlook 2007 and Integration for Microsoft Outlook 2010. Northwoods will provide one of these modules to match the version of Microsoft Outlook utilized in Weld County uses. If both versions are utilized, one must be selected. • The OnBase software will support bar code recognition. However no professional services have been included to configure barcode recognition for forms. Additional cost for requirements gathering and barcode configuration would be required in the event this functionality is desired in the future. Revolutionizing the Delivery of Human Services° ttt ATTACHMENT B IMPORTANT- READ CAREFULLY This Compass* Software End User License Agreement ("EUTA") is made and entered into this _ day of 201 by and between Northwoods Consulting Partners, Inc., an Ohio corporation with its principal offices at 5815 Wall Street, Dublin, Ohio 43017, USA, (the Licensor, hereinafter "Northwoods"), and the company, person or entity executing this Agreement as the "Licensee" in the space provided below (hereinafter "Licensee"): Licensee's Name: Licensee's Address: Weld County Department of Human Services 315 N. 110 Ave. Greeley, Colorado 80631 NOW, THEREFORE, In consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows: 1. LICENSE. a. Software licensed, not sold, for use pursuant to the EULA ("Software'): I) Compass -branded Software modules with respect to which Licensee properly submits a written purchase order to, and pays Software license fees to, Northwoods or its authorized solution provider. All such modules listed on Northwoodi invoices submitted to Licensee shall, upon payment in full of the Software license fees, automatically be deemed to be added to the Software described in this FULA, whether or not the parties actually amend this EULA. 21 All "Upgrades or Enhancements' to the Software described in paragraph (1) above that Licensee properly obtains pursuant to the terms of a Software Maintenance Agreement between Licensee and Northwood% or Its authorized solution provider. b. Subject to payment in full of the Software license fees, Northwood, grants to Licensee a perpetual (except as herein provided), non-exclusive, non -assignable (except as herein provided), limited license to the Software detailed in subsection (a) above, In machine- readable object code form only, solely for use by Licensee internally, and only for capturing, storing, processing and accessing Licensee's own data, and not for use for the processing of third -parry data as a service bureau, application service provider or otherwise. Licensee shall not make any use of the Software in any manner not expressly permitted by this EULA. c. Licensee acknowledges that each module of the Software is licensed for a specific type of use, such as concurrently or on a specified workstation or by a specified individual and that the Software controls such use. Use of software or hardware that reduces the number of clients directly accessing or utilizing the Software (sometimes called "multiplexing" or 'pooling" software or hardware) does not reduce the number of Software licenses required. The required number of Software licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware. Licensee is prohibited from using any software other than the Software Client modules or Software API modules to access the Software or any data stored in the Software database for any purpose other than generating reports or statistics regarding system utilization, unless Northwoods has given its prior written consent to Licensee's use of such other software and Licensee has paid to Northwoods Software license fees with respect to such access to the Software or data stored in the Software database in accordance with Northwoodi licensing polities applicable to the Software modules that provide access to the Software application modules and data stored in the Software database. d. Licensee shall be entitled to use one 11) production copy of each Software module licensed. In addition, Licensee shall be entitled to license: one (1) additional copy of each Software module licensed for customary remote disaster recovery purposes ("Disaster Recovery System"); and one (1) additional copy of each Software module licensed to be used exclusively in a non -production environment and solely for the purposes of experimenting, development, integrating and testing the Software and training Licensee's employees on the Software ("Test System"), Northwoods reserves the right to further define the permitted use(s) and/or restrict the use(s) of the Test System. NORTHWOODS MAKES NO WARRANTIES WITH RESPECT TO ANY SOFTWARE USED IN ANY NON -PRODUCTION SYSTEM AND PROVIDES THE SOFTWARE "AS IS." Licensee's sole recourse In the event of any dissatisfaction with any Software used in any non -production system is to stop using such Software and return it to Northwoods. Licensee shall not make additional copies of the Software. e. Licensee agrees: (1) not to remove, obscure, make Illegible, or alter any Northwoods, Compass or other proprietary notices, trademarks, logos, or copyrights in the Software from any packaging or documentation; (2) not to distribute, reproduce, sell, transfer, rent, lease or sub -license the Software or documentation to any third party; 13) not to alter or modify the Software; (4) not to reverse engineer, disassemble, decompge or attempt to derive source code from the Software, or prepare derivative works therefrom; and (5) not to publish to a third party any results of benchmark tests run on the Software without Northwoods' prior, written consent f. Licensee may not assign, transfer or subikense all or part of this EULA without the prior written consent of Northwoods. g. Licensee may not make any use of the Disaster Recovery System in a production environment concurrently with the operation of any other copy of the Software in a production environment. 2. 3. 4. S. COMPASS® SOFTWARE END USER LICENSE AGREEMENT h. From time to time Northwoods may make 'beta" copies of prospective new versions of the Software or of potential new software modules ("Beta Software") available for Licensee's use in the Test System and Licensee may elect to license and use the Beta Software in the Test System. LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT ANY BETA SOFTWARE IS A PRE-RELEASE VERSION ONLY, IS STILL UNDERGOING TESTING AT NORTHWOODS AND IS NOT A NORTHW000S COMMERCIALLY RELEASED PRODUCT. Except for the provisions of Section 5(a), (b) and (c) and Section 7 of this FULA. which shall not apply with respect to any Beta Software, Licensee acknowledges and agrees that all Beta Software delivered in accordance with this paragraph shall be considered to be "Software' for all purposes of this EULA. Notwithstanding anything to the contrary, as to any Beta Software, this EULA and the limited license granted hereby will terminate on the earliest of: la) ten (10) days after the date of delivery by either party to the other party of written notice of termination of the beta testing period for such Beta Software; or (h) the date of Northwoods' commercial release of the final version of such Beta Software for licensing to its end users generally. Upon expiration or other termination of such period, Licensee immediately shall discontinue any and all use of the Beta Software and related documentation and remove or permit Northwoods to deactivate the Beta Software. The termination of this EULA, as to any Beta Software, shall not affect the continuation of this FULA as to any other Software that has been licensed and is in use try Licensee in accordance with the terms of this EULA. From time to time Licensee may elect to evaluate certain Compass° software modules that it has not licensed and does not currently use In its production environment ("Evaluation Software"), for the purpose of determining whether or not to purchase a production license of such Software modules. Evaluation Software is licensed for Licensee's use in Licensee's Test System. Except for the provisions of Section S(a), (b) and (c) and Section 7 of this EULA, which shall not apply with respect to any Evaluation Software, Licensee acknowledges and agrees that all Evaluation Software delivered in accordance with this paragraph shall be considered to be "Software" for all purposes of this EULA. Notwithstanding anything to the contrary, as to any Evaluation Software, this EULA and the limited license granted hereby will terminate on the earliest of: (a) thirty (301 days after the date such Software is activated for use in licensee's Test System; or (b) immediately upon the delivery of written notice to such effect to Licensee. Upon expiration or other termination of such period, Licensee Immediately shall either (y) discontinue any and all use of the Evaluation Software and related documentation and remove or permit Northwoods to deactivate the Evaluation Software; or (a) deliver payment In full of the license price that has been agreed upon for such Software to Northwoods (if Licensee purchases licenses for Software directly from Northwoods) or to Northwoods' authorized solution provider (If Lkensee purchases licenses for Software through such authorized solution provider), and confirm in writing to Northwoods that such Evaluation Software is added as additional Software licensed for Licensee's use in Its production environment and Licensee's Test System under this EWA. The termination of this EULA as to any Evaluation Software shall not affect the continuation of this EULA as to any other Software that has been licensed and is in use by Licensee in accordance with the terms of this FULA. Upon expiration or other termination of any period of use of any Beta Software or of any Evaluation Software that Licensee elects not to purchase a license for use in Licensee's production environment under this EULA, licensee agrees that it will provide to Northwoods remote access to Licensee's systems on which such Beta Software or such Evaluation Software is instated for the limited purpose of permitting Northwoods to deactivate such Software. OWNERSHIP. Nonhwoods owns the Software, including, without limitation, any and all worldwide intellectual property rights, copyrights, patents, trade secrets, trademarks and proprietary and confidential information rights in or associated with the Software. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. No ownership rights in the Software are transferred to Licensee. Licensee agrees that nothing in this EULA or associated documents gives it any right, title or interest in the Software, except for the limited express rights granted in this EULA. INSTALIATWN. Licensee may retain Northwoods or the Northwoods authorized solution provider through which Licensee orders the Software to provide installation services. If Northwoods is retained, the parties will enter into a separate Purchase Agreement or other contract governing the procurement and performance of such services Unless otherwise provided for h the Purchase Agreement or other contract. Licensee is responsible for hardware and non -licensed software for the installation, operation and support of the Software. LICENSEE OBUGATION5. Licensee acknowledges and agrees that it Is solely responsible for the operation, supervision, management and control of the Software, Including but not limited to providing training for Its personnel (except as otherwise provided for in the Statement of Work), instituting appropriate security procedures and implementing reasonable procedures to examine and verify a output before use. In addition, Licensee is solely responsible for its data, its database and for maintaining suitable backups of the data and database to prevent data loss in the event of any hardware or software malfunction. LIMITED WARRANTY. CONFIDENTIAL 1 of 2 Revision: September30. 2011 cK� a. For a period of sixty (60) days from the date of first installation of the Software at Licensee's site, Northwoods warrants to licensee that the media on which the Software is distributed are free from defects in materials and in workmanship. b. I) For a period of sixty (60) days from the Maintenance Commencement Date (as defined below), Northwoods warrants to Licensee that the Software, when properly installed and properly used, will operate substantially in accordance with the user documentation published by Northwoods related to the Software that is included with the Software, including user manuals, and that relates to the functional, operational or performance characteristics of the Software ('Documentation"). The terms of this warranty shall not apply to, and Northwoods shall have no liability for, any nonconformity related to any Software that has been: (I) modified by Licensee or a third party; (ii) used in combination with equipment or software other than that which is consistent with the Documentation; or (iii) misused or abused. Northwoods does not warrant that the functions contained in the Software will meet Licensee's requirements or that the operation of the Software will be uninterrupted or error free. 2) For purposes of this warranty, the term 'Maintenance Commencement Date" as to any Software means the first date that: (I) a copy of the Software has been delivered to Licensee (either by shipment of media containing the Software, downloading of the Software onto licensee's systems in connection with the installation of the Software, or the Software being made available for download by Licensee from a web site identified to Licensee); and (ii) license codes or a Software certificate necessary for Licensee to activate the Software for use have been delivered to Licensee or made available for download by Licensee. c Licensee's sole and exclusive remedy for a breach of the express Waited warranties under paragraph (a) or (b) shall be as follows. Provided that, within the applicable 60 - day period, Licensee notifies Northwoods in writing of the non -conformity, Northwoods will either: (1) repair or replace the non -conforming media or Software, which in the case of the Software may include the delivery of a commercially reasonable workaround for the non -conformity; or (2) if Northwoods determines that repair or replacement of the non -conforming media or Software is not commercially practicable, then terminate this EUU with respect to the Software associated with the non -conforming media or with respect to the nonconforming Software, in which event, upon compliance by Licensee with its obligations under Section 9, Northwoods will refund any portion of the Software license fees paid prior to the time of such termination with respect to such Software. d. NORTHWOODS AND ITS SUPPLIERS DISCLAIM AU. OTHER SOFTWARE WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. LICENSEE SPECIFICALLY ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE ITS BUSINESS OBJECTIVES. e. No oral or written information given by Northwoods, its agents, or employees shall create any additional warranty. No modification or addition to this warranty is authorized unless it is set forth in writing, references this EULA, and is signed on behalf of Northwood, by a corporate officer. 6. LIMITATION OF LIABILITY. IN NO CASE SHALL NORTHWOODS' LIABILITY EXCEED THE AMOUNT OF THE SOFTWARE LICENSE FEES ACTUALLY PAID BY LICENSEE. IN NO EVENT WILL NORTHWOODS OR ITS DIRECT OR INDIRECT SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES DR OTHER PECUNIARY LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OR INABILITY TO USE THE SOFTWARE, EVEN IF NORTHWOODS OR SUCH SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES. NORTHWOODS AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY COSTS INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION, THE COST OF RECOVERING SUCH DATA OR INFORMATION, THE COST OF SUBSTITUTE SOFTWARE, OR CLAIMS BY THIRD PARTES. 7. MAINTENANCE. licensee may purchase software support services from Northwoods or the Northwoods authorized solution provider through which Licensee has ordered the Software pursuant to the terms of a separate Software Support Agreement. g. INVOICES AND PAYMENTS. An invoice will be provided to the Licensee within ten (10) business days from the date the software Is delivered to the Licensee and will be due payable within thirty (30) days after receipt of invoice. Failure to remit payment within thirty (30) days may result in the termination of this EULA. 9. AUDIT RIGHTS. Northwoods may audit the records of Licensee to ensure compliance with the terms of this EULA. Nonhwoods, or its authorized solution provider, will notify Licensee in writing at least ten (10) business days prior to any such audit. Licensee will cooperate by providing access to any books, computers, records, or other Information that relate or may be related to use of the Licensed Software. Any such audit will be conducted during licensee's regular business hours at Licensee's offices and will not interfere unreasonably with Licensee's business activities. If an audit reveals unauthorized use, reproduction, distribution or other exploitation of the Licensed Software, then Licensee will promptly reimburse Northwoods or its authorized solution provider for the cost of such audit, in addition to the underpaid license fees, any associated fees for Maintenance and Support, and any other such rights and remedies as Northwoods may have. CO6*AS5® SOFTWARE END USER LICENSE AGREEME! 10. TERMINATION. Northwoods may terminate this EULA immediately and any license use the Software will automatically terminate without notice if Licensee fails to comp with any provision of this EULA. Upon termination of this EULA for any reason, includin but not limited to, those specified in this Section 10 or in Sections 5 or 8, Licensee shi immediately: (a) discontinue any and all use of the Software and relate documentation; fin return the Software and any related documentation to Northwood and (c) certify In writing to Northwoods that Licensee has completed the precedin actions. The obligations of Licensee under the preceding sentence and all disclaimers r warranties and Iknitations of liability set forth In this EULA shall survive any terminatoor 11. DISCLAIMER OF AGENCY. This EULA does not constitute a partnership agreement, nt does it authorize Northwoods or the Licensee to serve as the legal representative c agent of the other. Neither party hereto will have any right or authority to assure create, or Incur any liability or any obligation of any kind, express or implied, against, 1 the name of, or on behalf of the other party. 12. SEEVERABILITY. In the event that a court of competent jurisdiction determines that an portion of this EULA is unenforceable. it shall not affect any other provisions of thi EUtA. 13. NOTICE. All notices, requests or other communications required to be given pursuant t this EULA shall be In writing, shall be addressed to the recipient party at its principi place of business or to such other address as the recipient party may direct in writing and shall be personally delivers or sent by certified or registered U.S. mail, recur, receipt requested, or by prepaid commercial overnight courier. All notices, requests o other communications delivers as specified herein shall be deemed to have been giver and received on the date personally delivered or on the date deposited in the U.S. mai or with the commercial overnight courier. 14. GOVERNING LAW. The laws of the State of Ohio shall govern this EUU, without regarc to the conflict of laws principles thereof. The parties mutually agree that the 19Bt United Nations Convention on Contracts for the International Sale of Goods, a! amended, shall not be applicable with respect to this EULA. Licensee agrees that it wil not export or re-export, directly or indirectly, the Software to destinations prohibits bed the U.S. Department of Commerce in accordance with the U.S. Export Administration Regulations. 35. JURISDICTION. This Agreement and any claim, action, suit, proceeding, or dispute arising out of this Agreement shall in all respects be governed by, and Interpreted in accordance with, the substantive laws of the State of Ohio without regard to its conflicts of laws provisions. Venue and jurisdiction for any action, suit, or proceeding arising out of this Agreement shall vest exclusively in the federal or state courts of general jurisdiction In Franklin County, Ohio 16. ENTIRE AGREEMENT. This EULA (including the exhibits and schedules attached hereto) constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, documents and proposals, oral or written, between the parties with respect thereto. This EULA may be amended or modified only by an agreement in writing signed by each of the parties and may not be modified by course of conduct. 17. U.S., STATE AND LOCAL GOVERNMENT END USERS. The terms and conditions of this ELBA steal pertain to the Government's use and/or disclosure of the Software, and shall supersede any conflicting contractual terms or conditions. By accepting the terms of this EUU and/or the delivery of the Software, the Government hereby agrees that the Software qualifies as "commercial" computer software within the meaning of ALL federal, state and local acquisition regulation(s) applicable to this procurement and that the Software is developed exclusively at private expense. If this license fails to meet the Government's needs or is inconsistent in any respect with federal, state or local law, the Government agrees to return this Software to Northwoods. in addition to the foregoing, where DFARS is applicable, use, modification, reproduction, release, display, or disclosure of the Software or documentation by the Government is subject solely to the terms of this EULA, as stated in DFARS 227.7202, and the terms of this EULA shall supersede any conflicting contractual term or conditions. CONFIDENTIAL 2012 Revisor September 3L1 2011 ATTACHMENT C This Compass* Software Support Agreement ("Agreement") is made and entered into this _ day of 201_, by and between Northwoods Consulting Partners, Inc.. an Ohio corporation with Its principal offices at 5815 Wall Street, Dublin, Ohio 43017, USA, (the Licensor, hereinafter "Northwards"), and the company, person or entity executing this Agreement as the "licensee' in the space provided below (hereinafter 'licensee"): licensees Name: Weld County Department of Human Services licensee's Address: 315 N. 11th Ave. Greeley, Colorado 90631 RECITALS: WHEREAS, Licensee has licensed the specified software from Northwoods pursuant to the terms of an End User License Agreement (as the same may be amended or modified from time to time, hereinafter referred to as the 'EULA"); and WHEREAS, licensee desires to obtain, and Northwoods is willing to provide, technical support services for the specified software and the delivery of generally released upgrades and enhancements with respect to such software from Northwoods; and WHEREAS, Licensee has been advised of the various support offerings provided by Northwoods and has elected to purchase: Silver Level of Support Gold Level of Support Platinum Level of Support Additional environment support Please Inklel In the space next to the support offerings) you have chosen NOW, THEREFORE, in consideration of the mutual covenants contains herein, and intending to be legally bound, the parties hereto agree as follows: 1. DEFINED TERMS. The following terms shall have the meanings set forth below for all purposes of this Agreement: a. "Consumable Items" includes all materials that can be used up and must be replenished. Examples of Consumable Items include, but are not limited to: printer, toner, scanner lamps, rollers, glass, cleaning sheets, data tapes, CDs, DVDs, etc. b. "Covered Hardware" is defined as hardware (1) purchased through Northwood., as detailed on Northwoods' invokes that licensee has properly paid, and (2) installed and configured by Northwoods. c. "Covered Software" means (1) the current released version of the Commercial Off -the - Shelf ('COTS') Compass' software licensed by Licensee from Northwoods under the EULA, as detailed on Northwoods' invoices that the Licensee has property paid; (2) at any time after Northwoods has delivered to Licensee a new version of such computer software as a Patch, Upgrade and/or Fix under this Agreement, the released version of such computer software last released prior to the current released version; provided that the Covered Software will not include any prior released version of such computer software that has been superseded for more than two (2) years (as determined from the date that Northwoods first announced publicly, through its web site or otherwise, the general release of the next later version of such computer software) by any later released version of such computer software; and (3) the current released version of the COTS Document Management Software ("Covered DMS Software") of which Northwoods Is a Reseller that is (a) licensed by Licensee through Northwoods, as detailed on Northwoods' invoices that the Licensee has property paid and (b) Installed and/or configured by Northwoods. d. "Covered Database" or "Covered Database Software' means the database software or the index data and/or image data stored in the database that Is (1) purchased through Northwoods as detailed on Northwoods' invokes that licensee has properly paid, and (2) installed and configured by Northwoods. e. 'Covered Ooeratoe System' (sometimes abbreviated "05") is the software program that, after being initially loaded into the computer by a boot program, manages all the other programs in a computer and that is (1) purchased through Northwoods, as detailed on Northwoods' invoices that Licensee has properly paid, and (2) Installed and configured by Northwoods. I. 'fovered Third Party Aoolkatlons" means any third party software that is Ill licensed by Licensee through Northwoods, as detailed on Northwoods' Invoices that the licensee has properly paid and (2) installed and configured by Northwoods. g. 'Documentation' means electronic on-line material, Including user manuals, provided by Northwoods for the Covered Software and that relate to the functional, operational or performance characteristics of the Covered Software. h. "Erne or'Problem" when used in the context of the Covered Software operation shall mean a demonstrable instance of adverse and incorrect operation of the Covered Software that impacts licensee's ability to utilize a function of the Covered Software: (1) as provided for In the current Documentation published by Northwoods; or (2) that was available prior to the report of the Error or Problem. I. ',' is defined In the Recitals to this Agreement. "Onsite Services" are Support Services provided by Northwoods on behalf of Licensee at a tkensee-designated physical location other than the Northwoods offices or location. k. 'Pstchfesl Uo clef ) and Fidesl" means any and all new versions, improvements, modifications. upgrades, updates, fixes and additions to the Covered Software that Northwoods commercially releases to its end users generally during the term of this COMPASS® SOFTWARE SUPPORT AGREEMEN Agreement to correct deficiencies or enhance the capabilities Of the Covered SoftWar together with updates of the Documentation to reflect such new version improvements, modifications, upgrades, fixes or additions; provided, however, that tt foregoing shall not include new, separate product offerings, new modules, n Malformed software, new business process consulting, workflow changes or ne functionality. I. "Support Services" means all professional services provided under this Agreement t Northwoods, subject to the Support Level actually purchased by Licensee, as noted i the Recitals to this Agreement. 2. SUPPORT SERVICES. a. silver Level. 1) Remote Support of the Covered Software. Northwoods shall: (1) use Its commerrlall reasonable efforts to remotely correct any properly reported Efforts) in the Covere Software that are confirmed by Northwoods, in the exercise of its commercial( reasonable judgment; (2) use its commercially reasonable efforts to remotely correc any properly reported Error(s) (nonconformity to functional specifications mutual! agreed upon by Northwoods and Licensee) in any configurations of the Coverer Software that are created by Northwoods or any integrations of the Coverer Software with other applications, software or hardware that are configured o created by Northwoods. which are confirmed by Northwoods, in the exercise of It. commercially reasonable judgment and 13) upon the request of Licensee, provide remote technical support and assistance and advice related to the operation and use of the Covered Software by Licensee In a production environment, plus ant additional, non -production envIronment(s) for which Licensee has elected to pay foi additional environment support, or any problems with any of the foregoing. Northwoods shall undertake to confirm any reported defect(s) described in this clause promptly after receipt of proper notice from Licensee In accordance with Northwoods' current defect reporting procedures. Northwoods shall perform services in an effort to correct confirmed Errors In the Covered Software, or in configurations or integrations created by Northwoods, promptly after making such confirmation. 2) Support Center Access. Support Services generally will be available during the hours of 800 a.m. to 800 p.m., Eastern Time, Monday through Friday, excluding Northwoods holidays, or as otherwise provided by Northwoods to its end users purchasing continuing Support Services in the normal course of its business, either by telephone or through a remote control connection to the end -user client or server computer, Licensee acknowledges and agrees that Northwoods requires on-line access to the Covered Software installed on Licensee's systems in order for Northwoods to provide remote Support Services hereunder. Accordingly. Licensee shall install and maintain, at licensee's sole cost and expense, properly functioning and appropriate Industry standard communications software approved by Northwoods; and Licensee shall establish and maintain, at Licensee's sole cost and expense, an adequate secure or dedicated connection with Northwoods to facilitate Northwoods' remote Support Services. 3) Porches Upgrades and Fixes. Northwoods will provide to Licensee, according to Northwoods' then current policies. all Patches, Upgrades and Fixes to the Covered Software released by Northwoods during the term of this Agreement. Northwoods will use its best efforts to remotely install on behalf of Licensee any such Patches. Upgrades, and Fixes but, to the extent the Patch, Upgrade, and/or Fix cannot be Installed by Northwoods remotely, Licensee may request the necessary Onsite Services in accordance with Section 2(a)14) below. Licensee acknowledges and agrees that Northwoods has the right, at any time, to change the specifications and operating characteristics of the Covered Software, and Northwoods' poades respecting Patches, Upgrades and Fixes and the release thereof to end users. Any Patches, Upgrades and Fixes to the Covered Software and Documentation shall remain proprietary to Northwoods and/or its suppliers, shall be the sole and exclusive property of Northwoods and/or Its suppliers, and shall be subject to all of the restrictions, limitations and protections of the EULA. All applicable rights to patents, copyrights, trademarks, other intellectual property rights, applications for any of the foregoing, and/or trade secrets in the Covered Software, Documentation, and any Patches, Upgrades and Fixes are and shall remain the exclusive property of Northwoods and/or its suppliers. 4) Onsite Services. Upon the reasonable request of Licensee, and submission of a purchase order for such services agreeing to pay for such services on a time and materials basis at Northwoods then -current rates for such services, Northwoods may provide Onsite Services at licensee's facilities in connection with the correction of any Efforts) Involving the Covered Software that is not functioning In either a production environment or non -production environment(s) for which Licensee has elected to pay fees for additional environment support. b. Gold Level. Gold Level Support Includes everything outlined In Section 2(a) (Silver Level) above, plus the following: 1). Remote Support of Covered Ootobosefs). Northwoods will provide remote, first line of support and troubleshooting for the support of any Covered Database. if, in the sole discretion of Northwoods, the Issue requires escalation to the software manufacturer, Northwoods will act as a liaison between Licensee and the software manufacturer for support and troubleshooting. 2). Remote Covered Operating System Support. Northwoods will provide remote, first line of support and troubleshooting for the support of any Covered Operating (tt"- System. If, in the sole discretion of Northwoods, the issue requires escalation to the software manufacturer, Northwoods will act as a liaison between Licensee and the software manufacturer for support and troubleshooting. 3). Remote Support of Covered Third Parry Applications. Northwoods will provide remote, first line of support and troubleshooting for the support of any Covered Third Party Applications. If, in the sole discretion of Northwoods, the issue requires escalation to the software manufacturer, Northwoods will act as a liaison between Licensee and the software manufacturer for support and troubleshooting. 4). Remote Support of Covered Hardware. Northwoods win provide remote, first line of support and troubleshooting for the support of any Covered Hardware. If, in the sole discretion of Northwoods, the Issue requires escalation to the hardware manufacturer, Northwoods will act as a liaison between Licensee and the hardware manufacturer for support and troubleshooting. S).OnSite Services. Upon the reasonable request of Licensee, and submission of a purchase order for such services agreeing to pay for such services on a time and materials basis at Northwoods then -current rates for such services, Northwoods may provide Onsite Services at Licensee's facilities In connection with the correction of any Error(s) involving the Covered Software that Is not functioning in a production environment or non -production environment's) for which Licensee has elected to pay fees for additional environment support. c. Platinum Level. Platinum Level Support includes everything outlined in Sections 2(a) (Silver Level) and 2(b) (Gold Level) above, plus the following: 1) Onsite Services. Northwoods will provide first line remote suppon and troubleshooting for all Covered Software, Covered Database Software, Covered Operating Systems. Covered Third Party Applications, and Covered Hardware. Should Northwoods be unable to successfully resolve the issue remotely, however, Northwoods will, in its sole discretion, provide one or more support professionals to provide Onsite Services for Licensee to actively resolve the Issue. Onste Services do not include Installation, set up, or testing of new equipment, operator training or re- training, or replacement of Consumable Items. Onsite Services generally will be available during the hours of gw a.m. to 5:00 p.m.. in the time zone of Licensee, Monday through Friday, excluding Northwoods holidays. 2) Onsite Response Time. Northwoods or Northwoods' appointed Agents or Subcontractors will use best efforts to provide timely response to all calls for service from Licensee. For purposes of this Agreement, timely response will be defined as a Northwoods consultant arriving at the Licensee's designated site within four (4) business operating hours (excluding travel tlme)(BAOam to 5:00pm in the time zone of Licensee, Monday through Friday, excluding Northwoods holidays) of Northwoods' determination that enie support Is required to address the Licensee's Issues. This determination will be made by Northwoods exercising reasonable commercial discretion. Exceptions to the 4 -hour on -site response time include any unforeseen events prohibiting Northwoods from meeting the response time that are reasonable and beyond the control of Northwoods. 3) Patch Upgrades and Fixes. To the extent that there are major Patches, Upgrades or Fixes to the Covered Software that cannot be installed by Northwoods remotely, and upon request of Licensee, Northwards will make available up to one (II major Patch, Upgrade or Fix per year to Licensee, will provide all professional services hours and resources necessary for such installation, and will train up to two (2) of Licensee's System Administrators an the new functionality of any such installation. 4)Server Health Checks. Northwoods will conduct remote server checks on the memory capacity and general operation of Licensee's servers on a periodic (not less than monthly) basis and will communicate to Licensee's System Administrator concerns over the health of licensee's servers. 5) Annual Assessment. Licensee will receive a scheduled, annual visit by Northwoods' support manager or designee to assess Licensee's satisfaction with Northwoods responsiveness to Licensee's needs and to respond to questions concerning the Compass° Software Support Agreement. d. Exclusions. Northwoods Is not responsible for providing, or obligated to provide, Support Services or Patches, Upgrades and Fixes under this Agreement: (I) in connection with any Errors or Problems that result in whole or in part from any alteration, revision, change, enhancement or modification of any nature of the Covered Software, including any configuration of the Covered Software that was not undertaken by or authorized in writing In advance by Northwoods; (I) In connection with any Error if Northwoods has previously provided corrections for such Error, which correction Licensee chose not to Implement (lid) in connection with any Errors or problems that have been caused by defects, alterations, revisions, changes, enhancements or modifications in the database, operating system, third party software (other than third party software bundled with the Software by Northwoods), hardware or any system or networking utilized by Licensee; (iv) If the Covered Software or related software or systems have been subjected to abuse, misuse, Improper handling, accident or neglect; (v) If any party other than Northwoods has provided any services in the nature of Support Services to Licensee with respect to the Covered Software; (vi) in connection with any Errors or Problems that occur in any non -production environment, unless Licensee has elected to pay for additional environment support. Any upgrades, support, or troubleshooting requested for a non -production environment for which Licensee has not paid additional environment fees Is available at the sole discretion of Northwoods and Northwoods reserves the right to bill for any such request on a time and materials COMPASS® SOFTWARE SUPPORT AGREEMENT basis at Northwoods then -current rates; (vii) where applicable, in connection with any hardware systems, operating systems, database systems, network operating systems, hardware drivers, or any software or hardware unless specifically "covered" by this Agreement and by the relevant Support Level pursuant to the defined terms hereinabove; or (vii) In connection with any Covered Hardware, Covered Database Software, Covered Operating Systems, Covered Third Party Applications, and Covered DM5 Software for which the manufacturer has ceased providing support. Further, except as otherwise explicitly provided for elsewhere, Northwoods is not responsible for end user training or retraining, preventative support visits by Northwoods technicians, forms creation services of any type, business process consulting. workflow Ilfecycle creation or modification, services to bring the system back to working order after changes have been made by anyone other than Northwoods to the system or supporting systems, to the desktop image, to hardware, new operating systems, or repairs or adjustments necessitated by the moving of hardware. The exclusions outlined in this section are applicable to all levels of Software Support. 3. LICENSEE'S RESPONSIBILITIES. a. Operation of the Covered Software. Licensee acknowledges and agrees that it is solely responsible for the operation, supervision, management and control of the Covered Software, including but not linked to providing training for its personnel, Instituting appropriate security procedures and implementing reasonable procedures to examine and verify all output before use. In addition, Licensee is solely responsible for its data, its database, and for maintaining suitable backups of the data and database to prevent data loss In the event of any hardware or software malfunction. Northwoods shall have no responsibility or liability for data loss regardless of the reasons for said loss. Northwoods shall have no responsibility or liability for Lkensee's selection or use of the Covered Software or any hardware, third party software or systems. b. Licensee's Implementation of Error Corrections and Patches. Uoarades and Fixes. In order to maintain the integrity and proper operation of the Covered Software, Licensee agrees to Implement, in the manner instructed by Northwoods, all Error corrections and Patches, Upgrades and Fixes. Licensee's failure to implement any Error corrections or Patches, Upgrades and Fixes of the Covered Software as provided In this Section 3(b) shall relieve Northwoods of any responsibility or liability whatsoever for any failure or malfunction of the Covered Software, as modified by a subsequent Error correction or Patch, Upgrade and Fix, but in no such event shall Licensee be relieved of the responsibility for the payment of fees and charges otherwise properly invoiced during the term hereof. System Administrator. Licensee agrees to provide at least one (1) "System Administrator" responsible for the administration, supervision, management, and control of the Covered Software. Licensee also agrees that all Covered Software support incidents raised by Licensee's personnel will be reported to the System Administrator, who will provide the initial research, investigation, and troubleshooting into the support incident. In the event the support incident can be resolved without Northwoods, the System Administrator will provide the support resolution to Licensee personnel. If, after initial research and investigation into a support question, the System Administrator determines there is an Error or Problem with the Covered Software, the System Administrator will report the Error or Problem to Northwoods. Licensee agrees that all communications regarding Covered Software Errors and Problems will be between the System Administrator arid Northwoods. Notice and Documentation of Errors. Licensee shall give prompt notice of any Errors in the Covered Software discovered by Licensee, or otherwise brought to the attention of Licensee, In accordance with Northwoods' then current defect reporting procedures, Proper notice may include, without limitation, prompt telephonic or written notice to Northwoods of any alleged Error. If Northwoods requests, Licensee agrees to provide written documentation of Errors to substantiate them and to assist Northwoods In the detection and correction of said Errors. e. Acres to Premises and Systems. Licensee shall provide reasonable access to and use of licensees premises, compute hardware, peripherals, Covered Software, and any other software as Northwoods deems necessary to diagnose and correct any Errors or to otherwise provide Support Services. In addition, Licensee acknowledges and agrees that a third party service provider may be retained by Northwoods to provide Error corrections or other Support Services directly to Licensee and, accordingly, Licensee shall provide the same access directly to such service provider. Such right of access and use shall be provided at no cost or charge to Northwoods or the third party service provider. f. Network Infrastructure. Licensee agrees to maintain all required network infrastructure to ensure persistent connectivity between Licensee's workstations and servers. This includes necessary networking hardware and associated software configuration and security settings. S. Sack-uos. Licensee agrees to perform daily back-ups of all application related systems, databases, and data files and to maintain current back-up copies of other pertinent systems and data files. 4. FEES, PAYMENTS, CURRENCY AND TAXES. a. Annual 5u000rt Fees Licensee shall pay to Northwoods annual support fees In the amounts invoiced by Northwoods. 1) Initial Software. The Invoke that will be provided pursuant to this Agreement shall set forth the aggregate Invoice amounts for Initial annual support fees for each Covered Software module's) Initially licensed, and for all Covered Software modules c. d. CONFIDENTIAL 2 of 5 Retglon: July. 11, 2012 COMPASS® SOFTWARE SUPPORT AGREEMEW initially licensed in the aggregate. Licensee shall be required to submit a purchase order for this Agreement, In the amount of the initial annual support fees due hereunder, simultaneously with Licensee's submission of its purchase order for the license of the Covered Software under the EULA. 2) Additional Software. Northwoods shall invoice Licensee for annual support fees for all Covered Software modules that Licensee additionally licenses under the EULA promptly upon acceptance of Licensee's purchase order for the purchase of Support Services for such Covered Software. 3) Renewal Periods. Northwoods shall invoice Licensee for annual support fees for renewal terms at least sixty (60) days prior to the end of the then -current term. 4) Time and Materials Charges. Notwithstanding anything to the contrary, if Licensee requests: (1) Support Services that Northwoods Is not obligated to provide based on the level of support purchased by Licensee, and Northwoods agrees to provide such requested Support Services notwithstanding the provisions of Section 2(d), then Licensee agrees that such Support Services shall not be covered by the annual support fees under Section 4(a). Licensee agrees to pay for such Support Services at Northwoods' standard time and materials rates. Northwoods shall invoice licensee for all time and materials charges hereunder. b. Incidental Costs and Expenses. Licensee shall be responsible for ail Incidental costs and expenses incurred by Northwoods In connection with the performance of this Agreement. Examples of incidental costs and expenses Include, without limitation, all costs and expenses for tools, supplies, accessories, media and other expendables purchased or otherwise used by Northwoods, on-Ilne connection charges and out-of- pocket expenses incurred at Licensee's request, including but not limited to travel, meals and lodging expenses for Onsite Services. Northwoods shall invoice Licensee for all incidental costs and expenses provided pursuant to Sections 2(a H4) and 2(6)(5). c. Payments; Remedies. 1) Annual Support Fees. Licensee shall pay all invoices for annual support fees in full net thirty (30) days from the date of invoice. 2) Other Payments. Licensee shall pay ail other invoices hereunder in full net thirty (30) days from the date of invoice. 3) Remedies. All past due amounts shall bear interest at the rate of one and one-half percent (1.5%) per month (or, If lower, the maximum lawful rate) from the date due through the date that such past due amounts and such accrued interest are paid in lull, in the event of any default by Licensee In the payment of any amounts due hereunder, which default continues en -remedied for at least ten (1O) calendar days after the due date of such payment, Northwoods shall have the right to cease to provide any Support Services and Upgrades and Enhancements to Licensee unless and until such default, and any and all other defaults by licensee hereunder, have been cured. 4) U.S. Dollars. All payments by Licensee to Northwoods shall be made in U.S. dollars. d. Taxes and Governmental Charges. In addition to any and all other payments required to be made by Licensee hereunder, Licensee shall pay all taxes and governmental charges, foreign, federal, state, local or otherwise (other than income or franchise taxes of Northwoods), however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, including but not limited to sales and use taxes, excise taxes and customs duties or charges. Licensee agrees to make any and all required tax payments directly to the appropriate taxing authority. e. Support Fee Increases. 1) Silver Levey. Northwoods will increase annual support fees for each renewal term, provided that such increase will not exceed, in the aggregate, the greater of (A) the annual support tee for the immediately preceding renewal term increased by the percentage increase in the Denver/Boulder Consumer Pike Index (CPI) for the 12 - month period preceding the renewal date, or (B) the annual support fee for the immediately preceding renewal term Increased by three and one-half percent (3 8%). 2) Gold Level. For a period of three (3) years following the execution of this Agreement, provided Licensee remains current on its payments at the Gold Level, Northwoods will not increase the support fees payable under this Agreement. At the end of the Initial three (3) year term, and every three (3) years thereafter, Northwoods will increase the support fee in an amount that is the greater of (A) the annual support fee for the immediately preceding renewal term increased by the percentage increase in the Denver/Boulder Consumer Price Index (CPI) for the 12 -month period preceding the renewal date, or (8) the annual support fee for the immediately preceding renewal term Increased by three and one-half percent (3 H%). 3) Platinum Levet For a period of five 15) years following the execution of this Agreement, provided Licensee remains current on Its payments at the Platinum Level, Northwoods will not Increase the support fees payable under this Agreement. At the end of the initial five (5) year term, and every five (51 years thereafter, Northwoods will increase the support fee in an amount that is the greater of (A) the annual support fee for the Immediately preceding renewal term increased by the percentage increase in the Denver/Boulder Consumer Price Index (CPI) for the 12 - month period preceding the renewal date, or (B) the annual support fee for the immediately preceding renewal term increased by three and one-half percent (3 H%). 5. LiMITED WARRANTY. a. Limited Warranty of Services. Northwoods warrants that the Support Services shall b performed in a good and workmanlike manner and substantially according to industn standards. In order to assert any claim that any Support Services fail to conform to tilt limited warranty, Licensee must notify Northwoods In writing of such chin within thine (301 days after the date the alleged non -conforming Services ate completed. If, afte such timely notice from Licensee, the Support Services in question are determined no' to conform to this limited warranty, Northwoods' sole obligation, and Licensee's sob remedy, shall be for Northwoods to use commercially reasonable efforts to re-perforn the nonconforming Support Services In an attempt to correct the nonconformity. I Northwoods Is unable to correct such nonconformity after a reasonable period of time, Licensee's sole and exclusive remedy shall be termination of this Agreement it accordance with Section 7(b)(3)(e). This warranty specifically excludes non-performance issues caused as a result of any circumstances described In Section 2(d), incorrect data or incorrect procedures used or provided by Licensee or a third party. or failure o Licensee to perform and fulfill its obligations under this Agreement or the EUTA. b. No Warranty of Patches, Upgrades and Fixes. The EUTA shall govern any limited warranty or disclaimer relating to Patches, Upgrades and Fixes of the Covered Software provided to Licensee under this Agreement, and no warranty is given under this Agreement with respect to Patches, Upgrades and Fixes. c DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5(a), NORTHWOODS MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY SUPPORT SERVICES, ANY SOFTWARE OR ANY PATCHES, UPGRADES AND FIXES PROVIDED UNDER THIS AGREEMENT. NORTHWOODS DISCLAIMS AND EXCLUDES ANY AND ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF GOOD TITLE, WARRANTIES AGAINST INFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY BE DEEMED TO ARISE FROM ANY COURSE OF PERFORMANCE, COURSE Of DEALING OR USAGE OF TRADE. NORTHWOODS DOES NOT WARRANT THAT ANY SUPPORT SERVICES, SOFTWARE OR PATCHES, UPGRADES AND FIXES PROVIDED WILL SATISFY LICENSEE'S REQUIREMENTS OR ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF ANY SOFTWARE OR PATCHES, UPGRADES AND FIXES WILL BE UNINTERRUPTED. NORTHWOODS DOES NOT ASSUME ANY LIABILITY WHATSOEVER WITH RESPECT TO ANY THIRD PARTY HARDWARE, FIRMWARE, SOFTWARE OR SERVICES. 6. UMITATIONS OF LIABILITY. IN NO EVENT SHAH NORTHWOODS' AGGREGATE LIABILTY UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNTS PAID BY LICENSEE TO NORTHWOODS UNDER THIS AGREEMENT DURING THE CURRENT TERM OF THIS AGREEMENT. IN NO EVENT SHALL NORTHWOODS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT UMITED TO ANY LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION DAMAGES OR EXPENSES, THE COSTS OF SUBSTITUTE SOFTWARE OR SERVICES, LOSSES RESULTING FROM ERASURE, DAMAGE, DESTRUCTION OR OTHER LOSS OF FILES, DATA OR PROGRAMS OR THE COST OF RECOVERING SUCH INFORMATION, OR OTHER PECUNIARY LOSS, EVEN IF NORTHWOODS HAS BEEN ADVISED OF THE POSSIBILITIES Of SUCH DAMAGES OR LOSSES. THIS LIMITATION INCLUDESANY LOSS RESULTING FROM SERVER FAILURE THAT WAS NOT DIAGNOSED DURING A SERVER HEALTH CHECK CONDUCTED BY NORTHWOODS 7. TERM, RENEWAL AND TERMINATION. a. Terre. Subject to the early termination provisions of Section 7(b), the initial term of this Agreement (the 'Initial Term') shall commence on the day that Northwoods Issues to Licensee license codes for the Covered Software modules licensed by Licensee under the EULA and shall expire on the first anniversary of such date. Except as otherwise provided in Section 7(cH3) below, the Agreement will automatically renew for consecutive one (1) year terms upon the payment by Licensee of the next year's Software Support fee. b. early Termination. 1) Automatic. This Agreement shall terminate automatically, without any other or further action on the part of either of the parties, Immediately upon any termination of the EULA. 2) By Northwoods for Cause. Northwoods shall be entitled to give written notice to Licensee of any breach by Licensee or other failure by licensee to comply with any material term or condition of the EULA or this Agreement, specifying the nature of such breach or non-compliance and requiring Licensee to cure the breach or non- compliance. If Licensee has not cured, or commenced to cure (if a cure cannot be performed within the time period set forth below), the breach or non-compliance within (A) In the case of non-payment, any breach of Section 1 of the EULA, or any breach of Section 3 of this Agreement, ten (10) calendar days after receipt of such written notice, or (B) in the case of any other breach or non-compliance, twenty (20) business days after receipt of such written notice, Northwoods shall be entitled, in addition to any other rights it may have hereunder, or otherwise at law or in equity, to immediately terminate this Agreement. 3) By licensee. A) for Cprwenlenre. Licensee may terminate this Agreement at any time, for any reason, upon not less than thirty (30) days advance written notice to Northwoods. B) For Cause Licensee shall be entitled to give written notice to Northwoods of any breach by Northwoods or other failure by Northwoods to comply with any material term or condition of this Agreement, specifying the nature of such breach CONFIDENT/AL 3 0/ 5 Amnion: July11, 1, 2012 or non-compliance and requiring Northwoods to cure the breach or non- compliance. if Northwoods has not cured, or commenced to cure (if a cure cannot be performed within the time period set forth below), the breach or non- compliance within twenty (20) business days after receipt of written notice, Licensee shall be entitled, in addition to any other rights it may have under this Agreement, or otherwise at law or in equity, to immediately terminate this Agreement; and thereafter, so long as Licensee has complied In all material respects with its obligations under the FULA and this Agreement, and is current on all payment obligations under the EULA and this Agreement, Licensee shall be entitled to a refund from Northwoods of the "unused portion of the annual support fees' for the then -current term of this Agreement. For these purposes, the 'unused portion of the annual support fees" shall mean that portion of the annual support fees paid by Licensee with respect to the term of this Agreement during which such termination of this Agreement is effective, equal to the total of such annual support fees multiplied by a fraction, the numerator of which shall be the number of calendar months during the then -current term of this Agreement that remain until the end of such then -current term, commencing with the calendar month after the calendar month in which such termination is effective, and the denominator of which shall be the total number of calendar months in such then -current term determined without regard to such termination. C) Non -Renewal. Licensee may elect not to renew this Agreement at the end of the then -current term of this Agreement by written notice to Nonhwoods on or prior to the date payment Is due under Section 4(c)(1) of Northwoods' invoice for annual support fees for the next succeeding renewal term of this Agreement. 4) By Either Party In Accordance with Section 8. Either party may terminate this Agreement in accordance with the procedures set forth in Section 8. c. Effect of Termination. 1) Payments. Notwithstanding any termination of this Agreement, Licensee shall be obligated to pay Nonhwoods for (A) all Support Services provided on a time and materials basis In accordance with this Agreement at any time on or prior to the effective date of termination; (B) all annual support fees due with respect to any period commencing prior to the effective date of termination; and (C) all incidental costs and expenses Incurred by Nonhwoods at any time on or prior to the effective date of termination. All such payments shall be made In accordance with Section 4, which shall survive any such termination for these purposes. 21 Survival of Obligations. The termination of this Agreement will not discharge or otherwise affect any pre -termination obligations of either party existing under the Agreement at the time of termination. The provisions of this Agreement which by their nature extend beyond the termination of the Agreement will survive and remain In effect until all obligations are satisfied, including, but not limited to, Sections 2(x)(3) and 2(c)(3) (as they relate to title and ownership), Section 4(d), Section Sic), Section 6, Section 7, Section 9 and Section 10. No action arising out of this Agreement, regardless of the form of action, may be brought by Licensee more than one (1) year after the date the action accrued. 3) Reinstatement of Agreement. In the event of the termination of this Agreement by Licensee under Section 7(bl(3)(C) (Non -Renewal), Licensee may at any time after the effective date of such termination elect to reinstate this Agreement h accordance with this Section 7(c)(3). To obtain reinstatement, Licensee shag deliver written notice to such effect to Northwoods, together with payment in full of: (A) annual support fees, based upon Northwoods' Annual Support Fee Schedule in effect as of the time of such reinstatement, for all periods (as determined under Section 7(a) as If the Agreement had not been terminated under Section 7(bl(3)(C)) that have elapsed from the effective date of such termination through the effective date of such reinstatement; and (B) an amount equal to one hundred ten percent (110%) of the annual support fee, based upon Northwoods' Annual Support Fee Schedule in effect as of the time of such reinstatement, for the renewal term of this Agreement commencing on the effective date of such reinstatement. Any reinstatement under this Section 7(d(3) shall be effective as of the first business day after Nonhwoods has received the notice of reinstatement and all payments required to be made hereunder in connection with such reinstatement. The renewal term commencing with the effective date of this Agreement shall be for a period ending on the first annual anniefsary of such effective date; and thereafter the term of this Agreement shall be renewed: (I) at the end of such first renewal term, for a period of one year; and (i) thereafter, annually on a year by year basis. EXCEPT AS EXPRESSLY PROVIDED BY THIS SECTION 7(x1131 LICENSEE SHALL HAVE NO RIGHT TO REINSTATE THIS AGREEMENT FOLLOWING THE TERMINATION THEREOF FOR ANY REASON. 8. FORCE MAJEURE. No failure, delay or default in performance of any obligation of a party to this Agreement shall constitute a default or breach to the extent that such failure to perform, delay or default arises out of a cause, existing or future, beyond the control (Including, but not limited to: action or Inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood; war; not; theft; earthquake; natural disaster or acts of God; national emergencies; unavailability of materials or utilities; sabotage; viruses; or the art, negligence or default of the other party) and without negligence or willful misconduct of the party otherwise chargeable with failure, delay or default. Either party desiring to rely upon any of the foregoing as an excuse for failure, default or delay In performance shall, when the COMPASS® SOFTWARE SUPPORT AOREEMN cause arises, give to the other party prompt notice in writing of the fans wh constitute such cause; and, when the cause ceases to eatst, give prompt notice that fact to the other party. This Section 8 shall in no way limit the right of eiti party to make any claim against third parties for any damages suffered due to s causes. If any performance date by a party under this Agreement is postponed extended pursuant to this Section 8 for longer than ninety (90) calendar days, , other party, by written notice given during the postponement or extension, and least thirty (30) days prior to the effective date of termination, may terminate t Agreement. 9. NOTICES. Unless otherwise agreed to by the parties in a writing signed by ix parties, all notices required under this Agreement shall be deemed effective: when sent and made in writing by either (1)(A) registered mail, (B) certified m, return receipt requested, or (C) overnight courier, In any such case addressed a sent to the address set forth herein and to the attention of the person executing tl Agreement on behalf of that party or that person's successor, or to such ad address or such other person as the party entitled to receive such notice shall ha notified the party sending such notice of; or (21 facsimile transmission appropriate directed to the attention of the person identified as the appropriate recipient and the appropriate address under (a)(1) above, with a copy following by one of the oth methods of notice under lal(1) above; or (b) when personally delivered and made writing to the person and address Identified as appropriate under (a )(1) above. 10. GENERAL PROVISIONS. a. Jurisdiction. This Agreement and any claim, action, suit, proceeding, or dispute arisli out of this Agreement shall in all respects be governed by, and interpreted accordance with, the substantive laws of the State of Ohio without regard to its conflk of laws provisions. Venue and jurisdiction for any action, suit, or proceeding arising o of this Agreement shall vest exclusively In the federal or state courts of gene( jurisdiction in Franklin County, Ohio. b. Interpretatkm. Headings used in this Agreement are for reference and convenien purposes only and shall not in any way limit or affect the meaning or interpretation , any of the terms hereof. All defined terms in this Agreement shall be deemed to refer the masculine, feminine, neuter, singular or plural, in each instance as the context particular facts may require. Use of "hereunder," "herein," 'hereby' and similar tern refer to this Agreement. c. Waiver. No waiver of any right or remedy on one occasion by either party shall t deemed a waiver of such right or remedy on any other occasion. d. Integration. This Agreement, Including any and at exhibits and schedules referred I herein or therein set forth the entire agreement and understanding between the parth pertaining to the subject matter and merges all prior discussions between them on th same subject matter. Neither of the parties shag be bound by any condition: definitions, warranties, understandings or representations with respect to the sublet matter other than as expressly provided In this Agreement. This Agreement may only b modified by a written document signed by duly authorized representatives of th parties. This Agreement shall not be supplemented or modified by any course c performance, course of dealing or trade usage. Variance front or addition to the term and conditions of this Agreement in any purchase order or other written notification documentation, from Licensee or otherwise, will be of no effect unless expressly agree to in writing by both parties. This Agreement will prevail over any conflicting stipulation contained or referenced in any other document. e. Binding Agreement and Assignment; This Agreement shall be binding upon and shat Inure to the benefit of the parties and their respective successors and pevmhted assigns Northwoods may assign this Agreement or its rights or obligatIons under thi: Agreement, in whole or in part, to any other person or entity. Licensee may not assigr this Agreement or its rights or obligations under this Agreement, in whole or in part, tl any other person or entity without the prior written consent of Northwoods. Ant change in control of Licensee resulting from an acquisition. merger or otherwise shal constitute an assignment under the terms of this provision. Any assignment made without compliance with the provisions of this Section 10(e) shall be null and void and o no force or effect. f. 5everabillty. In the event that any term or provision of this Agreement is deemed by: court of competent jurisdiction to be overly broad in scope, duration or area o applicability, the court considering the same will have the power and Is herebt authorized and directed to limit such scope, duration or area of applicability, or all 0 them, so that such term or provision is no longer overly broad and to enforce the same as so 'hefted. Subject to the foregoing sentence, in the event any provision of this Agreement Is held to be invalid or unenforceable for any reason, such invalidity m unenforceability will attach only to such provision and will not affect or render invalid of unenforceable any other provision of this Agreement. g. Indeoendent Contractor. The parties acknowledge that Northwoods is an Independent contractor and that It will be responsible for its obligations as employer for those individuals providing the Support Services. h. Export. Licensee agrees to comply fully with all relevant regulations of the U.S. Department of Commerce and all LIS. export control laws, including but not limited to the US. Export Administration Act, to assure that the Patches, Upgrades and Fixes are not exported In violation of United States law, I. )nlunctive Relief. The parties to this Agreement recognize that a remedy at law for a breach of the provisions of this Agreement relating to confidential information and CONFIDENTIAL 4 015 Revision AN if, 2012 (tt: COMPASS® SOFTWARE SUPPORT AGREEMI intellectual property rights will not be adequate for Northwoods' protection and, accordingly, Northwoods shall have the right to obtain, in addition to any other relief and remedies available to it, specific performance or injunctive relief to enforce the provisions of this Agreement. IN WITNESS WHEREOF, the undersigned, authorized representatives of the parties have duly executed this Compass Software Support Agreement. On behalf of Licensee: Signature &fix Cati VVl'A/ Printed Name On behalf of Northwoods: / C' Date . vn;tLD CDa ,.,n1 GoittcV OF (cofj p) Cc,�j usslcl,ti Title I Signature Date (ittit(f/2)/4/>> l -( r fed Printed Name Title f)Ate:6/ NOV 1 4 2012 CONFIDENTIAL 5o/5 Revision: July 11, e ATTACHMENT D Northwoods Remote Access Requirements The Northwoods Team is dedicated to providing exceptional customer support and the highest quality of service. We also strive to help keep projects on time and reduce costs for our customers. To this end, we require remote access from each of our customers. The ability to work remotely greatly reduces the cost and time needed to setup and maintain your solution. In order to effectively perform the tasks associated with installation and maintenance, Northwoods requires that customers provide a secure VPN (Virtual Private Network) application to handle remote access. Applications like Hamachi, Cisco, Check Point, Windows VPN, and similar programs are preferred because they offer robust virtual network solutions. Remote products such as GotoMeeting, Webex, or remote sessions hosted through a web browser are not accepted VPN solutions, as these systems do not provide enough flexibility to allow Northwoods engineers to perform their required work. The tasks that Northwoods engineers need to perform while connected to customer systems require specific network ports to be open through the VPN solution. The table below lists these ports and the tasks performed by the Northwoods Engineering Team: Port Number 80 : TCP, UDP HTTP 443: TCP, UDP HTTPS (TLS/SSL) 139 and 445 : TCP, UDP NetBIOS and Microsoft SMB 3389:TCP RDP 1433 or configured SQL Server port : TCP Microsoft SQL Server Allows Northwoods engineers to use web resources during install and maintenance of the solution Allows Northwoods Engineers to use secure web resources during install and maintenance of the solution Allows Northwoods engineers to copy Compass files to shares on the Compass application server(s) Allows Northwoods engineers to use RDP (Remote Desktop Protocol) to connect to Compass application server(s) using Microsoft's Remote Desktop Connection Allows Northwoods engineers to use SQL tools to upgrade the Compass Framework database and troubleshoot database issues Northwoods understands that our customers use Compass applications every day for their daily work. Maintenance of the system is generally done during non -business hours to cause the least amount of interruption to workers and to provide adequate time for the proper maintenance of the Compass solution. Remote access to the system is required at all times so that Northwoods engineers can provide timely customer support. Revolutionizing the Delivery of Human Services° I ATTACHMENT E Statement of Work cctronc Document Management Project Weld County Department of Human Services Prepared By: Northwoods Consulting Partners, Inc. October 26, 2012 `..!••;{I,itint of Worl, ' I +..I+rirhl !vi �lr1.1gl'rnn rlt r'I• i.t•i Table of Contents P Li TO Se 1 SA-npe J. '°:tlorl: Requirements 2 I •l r:�ii��ci I!'I��I agcnieiu r'r►1 Inf rastrl..Ictt.Iro ...... c:••rth_'r Set.ul.i 4 F'roct.11 !'nll?nt r, li)f'dw re Procurement tisinyc'• Al) 'A'i'Id County DHS Responsibilities ,.;t i thy,fo do Responsibilities t; . ,.`. I I li I)t-ions/Depenclenc IL's 6 Weld County DHS Responsibilities 7 NI i liwoods i-esponsil)ilities i hnport i Weld County DHS Responsibilities 1'iortlw'oods Responsibilities Q 1<.titirt�4�ii)ns/Dependencies 'Software Configuration Lj Revolutionizing the Delivery of Human Services° Statement of Work ]POTonic Document Manaj_ement Prniec! Weld County DHS Responsibilities q Northwoods Responsibilities 9 �•!nnptions/Dependencies 10 ioe icy System Document Conversion 11 Weld County DHS Responsibilities 12 Horitnvoods Responsibilities 12 inptions/Dependencies 12 t Hardware Deployment 12 Weld County DHS Responsibilities 13 Northwoods Responsibilities 13 ii.sstin)ptions/Dependencies 13 C lien! Snftwaro Deployment 13 County DHS Responsibilities r, No thwoods Responsibilities 14 14 Weld County DHS Responsibilities 14 Northwoods Responsibilities 14 i iWning/Test System Installation 14 W -4d County DHS Responsibilities 15 Norlhwnods Responsibilities 15 fv-,stimptions/Dependencies 15 tedr.Jtion Testing 15 weld County DHS Responsibilities 15 Northwood,' Responsibilities 16 Revolutionizing the Delivery of Human Services° Page ie of iVorlc i.- iI( : 1r1( inflow rvir111.1!.'1'Itle'rlt I'I'c11C•1't •••,';:ur-rlptions/De'pendencios 16 + .Ilrllll�' ;.ourlty DHS Recponsibilitiec '19 hesfre.)nsibilitu s 2n :,c.unf i)tiuns/Dependencies 20 I iroited Ili-whi Lion Pilot .11 (minty DHS Responsibilities 21 :o: thl:ile.ict(i:; R•f15pOrlslhlllties 21 I tl,l r,:I':Itr( tion Deployment 21 ici ( oz,rtt` l)H5 2 i 1 ! . Illii':: l'OCtri+lf'I1ttltlon 7Z IiH`, Re.spon;ibilitirc kes!)Onsihilitie 2.) 27 I ocation and Hours of Work 22 Ilelil,ern:)le Review and Acceptrnc( 23 Acceptance Roles :a11'.: Responsibilities 38 A.ppi2ndi:: A -- Testing Severity Levels t.ppeadi 6 - Change Management 1. Copyright and Trademarks Notice Copyright © 2012 Northwoods Consulting Partners, Inc. AU rights reserved. Revolutionizing the Delivery of Human Services° Statement of Work I,•cli nnic Unnun4nl M1Iingcni nl I'riijc Northwoods, the Northwoods Bear Logo, the Northwoods tagline, and Compass are registered trademarks and service marks of Northwoods Consulting Partners, Inc. Rather than repeat the trademark and service mark attributions throughout this document, Northwoods hereby asserts its rights for all of its products and services. All other trademarks and service marks are the property of their respective owners. Unless stated to the contrary, no association with any other company or product is intended nor inferred. Revolutionizing the Delivery of Human Services® Statement of Work I'!CLli un!! nu(tlan'ni fvl.ind<4:m+.ii; Pri+ppi_I Purpose The purpose of this SOW is to outline the project scope, requirements, and deliverable work products for the implementation of an Electronic Document Management System (EDMS or Project). The SOW clearly specifies the terms of work to be done by Northwoods in developing and/or producing the goods or services as related to the Project. If, during the course of the Project, the scope requirements change (anything outside what is contained in this SOW), Northwoods will implement the Change Control Procedures specified in this SOW. Project Scope The Project has a charter to make an Electronic Document Management System (EDMS) operational in Weld County Department of Human Services (DHS) production environment within the following program areas/departments as part of a three-phase implementation approach. Phase 1 • Assistance Payments Mail Room • Hearings • Investigations Childcare • Common Support • Low-income Energy Assistance Program (LEAP) Phase 2 • Child Support • Child Welfare Adoptions • Child Protection • Closed Foster Home • Family Focus Phase 3 • Admin • Legal • Personnel • Employee Security Revolutionizing the Delivery of Human Services" • Child Welfare IV -E • Child Welfare Maintenance of Effort • Multidisciplinary Youth Assessment Team • Youth in Conflict • Placement & Resource • Adult Protection • Fiscal Office • HRD — Area Agency on Aging • Employment Services Page �..+Finest '4Vcrt: ..iu� (`�n_inT�ilt IV�dlld�'P�l u�fl( IyOiip f Implementation includes the solution components and professional services described in this SOW. Work Requirements The work requirements defined in this section are for professional services necessary for the successful design, implementation, and deployment of the EDMS. Each deliverable described is subject to the appropriate Review Procedure and Acceptance Criteria. Key Northwoods personnel are assigned to the project and the tasks required for their position but are not necessarily considered full time for the duration of the project. A mutually agreed upon Project Schedule is developed as a project deliverable. It is assumed that all project participants will provide the necessary resources (i.e. human resources, facilities, equipment, etc.) consistent with project scope and established timelines. Project Management Primary responsibilities of the Northwoods Project Manager during all project phases include: • Change Management — Log change requests for anything effecting scope, time or cost for the project. Identify in scope and out -of -scope requests. Process change requests consistent with Change Control Procedures. • Issue and Risk Management —Log issues/risks and assign to team members for resolution and/or follow up. Assign a rank to identify the likelihood and severity of a risk should it materialize. Identify methods to be used to mitigate or eliminate the risk. Communicate potential risks and issues that may affect the schedule, budget and/or project deliverables to key stakeholders. Identify schedule variance and potential problems. • Resource Management — Provide fair and efficient management of project resources from Initiation through Project Closure. • Work Breakdowns, Schedules. Milestones —Assign work activities and target completion dates required for the project team. Review and approve task updates for project team. Make adjustments to the Project Schedule and/or reassign resources as necessary, Deliverable Management — Facilitate the configuration and implementation of project deliverables and deliverable review procedures. • Quality Management — Apply quality assurance and quality control procedures to control quality during the development and deployment of project deliverables, and all other facets of the project from Initiation through Project Closure • Calendar of Events and Deadlines —For the duration of project, establish, review and communicate project events and deadlines. • Document Repository and Control — Identify documents to be crafted and maintained by the project team. Establish a Project Document Library and document standards. Communicate documentation standards to project team. • Leadership & Decision Support and Prioritization — Identify decision owners and proactively support the project decision making process. Determine the relative priority of decisions. Revolutionizing the Delivery of Human Services® Statement of Work 1-Ir-.In.4h' 1A'L,n cr inetil Prole, I • Customer/Stakeholder Relationship Management — Establish expectations and a common purpose; manage said expectations. • Communications Management — Provide project status updates and communication. Utilize appropriate communication channels to assure visibility and co-operation by communicating status and relevant news about the project to key stakeholders. Provide regular status reports to DHS Project Manager and key customer stakeholders. Deliverable • Baseline Project Schedule Weld County DHS Responsibilities • Assign a DHS Project Manager to coordinate activities for Weld County resources, (i.e. personnel, facilities, etc.) and assist the Northwoods Project Manager with the application of project management methodology. • Consistent with deliverable review and acceptance procedures, evaluate Baseline Project Schedule. Northwoods Responsibilities • The Northwoods Project Manager is responsible for the application of project management methodology. • Submit Baseline Project Schedule deliverable to DHS Project Manager for review. Assumptions/Dependencies • Weld County DHS human resources, facilities and equipment will be available when required. System Infrastructure Designed as a day -forward system with provisions for backfile conversion, the EDMS will reside on Weld County DHS's existing network and server infrastructure in a hosted centralized server and storage environment. While the EDMS design is based on industry best practices and past experience with similar implementations, system performance is a function of network environment variables (e.g. bandwidth, latency, congestion, etc.). As a result, document submission times and retrieval response times for end users will vary and cannot be guaranteed by Northwoods. Revolutionizing the Delivery of Human Services• Pa_ a I !;cI hillI foicCl Weld County DNS Responsibilities • Provide an adequate network environment to support EDMS technologies, including 100MB data line (minimum) connection to user desktops, sufficient bandwidth and network security. Server Setup Weld County IT provides the appropriate server environment based on technical specifications provided by the Northwoods Project Team. Deliverable • Server Setup Weld County DNS Responsibilities • Consistent with technical specifications, provide the following: o Configured database and application servers to include all required prerequisite server software such as Windows Operating System (OS) with current updates/patches, Microsoft SQL Server, and anti -virus protection n Configured swap file o Configured physical drives o Configured logical drives • Configured Network Interface Card (NIC) o Configured Uninterrupted Power Supply (UPS) • Consistent with deliverable review and acceptance procedures, evaluate Server Setup deliverable. Northwoods Responsibilities • Provide technical specifications for Server Setup. • Provide documentation and/or consultation for Weld County IT to create data backup jobs that run on a regular schedule. • Validate Server Setup. Assumptions/Dependencies • Weld County DHS/IT will provide technical assistance during the performance work requirements, including but not limited to: o Network connectivity and troubleshooting assistance o Network traffic analysis and bandwidth monitoring to isolate bottlenecks o Integration with existing systems Revolutionizing the Delivery of Human Services° Statement of Work L4LitLulu Il.a!unent Nir,nau'.mcnt Pi''''_t o Handling issues with server hardware before, during, and after rollout • Weld County IT will complete the Server Setup deliverable within timeframes established in a mutually agreed upon Project Schedule. Software Procurement Software procurement includes those activities needed to make server software and client software available for phase deployment. Deliverable • Software Installation/Registration vdeld County DHS Responsibilities • Procure application software through execution of Purchase Agreement, Attachment A. • Consistent with deliverable review and acceptance procedures, evaluate Software Installation/Registration deliverable. Horthwoods Responsibilities • Consistent with Attachment A of Purchase Agreement, install and license application software. Oient- Hardware Procurement Client hardware procurement includes those activities needed to make client hardware available for deployment. Deliverable • Client Hardware Procurement Weld County DHS Responsibilities • Consistent with specifications provided by Northwoods, procure client hardware. Northwoods Responsibilities • Provide technical specifications for Weld County DHS/IT to procure client hardware. Revolutionizing the Delivery of Human Services" Page .,. ,`r1..,,; of Mork , ,n i1• r r .rr'..,r r. i;1,irlJCrinrnt I'Iujrrl Assumptions/Dependencies • Weld County will procure the necessary hardware consistent with technical specifications provided by Northwoods within the timeframes mutually agreed to in the Project Schedule. Business Analysis The Northwoods Project Team elicits project requirements during field observation and facilitates interviews with subject matter experts (i.e. Business Requirements Discovery) from each program/service area impacted by each phase of the Project. The results of Business Requirements Discovery are documented as functional requirements in a Requirements Traceability Matrix (RTM) for each project phase, representing the on -going maintenance of scope. Deliverable • Requirements Traceability Matrix - Phase 1 • Requirements Traceability Matrix - Phase 2 • Requirements Traceability Matrix - Phase 3 Weld County DHS Responsibilities • Provide appropriate facilities for Business Requirements Discovery sessions. • Schedule subject matter experts for Business Requirements Discovery session schedule provided by Northwoods Project Manager. • Consistent with deliverable review and acceptance procedures, evaluate Requirements Traceability Matrix. Northwoods Responsibilities • Schedule and facilitate Business Requirements Discovery session(s). • Prepare and submit Requirements Traceability Matrix to DHS Project Manager for review. • Maintain Requirements Traceability Matrix. Assumptions/Dependencies • Based on a mutually approved schedule, Weld County DHS subject matter experts will be available to address questions and participate in Business Requirements Discovery. System Design Consistent with Software Standard Features and with respect to business needs transpiring from Business Requirements Discovery, the Northwoods Project Team validates the standard capabilities to `` '^ r ' Revolutionizing the Delivery of Human Services • Statement of Work uo(toinit- Uotunrvt Mdnmgement Proitit be utilized, identifies if any additional capabilities of each software application should be included, details related design specifications, and prioritizes testing requirements. Deliverable • Software Design Specification — Phase 1 • Software Design Specification — Phase 2 • Software Design Specification — Phase 3 Weld County DHS Responsibilities • Consistent with deliverable review and acceptance procedures, evaluate Software Design Specification. Northwoods Responsibilities • Prepare and submit Software Design Specification to DHS Project Manager for review. Data Import The EDMS requires an 'Autofill' extract file from CMS & Trails to streamline document indexing. Hn' Northwoods Project Team elicits data conversion requirements and documents the results in the Autofill File and ETL (Extract Transform Load) Requirements Document as a project deliverable. Consistent with the approved Autofill File and ETL Requirements Document, Weld County IT provides an Autofill data file extract. The Northwoods Project Team completes preliminary configuration of application software to consume Autofill data file and provides test cases, along with acceptance criteria, for Weld County IT to test the autofill results. Upon completion of successful testing, the ETL baseline configuration is placed under configuration management, which serves as a reference point for future data conversion changes. The Northwoods Project Team provides consultation and/or documentation for Weld County IT system administrators to execute the approved ETL process, including a recurring Autofill data file extract, on a regular basis. Deliverables • Autofill File and ETL Requirements Document • ETL Process Revolutionizing the Delivery of Human Services• Page �crit ui 6'Jorl. Weld County DHS Responsibilities • Provide initial Autofill data files within timeframes established in a mutually agreed upon Project Schedule and in the format specified in the Autofill and ETL Requirements Document. • Execute the test cases provided by the Northwoods Project Team and provide testing results to the Northwoods Project Manager within timeframes established in a mutually agreed upon Project Schedule. • Consistent with deliverable review and acceptance Requirements Document deliverable. • Provide regular Autofill data files in the format and Requirements Document. • Consistent with deliverable review and acceptance Requirements Document. • Consistent with deliverable review and acceptance Northwoods Responsibilities procedures, evaluate Autofill File and ETL frequency specified in the Autofill and ETL procedures, evaluate Autofill File and ETL procedures, evaluate ETL Process. • Provides test cases and acceptance criteria for Weld County IT to test autofill results. • Prepare and submit Autofill File and ETL Requirements Document deliverable for review by DHS Project Manager. • Configure ETL Process to specifications in Autofill File and ETL Requirements Document. • Prepare and submit Autofill File and ETL Requirements Document to DNS Project Manager for review. Assumptions/Dependencies • Autofill data file extracts will include records from 'Active' cases only. • The initial data extract file will include all records for all active cases. After the initial import, each period's extract file will include only records for active cases where any Autofill data element has changed from the previous data extract. • If a client has more than one active case, a separate record for each case will be included in the extract file. • The ETL process is responsible for deleting the extract files after they have been successfully captured on the EDMS server. If, for any reason there is already one or more Autofill extract files in the file share location, the ETL process will place the new extract file in the file share location regardless. • If there is no extract file generated for a given period, the EDMS will expect the next extract to include records for cases changed during the preceding period. Revolutionizing the Delivery of Human Services® Statement of Work ire flow( l)p[Wlienr .'.LIl i._ ' luc rlr Software Configuration The Northwoods Project Team configures application software per the approved Software Design Specification. Baseline Software Configuration settings are placed under configuration management and baselined for each project phase as a benchmark and reference point for future system changes. Deliverable • Baseline Software Configuration — Phase 1 • Baseline Software Configuration — Phase 2 • Baseline Software Configuration — Phase 3 Weld County DHS Responsibilities • RightFax Designate a single point of contact to authorize software configuration changes. o Assign an IP Address to the Open Text Fax Gateway (placed on the network). • Advanced Capture Provide a representative sample of documents and data for testing/validation of the configured form template within the timeframe established in a mutually agreed upon Project Schedule. o Test and approve initial batch of 15 form templates provided by the Northwoods Project Team. • Create and configure any additional form templates desired for Advanced Capture (in addition to 15 form templates configured by Northwoods Project Team). • Reports Customize and/or develop any desired custom reports (in addition to standard OnBase Report Services reports available out of the box). • Consistent with deliverable review and acceptance procedures, evaluate Baseline Software Configuration. Northwoods Responsibilities • Consistent with executed contract, approved Software Design Specification, and Software Standard Features, complete baseline software configuration for server software modules and client software modules. • RightFax Revolutionizing the Delivery of Human Services• �•�I�I lil.iiidk� Ill Prll I'rP)r�i-� Configure RightFax OEM channels and Open Text Gateway. • Advanced Capture a Complete testing for a representative sample documents to be processed by the r, • Reports Advanced Capture forms template. Deliver training for up to five Weld County form template designers/administrators to create and configure additional form templates for Advanced Capture (in addition to initial 15 form templates). o Deliver training for up five Weld County system administrators to customize and/or develop custom reports (in addition to standard OnBase Report Services reports). • Return Mail and Dead Letters Create Return Mail Document Type and Dead Letter Document Type to facilitate processing of return mail and dead letter documents. Assumptions/Dependencies • On Base o Application Enabler configuration includes up to 20 screens to interface with CBMS. o Workflow configuration is limited to New Mail and Follow-up Tickler lifecycles. Report Services configuration is limited to the standard out of the box reports. • Advanced Capture ✓ Form templates will auto -fill index information from the existing document type auto -fill data source. o Form templates provided by Weld DHS will have a consistent structure. a Index information for form templates is printed text to support Optical Character Recognition (OCR). o Document images will be scanned at a consistent three hundred (300) DPI. a Form templates configured to use Intelligent Character Recognition (ICR) are based on forms that are well designed for ICR (i.e. defined text areas using Comb Lines, Character boxes, and other methods) to ensure handwritten text is printed legibly to facilitate successful ICR. OCR success rate is dependent upon the quality of the received image and the OCR technology. o Form templates will be clean and free of extraneous patterns, images, or any other formatting that would interfere with reading data. o Handwritten fields will not be captured from documents. • OCR extraction is based on the English language. Revolutionizing the Delivery of Human Services® Statement of Work :i if(i11u IiUl Un4'i11 No. 111JgPrl1?IJ ;) ,)1C,1 • Items not fully indexed or that need correction will require manual indexing by Weld County DHS staff. o Data elements read and extracted data from OnBase Advanced Capture is limited to: • SSN • Case Number • Barcode c The capability for Barcode recognition exists. In the absence of business use case scenarios, only Business Requirements Discovery is included in this SOW. o OnBase Advanced Capture documentation will be provided as the training material during training of form template designers/administrators. OnBase Advanced Capture Software will be used to perform separation of single -page and multi -page documents using patchcode sheets. D Barcodes and/or patchcode sheets may be required to perform separation of certain single -page and multi -page Invoice documents. • OnBase provides Integration for Microsoft Outlook 2007 and Integration for Microsoft Outlook 2010. Northwoods will provide one of these modules to match the version of Microsoft Outlook utilized in Weld County. If both versions are utilized, one must be selected. 1_(g cy System Document Conversion The Northwoods Project Team converts existing Documentum Application Extender (AX) images, along with related metadata, for the purpose of providing access to these legacy documents through OnBase. Document conversion will take place in a secure off -site data center located in northern California for the following reasons: • The conversion does not rely on the legacy system. • The conversion is done from backup media. • The legacy system (if running) can continue to support users and accept documents without being burdened by performing the conversion. • If the legacy system fails — the conversion will be unaffected. • Lab equipment is dedicated to this conversion. Deliverable • Backfile Document Conversion Revolutionizing the Delivery of Human Services° Page r-,eut ?i Viior6: i.. n'I�-I)n�I Pit iJId!I1i iTie111 I'tcperl \A/eid County DI -IS Responsibilities • Provide image data, along with the DX stub files and AX database backup, within timeframes established in a mutually agreed upon Project Schedule. • Consistent with deliverable review and acceptance procedures, evaluate Backfile Document Conversion. Northwoods Responsibilities • Provide the initial conversion of up to 14 million pages of legacy paper case file documents, representing approximately 700GB's of storage. • Provide two Delta conversions representing new data added to the system after the initial conversion begins up until the point the Documentum AX system no longer accepts new data respective to phase 1 and phase 2. Assumptions/Dependencies • Conversion from a single Documentum AX system. • The source data traveling to the off -site facility and converted data traveling back will be on hardware encrypted USB drives from Addonics. • A single file with multiple pages will be billed at the number of pages contained within — not the number of files. • The Documentum AX system to be converted includes scanned image data only (no COLD or annotations). • Converted Image data will be delivered as either single page or multi -page TIFF. Images will be delivered back with their corresponding indexing data in an ASCII DIP file. • Other file types (JPEG, PDF, Word, etc.) will be delivered back in their native format if found. • Documents of like type (same file type) will be delivered back as complete documents. • Documents consisting of multiple file types will be delivered back as separate documents. • A Delta conversion is the conversion of new data added to the system after the initial conversion begins up until the point that AX no longer accepts new data. • Reconciliation will be provided for the following items: o Documents not delivered due to format o All media received, converted, not converted, and delivered Client Hardware Deployment Client hardware deployment includes those activities required to make EDMS client hardware available for use. Revolutionizing the Delivery of Human Services' Statement of Work ' ksuui1K Dcr unieni ivt inacy-m.' fl Projt±c • Client Hardware Deployment — Phase 1 • Client Hardware Deployment — Phase 2 • Client Hardware Deployment — Phase 3 Weld County DHS Responsibilities • Install and configure client hardware. • Consistent with deliverable review and acceptance procedures, evaluate Client Hardware Deployment. Northwoods Responsibilities • Provide the necessary consultation and/or documentation for Weld County IT to install client hardware. • Validate client hardware is properly deployed. Assumptions/Dependencies • Weld County IT/DHS is responsible for consumable supplies for printers and scanners. eri t software Deployment Client software deployment includes those activities required to make EDMS software available for use. Deliverable • Client Software Deployment — Phase 1 • Client Software Deployment — Phase 2 • Client Software Deployment — Phase 3 Weld County DHS Responsibilities Execute the appropriate software script at appropriate client workstations/user desktops to deploy client software. • Consistent with deliverable review and acceptance procedures, evaluate Client Software Deployment. Revolutionizing the Delivery of Human Services Page I '. .:r terni,nt of INr%rk Irlit r,,. li,'.�i•�n.•i i; �1.1��,1P.ginr-nl „q,,r� Northwoods Responsibilities • Develop software deployment scripts. • Validate client software is properly deployed. st iii a r The milestone target is to place EDMS technologies into full production after the final product deliverable has reached an acceptable level of stability and after all functional requirements have been fulfilled in the system design. Testing of the system consists of a series of tests of the system components, with each set of tests being performed against a progressively larger grouping of components until the operational system has been verified in its entirety. Preliminary testing efforts are limited to those individuals involved in the configuration of various software modules. Following successful testing, configuration settings are re-baselined, representing the completed, client -accepted system ready for Production Release. A Test Plan is developed by the Northwoods Project Team. The plan details the tasks, resources, and activities of testing for the various stages of the test process. Once completed, it is submitted for review and approval. Upon approval, the Test Plan is placed under version control and the team proceeds with test activities in accordance with the plan. Deliverable • Test Plan Weld County DHS Responsibilities • Consistent with deliverable review and acceptance procedures, evaluate Test Plan. Northwoods Responsibilities • Prepare and submit Test Plan to DHS Project Manager for review. Training/Test System installation Weld County IT provides a test/training environment for the Northwoods Project Team to provision a separate instance of the production database for the purpose of post -production training and testing. Following production release/authorization, the training/test system provides a non -production environment in which system hardware and software can be rigorously developed, tested, and deployed. This approach helps stabilize the system by ensuring that any changes are correct and well - tested once the system has been brought into production. Revolutionizing the Delivery of Human Services° Statement of Work 11O1111 Duuinrenl Icl;rnalz'-meat Prolr'r t The following table provides a description of each environment and identifies the degree to which access and changes are controlled. Environment Deliverable Description hi. •rytr ntrlvrrlf '.1`Trtnl'lu1Ct:dr•p I,.nn•,, /r•'.t 'r3r,land-. UY11rr01. ,Rt...it ;..r . ur`i .. rrrnny.r.0 i. .urd: rnili,'J rldUJn Gjlljpn>Pi th,5 r l;VrrUnatr'llt ;.r ,r '.rrlV/l(liq JpIj',, 1,,,tJrr.0,11 r',v:r(rnri,,'nt. IAr. p, Hi I,r)n in v..l,r, Ir tf•' i`:'-b•rn V;Jl ,,t>c'.tt`• ?lll lrll ri Jtl;V r �';I�'Itl IV'.Ilrp'iii'.-Or IC' - to th,s en.L:irnti'nt ilri r. rr..tt ti ..0tot, to 1{• • Training/Test System Weld County DHS Responsibilities Change/Access nn•lrtIt rj • Provide a test/training environment. • Consistent with deliverable review and acceptance procedures, evaluate Training/Test System. Northwoods Responsibilities • Create Training/Test System. Assumptions/Dependencies • Client data integrity is not supported by the Training/Test System. • Client data in the Training/Test System is not migrated to the production system. • A Training/test environment with appropriate security and network access levels is required for Northwoods Project Team to provision a test instance of the production database. Integration Testing Integration testing of the complete, integrated production system by the Northwoods Project Team confirms the system's compliance with specified requirements. Integration testing involves testing of the complete end -to -end system to verify all system functional and performance requirements. This stage of testing includes the execution of a comprehensive set of functional and operational tests. Revolutionizing the Delivery of Human Services® Page I O; 1/Vor:: .;�r� I.,-,. lnf',•rif I' Ii p,?nn�nl Prpin, During integration testing, the traceability of functional requirements demonstrates the realization of user requirements into the delivered product. Test cases form the basis for functional testing. Each test case is linked to at least one functional requirement. As the test cases are executed, the results are recorded and analyzed to address: • Compatibility of all system components within the operating environment. • End -to -end verification across all subsystems. • Reliability and usability of the subsystem interfaces. • Integrity of system design using "real" test data, users and procedures. • System ability to perform in operational scenarios. The execution of each test case results in a pass or fail outcome. All functional requirements related to a test case are considered satisfied upon successful execution of a particular test case. As test cases are executed, defects are recorded, reviewed, clarified, investigated, and confirmed by the test engineer. Once defects have been confirmed, they are categorized for severity (see Appendix A — Testing Severity Levels) and entered into the Issue Log. Any severity 1 (critical) and severity 2 (major) defects requires re - execution of the design process. Severity 3 (moderate) defects require re -execution of the design process only when they represent more than 10% of total test cases. Once a defect is corrected, regression testing of the test case occurs. This process is repeated until all severity 1 (critical), severity 2 (major) are corrected and until severity 3 (moderate) are no more than 10% of total test cases. Deliverable • Integration Testing — Phase 1 • Integration Testing — Phase 2 • Integration Testing — Phase 3 VVelcd County DHS Responsibilities • Consistent with deliverable review and acceptance procedures, evaluate Integration Testing. Northwoods Responsibilities • Perform Integration Testing. • Provide an Integration Test Summary Report to DHS Project Manager for review. Assumptions/Dependencies • Weld County DHS/IT will provide the appropriate network access and security privileges for designated testers. Revolutionizing the Delivery of Human Services• Statement of Work 3 n n o A train -the -trainer (1TT) implementation approach leverages the expertise and experience of Weld OHS staff. With the train -the -trainer implementation approach, Weld DHS trainers incrementally expand their knowledge. Their associated skills are in turn shared across the entire agency to create widespread competency, promote self-sufficiency, and reduce the dependency on a limited number of staff. Trainer development and training activities occur in three stages. • Train -the -Trainer Workshop (Phase 1) • Limited production pilot (Phase 1) • Full Production Implementation (Phase 1, Phase 2 and Phase 3) A 4 -day train -the -trainer workshop provides the necessary training and materials for up to 9 Weld DHS trainers to deliver end user training in a professional and confident manner. The course includes software product training with hands-on, structured software practice exercises."Teach back" sessions provide an opportunity for each learner to practice using instructional materials. Each trainer in training receives a full package of electronic instructional materials (PowerPoint modules, instructor guides, and structured student exercises) and product documentation. Following the train -the -trainer workshop, DHS trainers attend all training courses for case management staff and provide classroom support for Northwoods trainers during limited production pilot for phase 1. In addition, DHS trainers assist with implementation support of limited production end users. OHS trainers assume sole responsibility for training full production end users for all project phases (phase 1, phase 2 and phase 3). Training delivery is provided through a combination of on -site training at Weld OHS facilities and remote web- based learning. • Web -based Training— A self -paced, interactive delivery method accessible through the Northwoods Learning Management System (LMS) in recorded video format. • Instructor -led Training (ILT) — An interactive delivery method delivered by an instructor in a classroom environment. • One -on -One, On -site Instruction — An interactive, informal delivery method where a subject matter expert and a learner or a small group of learners meet for a specific duration of time in a common location. The following table provides a description for each training course for the Project. COURSE NAME DESCRIPTION 1.Hid il.l I�111 ii � - Revolutionizing the Delivery of Human Services° DELIVERY METHOD Page ' :,t-rtemeni of Work I)USonlent Ma n,l Prnlent Project vr(t..{ratea _nftwnre oduel II ,nnln,; ,vill' handy nn oppol tunrtm5 for 1'8rh IOHrn,'r (i) p:alllCi' 1161111', IrlstlllCtlopr I' nl)Ili'I l'nrnr; t:nnnl_ rhr> -It p itod (oure i 2 hour=-) ! ;.d its: Is i ltar,I t valh tho ln,',rU ha:e(I irlinl,pr E!1 rdS,ol i::r 1,1' to' the' IIItIr NO). Ihi loin Ii'iu'r, rrn tuirdanwntn! pi Odu: I I r r.J.11, c 1 _ JI on, 1p( e :2,1d:l;'ar u(r '.1 orlon ri nuthnr. ear n. r, her; lr,lc.r ;ln'1. •pc.rt co," lr,,,nll r.. l'n.iP1 1.'Itrl;; il'i; �ilnlR c',h '.' r,:.r li rp,ri'i'r, l"vn In j tvorI: 1usd uitnl lad I III', rr!iviI L.' r i t).i:li ;)II .vdlc Ion(: F'a.drry cur! pcI,:ted 11,1r :ft.,: II,' r a^ril:lcrel-ul-1 ltln(I .-;;i 1 ur.tl nrt'.'r lorl 0a1v1:II v'rd n at•.11 UsI In(r'hi yrlt f)areii r ours'' I / boom r -I' ' manrm erc lydm 1 S.tll. ib:an�rd tiftsvape fun' Ioly, `.'cells C: rlrny ;ul, '-!tutu L(. ur,r_. uo:,t J-,Fjrrce[Ic u staff ::nil mach r'Jln Ott "::ccivi lenln rir pe:lornr rlr,rum' nt :.,1''lul, and 1);ttic r tndv,11 :HT tofis sofn'ga,and c algid Iru rt!:',v^ pr'lil,l iy,,m. In,t IL1nrL ntOp u•rl i'rr in�nn5•nt b1L Ia h en Ci i t iimcC lust, ti tnr lrn all, .rnrII, th rr paiud_"du;.`I-.houlsl, .,lsr r hula_ r;':upervrvor; in.;drtit II'1 d [r•, i. .IiL L. n r ir' iii Ibt ..,. _) ,r �..yl'r:.,ry r:rrnh, 11:. r.nrn nr. :.. itijr till,: 11.1III 111un,,. .r'enr'y dg5li;rlatefl ystnm ,.rnr nl4lra tnl, ',lint -nn - DIN, - ')n. h':❑n ICI t "rfrllli I(' lit Fint' l'i rr!I Int pi Llli .IU' i''.1 rrli tlDn ,'i Ar n!piia nr! aC t iv,t t Training tracks are segmented by role to ensure learners receive focused and relevant training instruction and materials. TRAINING TRACK ROLE .drnunstr lU '� 1111V1S _, .irn,rtLnl'Fi ,Ip tU- I.r'al,r'Inrvn' :vG.iai;c: r.rul .15,9 rnnn:r,;ir uucr'-b01. COURSE NAME t rnr- lrlrnin;•, IIrlirl : -;I ,., t.i?. nrr:cl i;ainInp. Caa- ....na.,- ul"rni..154, 111 it iirIiH- rl,lllilrl: _'.t'.'rl ;'rhnln'ar,ltlnrr }4r!; tram-nq 01)11. frnnrl ll( Maliilt;pr Ilia' S: ills Ldisltf •I' -c Manager dcf.oneed s!a 1!t Ncii nl11d r is: M.)nagr_r h"r ,l� s�4ii' ri'l'l.. r.lnr:,uur '.l.rll 'Finnic, Page 18 Revolutionizing the Delivery of Human Services° n I nr alf I t„ II ile,,k/nv� l� - tool ct all I1 ttontm_ ih'Ct&anent Nlana@eut.•nl Ptojeu Statement of Work fl'I,10•1..i,r t\. ivli0.orl tik,ll'. I t drool:, ,• Fi•IP(II8 l l oY: i in5F; t�l dolt �:On �II: ii amine all.��an /Jo I lifrlcy np, i�.iugm_ i.mtim, ��II..,.vi S: n•. -:, lu��:ar�r Icy nn��: A Training Schedule is produced by the Northwoods Project Team as a project deliverable. The Training Schedule documents training session information for each training course. Northwoods is not responsible for makeup training sessions for Weld County OHS staff that are unable to attend scheduled training sessions. Deliverables • Training Schedule • System Administration Training • Train -the -Trainer Workshop • Core Training — Phase 1 Limited Production Pilot • Case Manager Basic Skills Training — Phase 1 Limited Production Pilot • Case Manager Advanced Skills Training — Phase 1 Limited Production Pilot • Supervisor Skills Training — Phase 1 Limited Production Pilot • Front Desk/Mailroom Skills Training — Phase 1 Limited Production Pilot Weld County DHS Responsibilities • Provide the Northwoods Project Manager with the name, email address, and position title for each user scheduled to attend Core Training. • Consistent with deliverable review and acceptance procedures, evaluate Training Schedule. • Consistent with deliverable review and acceptance procedures, evaluate Train -the -Trainer Workshop. • Consistent with deliverable review and acceptance procedures, evaluate Front Desk/Mailroom training. • Consistent with deliverable review and acceptance procedures, evaluate the following training courses for phase 1 limited production pilot end users: o Core Training o Case Manager Basic Skills Training Revolutionizing the Delivery of Human Services° Page 19 Sta[e;`�Pgi Oi VViorl; Vi I ,n�q _4�r,ii rrnl Ad,.ln.l t?rnWnl I'ru�r,rl o Case Manager Advanced Skills Training o Supervisor Skills Training • Deliver the following training for full production end users for phase 1, phase 2 and phase 3: o Core Training o Case Manager Basic Skills Training o Case Manager Advanced Skills Training o Supervisor Skills Training • Consistent with deliverable review and acceptance procedures, evaluate System Administration Training. • Consistent with approved Training Schedule, provide the appropriate office space and equipment (e.g., chair, desk, etc.) and projection equipment (optional) for all instructor -led classroom training sessions. Northwoods Responsibilities • Prepare and submit Training Schedule to DHS Project Manager for review. • Establish 1MS user accounts for each learner and provide the Weld County DHS Project Manager with the login information for each learner. • Consistent with approved Training Plan, deliver Train -the -Trainer Workshop for up to 9 DHS Trainers. • Consistent with approved Training Plan, deliver Front Desk/Mailroom training. • Consistent with approved Training Plan, deliver the following training courses for up to 20 limited production pilot end users: • Core Training o Case Manager Basic Skills Training • Case Manager Advanced Skills Training o Supervisor Skills Training • Consistent with approved Training Plan, deliver System Administration Training for up to 5 EDMS System Administrators. Assumptions/Dependencies • Adobe Flash Player and sound is required on client computers for playback of web -based training videos. • To prevent disruption in the work environment, a private setting and/or headsets are recommended during playback of web -based training videos. P +r:1 2n Revolutionizing the Delivery of Human Services° Statement of Work -I,.ritunit_tlucu;neitt 1 anagufl fi Prole(' Limited Production Pilot Limited production pilot provides an opportunity for a cross -functional group of end users to exercise system features using real -world scenarios in a limited scale environment. The purpose of limited production pilot is to test and finalize new/revised business processes and to develop operational guidelines, procedures and communications prior to full scale production deployment. In -unit implementation support for phase 1 limited production end users provided by the Northwoods Project Team and Weld DHS Trainers facilitates greater acceptance of new technologies and the adoption of new/revised business processes. Deliverables • Limited Production Pilot Implementation Support Weld County DHS Responsibilities • Assist the Northwoods Project Team with in -unit implementation support of limited production end users (OHS Trainers). • Finalize new/revised business processes and develop operational guidelines, procedures and communications. • Consistent with deliverable review and acceptance criteria, evaluate Limited Production Implementation Support. Northwoods Responsibilities • Provide in -unit implementation support for up to 20 limited production end users. Full Production Deployment Following limited production pilot, training and support for full production end users begins. In -unit implementation support for full production users (all phases) is provided by Weld OHS trainers, Weld County IT and limited production pilot end users. Weld County OHS Responsibilities • Provide in -unit implementation support for full -production end users. Revolutionizing the Delivery of Human Services° Page 21 1oil/O50, I i-.r,'.ill Ho, Ihni.frt Training Documentation The following project documentation is delivered in electronic format: • User Manuals • Quick Reference Guides (QRG's) • System Administration Manual Deliverable Training Documentation Weld County DHS Responsibilities • Consistent with deliverable review and acceptance criteria, evaluate Training Documentation. Northwoods Responsibilities • Publish electronic versions of documentation to a shared network delivery. • Submit Training Documentation deliverable to DHS Project Manager for review. Project Timeline The following estimated Project Timeline provides a high-level representation relative to each project phase, beginning at Project Kickoff for each phase. Phase 1 86 Business Days I ) I I I I Month 1 2 3 4 5 Phase 2 Phase 3 68 Business Days 46 Business Days 6 7 8 9 10 11 Location and Hours of Work In order to improve implementation costs and reduce deployment barriers, the work activities performed by the Northwoods Project Team are performed remotely and on location at Weld County. As a result, Weld County DHS/IT must provide the following to the Northwoods Project Team: • Open/escorted facility access for Project Team members (including after hours when work activities cannot be accomplished during normal business hours) Revolutionizing the Delivery of Human Services° Statement of Work le, lic iii I)-.,{ ProjeLI • Office space and/or cubicles with the ability to be secured (under lock and key)and at least one active network jack (Ethernet connection) and one electrical connection • Office furniture (desks and chairs) • Telephone (local use only) • Shared networked printer(s) • Meeting rooms with an overhead projector, whiteboard, and supplies for conducting scheduled meetings • Free facility parking When possible, onsite work by the Northwoods Project Team occurs during regular business hours. On occasion, the Northwoods Project Team may work onsite during evenings, nights, weekends, holidays, and other non-standard work hours to maintain the project schedule. As a result, facility access during non-standard hours may be necessary. The following key activities are performed on location at Weld County OHS: • Project Planning Meeting • IT Planning Meeting • Project Kickoff • Business Requirements Field Observations and Discovery Sessions • Train the Trainer Workshop • Limited Production Pilot Training and In -unit Implementation Support (Phase 1) When working remotely, the Northwoods Project Team ensures the effective exchange of information and transfer of knowledge by using alternate methods of communication including but not limited to email, teleconferencing, and remote network access. A detailed project schedule, produced by the Northwoods Project Manager and approved by the Weld County DHS Project Manager as a project deliverable, identifies anticipated start and finish dates for all related project activities. Deliverable Review and Acceptance Project deliverables are subsidiary elements of a project product, each with its own separate but interdependent deliverable scope. The tools, techniques, and procedures described in this section are used to create a clear and unambiguous definition of each project deliverable and of the process used to obtain acceptance of each deliverable. To be accepted by the customer, all deliverables must be: • In accordance with the scope of work defined for this Project. • Complete and ready for handover. Revolutionizing the Delivery of Human Services° Page ; t• rn, n, Of Work I[it, 1,1 II dveni,' It r'I11k•lt • Produced within the timeframes and budget agreed in this SOW and approved Project Schedule, or a satisfactory explanation given for the variance. • Accepted and signed -off by the Northwoods Project Manager. • Reviewed and approved by the Weld County DHS Project Manager in accordance with the defined acceptance criteria for the respective deliverable. Deliverable Classifications Depending on its classification, project deliverables are reviewed through formal evaluation, functional review, or walk-through inspection. The purpose of deliverable classification is to ensure each deliverable receives the appropriate level of review and acceptance based on the characteristics, complexity, and source of the deliverable. • Formal Evaluation — The formal, systematic process of evaluating a deliverable for compliance to specifications. Formal evaluation is most appropriate for written deliverables requiring review by multiple subject matter experts. • Functional Review — The informal and immediate review of a deliverable. The purpose is to gain immediate feedback about the technical quality or content of the deliverable. Alterations to the deliverable product often occur as the deliverable is reviewed. Functional reviews are most appropriate for written deliverables or performance based deliverables within the area of expertise and/or responsibility of a single person or small work group. • Walk -Through Inspection — The informal and immediate examination of material or equipment. The purpose is to validate the completion of a deliverable work activity. Walk -Through inspections are most appropriate for performance based deliverables within the area of expertise and/or responsibility of a single person or small work group. Functional reviews and walk-through Inspections typically allow for faster turnaround time for review and acceptance than formal evaluation. They differ from formal evaluation with their openness of structure in which direct verification occurs at the time of review or inspection. Review Procedure Review procedures for each deliverable classification are provided below. Time periods are in business days or (Monday through Friday 8:00 a.m. to 5:00 p.m. Eastern Time Zone, excluding Northwoods holidays). Formal Evaluation The following deliverable acceptance procedure describes the formal evaluation process: 1. The Northwoods Project Manager submits a Deliverable Acceptance Form as the deliverable is completed. Within five (5) business days, the Weld County DHS Project Manager and any Revolutionizing the Delivery of Human Services° Statement of Work Hum,-nucuJ1IPili rvidn g�;pliitlll i'�pll_=[�, necessary subject matter experts complete an evaluation of the deliverable for the conformance to acceptance criteria. 2. If the deliverable meets the outlined specifications, the Weld County OHS Project Manager signs the Deliverable Acceptance Form acknowledging acceptance of the deliverable. The Weld County DH5 Project Manager then returns the form to the Northwoods Project Manager within the five (5) day review period and no further action is necessary. 3. Should a deliverable fail to conform to acceptance criteria, the Weld County OHS Project Manager must adequately document the deficiency in the Deliverable Acceptance Form and return the form to the Northwoods Project Manager within the five (5) day review period. The Northwoods Project Manager then facilitates corrective action and returns the corrected deliverable within a mutually agreed -upon timeframe. 4. The Weld County OHS Project Manager evaluates and approves or rejects corrected deliverables received from the Northwoods Project Manager within five (5) business days, unless the Weld County OHS Project Manager notifies the Northwoods Project Manager within the five (5) days that additional time is required for the review. Both Northwoods Project Manager and Weld County OHS Project Manager must mutually agree to the time of the extension. S. Should additional corrective action be necessary, both the Northwoods Project Manager and Weld County DHS Project Manager must mutually agree to the time period for corrective action. 6. Any deliverables not evaluated and returned to the Northwoods Project Manager for correction within the agreed upon period are deemed accepted by Weld County DHS. Functional Review The following deliverable acceptance procedure describes the process for functional reviews: 1. The Northwoods Project Manager meets with the Weld County DHS Project Manager to review the deliverable for conformance to acceptance criteria. As needed, additional reviewers may review the deliverable based on specific areas of expertise. 2. The Weld County OHS Project Manager determines if the deliverable should be accepted or rejected. Should a deliverable fail to conform to acceptance criteria, the Northwoods Project Manager and Weld County OHS Project Manager may immediately attempt to make alterations to the deliverable. If the deliverable meets the outlined specifications, the Weld County DHS Project Manager signs the Deliverable Acceptance Form acknowledging acceptance of the deliverable and no further action is necessary. 3. Should a deliverable fail to conform to acceptance criteria and immediate alterations are unsuccessful or not practical/possible, the Northwoods Project Manager documents the deficiency in the Deliverable Acceptance Form. The Northwoods Project Manager then facilitates corrective action and returns the corrected deliverable within three (3) days. The Revolutionizing the Delivery of Human Services° ,•Y•mint ::f VJorlt Il,a 1:11, l 61.1��.icrnl�-iil ii Iles' Northwoods Project Manager and Weld County OHS Project Manager may mutually agree to a time extension if additional time is necessary for corrective action. 4. Following corrective action, the Northwoods Project Manager notifies the Weld County OHS Project Manager. The Northwoods Project Manager and Weld County DHS Project Manager meet within three (3) days after notification of corrective action is sent to the Weld County OHS Project Manager for the Weld County DHS Project Manager to approve or reject the corrected deliverable, unless the Weld County OHS Project Manager notifies the Northwoods Project Manager that additional time is required. Both the Northwoods Project Manager and the Weld County OHS Project Manager must mutually agree to a time extension to review the corrected deliverable. 5. Should additional corrective action be necessary, both the Northwoods Project Manager and the Weld County DHS Project Manager must mutually agree to the time period for corrective action. 6. Any deliverables not inspected within the agreed upon period are deemed accepted by the Weld County OHS Project Manager. Walk -Through Inspection The following deliverable acceptance procedure describes the process for walk-through inspections: 1. The Northwoods Project Manager meets with the Weld County DHS Project Manager to review the deliverable for conformance to acceptance criteria. As needed, additional reviewers may review the deliverable based on specific areas of expertise. 2. The Weld County OHS Project Manager determines if the deliverable should be accepted or rejected. Should a deliverable fail to conform to acceptance criteria, the Northwoods Project Manager and Weld County DHS Project Manager may immediately attempt to make alterations to the deliverable. If the deliverable meets the outlined specifications, the Weld County DHS Project Manager signs the Deliverable Acceptance Form acknowledging acceptance of the deliverable and no further action is necessary. 3. Should a deliverable fail to conform to acceptance criteria and immediate alterations are unsuccessful or not practical/possible, the Northwoods Project Manager documents the deficiency in the Deliverable Acceptance Form. The Northwoods Project Manager then facilitates corrective action and returns the corrected deliverable within three (3) days. The Northwoods Project Manager and Weld County DHS Project Manager may mutually agree to a time extension if additional time is necessary for corrective action. 4. Following corrective action, the Northwoods Project Manager notifies the Weld County OHS Project Manager. The Northwoods Project Manager and Weld County OHS Project Manager meet within three (3) days after notification of corrective action is sent to the Weld County DHS Project Manager for the Weld County OHS Project Manager to approve or reject the corrected deliverable, unless the Weld County OHS Project Manager notifies the Northwoods Project Manager that additional time is required. Both the Northwoods Project Manager and the Weld County OHS Project Manager must mutually agree to a time extension to review the corrected deliverable. �, " . Revolutionizing the Delivery of Human Services® Statement of Work -r ri, unn imtuiuen: P.1nna,�,cr,�� nr Pnl'rl 5. Should additional corrective action be necessary, both the Northwoods Project Manager and the Weld County DHS Project Manager must mutually agree to the time period for corrective action. 6. Any deliverables not inspected within the agreed upon period are deemed accepted by the Weld County DHS Project Manager. /Acceptance Log The Northwoods Project Manager will maintain an Acceptance log to document the delivery and approval of each deliverable. The Acceptance Log will include the following information: • ID — The identification number assigned to the deliverable. • Deliverable Description — Brief identification of the deliverable which may include the cross reference from the Project Management Plan or Acceptance Delivery Plan for the deliverable. • Date Submitted — The date the Northwoods Project Manager presents the deliverable to the Weld County DHS Project Manager for acceptance. • Approval Decision— Indicates whether or not the deliverable is approved or rejected by the Weld County DHS Project Manager. • Date of Decision — Date that the approval or rejection decision by the Weld County OHS Project Manager took place. • Date of Decision — Date that the approval or rejection decision by the Weld County OHS Project Manager took place. Timel+feSS A mutually agreed upon Project Schedule establishes the baseline timeframes and how related deliverables are tracked and accounted for throughout the project. The Project Schedule is routinely evaluated by the Northwoods Project Manager for comparison of baseline data against actual performance. Risks and deviations to the plan are identified in written status reports and/or discussed during Project Team status meetings. As a result, the Northwoods Project Manager identifies schedule variance and potential problems, makes adjustments to the schedule and/or reassigns resources, and reports progress to appropriate stakeholders and team members. Acceptance Criteria The following table provides a deliverable description and identifies the review method and acceptance criteria standards for each deliverable in this Project. Revolutionizing the Delivery of Human Services° ,Ain, •. yin ni l,lye 01'111 I'I Olr ri Phase 1 Deliverables DELIVERABLE DESCRIPTION DEL 1-01 — Server Setup Development of the production server environment DEL 1.02 — Software Installation and licensing of server Installation/ Registration software and client software. DEL 1-03 — Client Procurement of phase 1 client Hardware Procurement hardware by Weld IT/DHS. DEL 1-04 — Baseline Project Schedule Defines work breakdown activities associated with developing project deliverables and executing project work for phase 1. ACCEPTANCE CRITERIA Review method: Walk-through inspection Consistent with technical specifications provided by Northwoods, Weld County IT has provided and configured EDMS database and application servers. Weld County DHS/IT has provided the proper licenses for prerequisite server software to include Windows Operating System, Microsoft SQL Server, anti -virus protection and any required Client Access Licenses (CALs). Weld County IT has created data backup jobs to run on a regular schedule. Review method: Functional review Northwoods has completed installation and registration (i.e. software downloads, installation media, serial numbers, activation codes, etc.) for all server software and client software specified in the Purchase Agreement, Attachment A. Review method: Functional review Consistent with technical specfications provided by Northwoods, Weld County IT/DHS has procured all necessary EDMS client hardware. Review method —Formal evaluation The delivered Project Schedule addresses: Deliverable task activities Estimated work effort and durations for each task activity Resource assignments for each task activity • Estimated start and finish dates for all task activities • Intermediate and terminating Revolutionizing the Delivery of Human Services® Statement of Work I loci,(innDig,tanyril Management Prni._:1 milestones • Summary tasks that roll up task activities and milestones DEL 1-005 — Requirements Traceability Matrix (RTM) DEL 1-06 — Software Design Specification DEL 1-07 — Autofill and ETL Requirements Document DEL 1-08— Extract Transform Load (ETL) Process DEL 1-09 — Baseline Software Configuration Identifies which capabilities each system component in phase 1 should include with respect to business processes and business needs (functional requirements) and the source for satisfying each requirement. Details how the each software component will be configured to satisfy functional requirements. Jo' Hi ilo,‘ Extract Transform Load (I I 1 aal rnnlll:ulrt!(LIC; ..�P.b •i Jllli I', ql l9n•_Ill Configuration of the ETL process to specifications in Autofill and ETL Requirements Document. `till-sy I 'f.•: It'll ai. ": L".1b J�1, Review method — Formal evaluation The RTM fully represents all functional requirements for the completed system. No items that are not part of the established project scope are included in the RTM. The RTM identifies the source for satisfying each requirement. Review method — Formal evaluation The Design Specification has been delivered and addresses how each system software module will be configured to satisfy project requirements identified in the RTM (phase 1). Review method — Formal evaluation I'. I'.I:I ntdl .roll IJI "mi°nt'. ,i_ rill:ut I,.r. IJe'n ilnlnpq �•dJ�I I .., ,p; IR.i'II %Ali Illst OIJIlu!:'t1 Iu Review method — Functional Review I)I. r.ql nnJ, - %il�qul awa roan al:cn u'n' Review method — Functional review Consistent with Purchase Agreement, application software has been configured to the approved Software Design Specification. Software configuration settings have been placed under configuration management and baselined as a benchmark and Revolutionizing the Delivery of Human Services* rage `` iun„r:Mari.-t Lit DEL 1-10 - Backfile Document Conversion DEL 1-11 - Client Hardware Deployment DEL 1-12 - Client Conversion of legacy paper case file documents into digital images for the purpose of providing access to legacy documents in electronic format via the EDMS. Installation and configuration of all client -side hardware by Weld County IT. Deployment of client software to Software Deployment phase 1 end user desktops. DEL 1-13 - Test Plan DEL 1-14 - Training/Test System Describes the strategy and approach used to plan, organize, and manage the project's testing activities to verify the functional behavior prior to transfer of the system to an operational production environment. A stand-alone environment nearly identical to the production system used for testing, and training purposes. DEL 1-15 - Integration End -to -end testing of the complete, Testing integrated production system. reference point for future system changes. Review method - Functional Review The Backfile Document Conversion of up to 14 million pages is complete and random sampling indicates legacy document images are available in the EDMS. Review method: Walk-through inspection All necessary EDMS hardware for phase 2 end users has been installed and configured. Review method: Functional review Client software for phase 1(as noted in the Purchase Agreement) has been deployed and ail licensed users have been provided access (via desktop shortcut). Review method: Functional review The final Testing Plan deliverable includes testing objectives, methods, procedures tools , release to production criteria, responsibilities and resource requirements to be used for testing. Review method: Functional review A test instance has been provisioned and reflects the current release (i.e. software modules and versions, permissions, and configuration options) of the Production System. Access to the Training/Test System has been made available to a controlled user population. Review method: Formal evaluation Test cases for each software module have been developed. The production system has passed system testing with the following results: • All test cases have been executed • Zero severity 1 (critical) or severity 2 (moderate) defects r" 10 Revolutionizing the Delivery of Human Services° Statement of Work t witii�n i� ��(��,u�uoni hq;in Brrrnrn; PIOKL i No more than 10% of total cases with severity 3 (minor or optional) defects (See Appendix A — Testing Severity Levels) Final test results are provided in a Integration Testing Summary Report indicating the following: • The outcome of each test (pass/fail) • The name of the person executing the test • The date of the test • A description of any discrepancies between the outcome of a test and the expected results • Compliance with specified requirements Configuration settings have been baselined and placed under configuration management. DEL 1-16 — Training Schedule DEL 1-17 — Core Training Documents training session information for each phase 1 training course. Initial EDMS software training focusing on fundamental product knowledge. Review method: Formal evaluation The completed Training Schedule has been delivered and addresses the following: Training course descriptions Intended audience for each training course • Training session dates and times • Maximum number of students and length of each training session Review method: Functional review Consistent with the course description and approved Training Schedule, each system user has been provided access to the Core Training course for thirty (30) calendar days. Revolutionizing the Delivery of Human Services." Page , I ). r1 nl '.runt,. ilk '��c'cn: ill t,d n1oV�`�iICII: i'1 VIA" DEL 1-18— Train -the - Trainer Workshop DEL 1-19— Front Desk and Mailroom Training DEL 1-20— Case Manager Basic Skills Training (Limited Production Pilot) DEL 1-21— Case Manager Advanced Skills Training (Limited Production Pilot) DEL 1.22 — Supervisor Skills Training (Limited Production Pilot) DEL 1-23 — Limited Production Pilot Implementation Support DEL 1-24 — Training Includes the necessary training and materials to enable Weld County DHS trainers to deliver end user training in a professional and confident manner. Includes the necessary training and materials to enable front desk and mail processing staff to scan, index and route documents. Includes the necessary training and materials to enable case managers to perform case work activities using basic software functionality and related hardware peripherals. Includes the necessary training and materials to enable case managers to use advanced software functionality. ilk In -unit implementation support provided by the Northwoods Project Team and Weld OHS Trainers. Electronically formatted training Review method: Functional review Consistent with the course description and approved Training Schedule, the 4 - day Train -the -Trainer Workshop has been delivered for up to nine (9) Weld County DHS trainers. A full package of electronic instructional materials (PowerPoint modules, instructor guide, and structured student exercises) has been provided in electronic format to each student. Review method: Functional review Consistent with the course description and approved Training Schedule, training has been delivered for front desk/reception and mail processing staff. Review method: Functional review Consistent with the course description and approved Training Schedule, basic skills training has been delivered for limited production pilot case managers. Review method: Functional review Consistent with the course description and approved Training Schedule, advanced skills training has been delivered for limited production pilot case managers. lill,h,� .•� 7rhi Il)IIUII i i' Review method: Functional review Consistent with the approved Baseline Project Schedule, in -unit implementation has been provided for up to 20 limited production pilot end users. Review method: Functional review Revolutionizing the Delivery of Human Services® Statement of Work II VIM n. IJO Wnlrnf IVi, ill�{ �pi l t Pri?li'(I Documentation references. Phase 2 Deliverables DELIVERABLE DEL 2-01— Baseline Project Schedule DEL 2.02 - Requirements Traceability Matrix (RTM) DEL 2-03 - Software Configuration DESCRIPTION Defines work breakdown activities associated with developing project deliverables and executing project work for phase 2. Identifies which capabilities each system component in phase 2 should include with respect to business processes and business needs (functional requirements) and the source for satisfying each requirement. in IV.T: . The following training material has been delivered and/or published in electronic format: • User Manuals • Quick Reference Guides • System Administration Manual ACCEPTANCE CRITERIA Review method - Formal evaluation The delivered Project Schedule addresses: • Deliverable task activities • Estimated work effort and durations for each task activity • Resource assignments for each task activity • Estimated start and finish dates for all task activities • Intermediate and terminating milestones Summary tasks that roll up task activities and milestones Review method - Formal evaluation The RTM fully represents all functional requirements for the completed system. No items that are not part of the established project scope are included in the RTM. The RTM identifies the source for satisfying each requirement. Review method - Functional review Consistent with Purchase Agreement, phase 1 Baseline Software Configuration has been updated to include: phase 1 Baseline Software Configuration Revolutionizing the Delivery of Human Services® l,e , , t._ri=,n; .1Ulorh are limited to include: Addition of phase 2 end users. Additional document groups and document types to accommodate phase 2 programs areas/departments. DEL 2-04 - Client Deployment of client software to Review method: Functional review Software Deployment phase 2 end user desktops. DEL 2-05 - Integration Testing of phase 2 software Testing configuration. DEL 2-06 - Training Schedule Client software for phase 2 (as noted in the Purchase Agreement) has been deployed and all licensed users have been provided access (via desktop shortcut). Review method: Formal evaluation Test cases for each software module have been developed. The production system has passed system testing with the following results: • All test cases have been executed Zero severity 1 (critical) or severity 2 (moderate) defects • No more than 10% of total cases with severity 3 (minor or optional) defects (See Appendix A -Testing Severity Levels) Final test results are provided in a Integration Testing Summary Report indicating the following: • The outcome of each test (pass/fail) • The name of the person executing the test The date of the test A description of any discrepancies between the outcome of a test and the expected results • Compliance with specified requirements Configuration settings have been baselined and placed under configuration management. Documents training session Review method: Format evaluation information for each phase 2 training The completed Training Schedule has " , , Revolutionizing the Delivery of Human Services Statement of Work .I a 11u111 I)[!(WlwiuI I course. Phase 3 Deliverables DELIVERABLE DEL 3-01— Baseline Project Schedule DEL 3-02 — Requirements Traceability Matrix (RIM) DEL 3-03 — Software DESCRIPTION Defines work breakdown activities associated with developing project deliverables and executing project work for phase 3. Identifies which capabilities each system component in phase 3 should include with respect to business processes and business needs (functional requirements) and the source for satisfying each requirement. been delivered and addresses the following: • Training course descriptions • Intended audience for each training course • Training session dates and times • Maximum number of students and length of each training session ACCEPTANCE CRITERIA Review method — Formal evaluation The delivered Project Schedule addresses: • Deliverable task activities • Estimated work effort and durations for each task activity Resource assignments for each task activity • Estimated start and finish dates for all task activities • Intermediate and terminating milestones • Summary tasks that roll up task activities and milestones Review method — Formal evaluation The RTM fully represents all functional requirements for the completed system. No items that are not part of the established project scope are included in the RTM. The RTM identifies the source for satisfying each requirement. r�nry Rio„�r-;� �,i ,,,I,I;r Hon >,;Itw. Review method— Functional review Revolutionizing the Delivery of Human Services" Page iiri� I.ii.IIl L, -n ny�l t':UL., Configuration Consistent with Purchase Agreement, phase 1 Baseline Software Configuration has been updated to include: phase 1 Baseline Software Configuration are limited to include: • Addition of phase 2 end users. • Additional document groups and document types to accommodate phase 3 programs areas/departments. DEL 3-04 - Client Deployment of client software to Review method: Functional review Software Deployment phase 3 end user desktops. DEL 3-05 - Integration Testing configuration. Client software for phase 3 (as noted in the Purchase Agreement) has been deployed and all licensed users have been provided access (via desktop shortcut). Testing of phase 3 software Review method: Formol evaluation Test cases for each software module have been developed. The production system has passed system testing with the following results: • All test cases have been executed Zero severity 1 (critical) or severity 2 (moderate) defects • No more than 10% of total cases with severity 3 (minor or optional) defects (See Appendix A -Testing Severity Levels) Final test results are provided in a Integration Testing Summary Report indicating the following: • The outcome of each test (pass/fail) • The name of the person executing the test • The date of the test • A description of any discrepancies between the outcome of a test and the expected results • Compliance with specified requirements Configuration settings have been baselined and placed under configuration Revolutionizing the Delivery of Human Services° Statement of Work I Hi. (MP Uui unveil' i,-ldi�ar,.n irnt rI. 110tt management. DEL 3-06 — Training Schedule Documents training session information for each phase 3 training course. Project Acceptance Acceptance Criteria Review method: Formal evaluation The completed Training Schedule has been delivered and addresses the following: • Training course descriptions • Intended audience for each training course • Training session dates and times • Maximum number of students and length of each training session The following acceptance criteria are used to acknowledge acceptance of the final project deliverable: • All project work requirements have been completed or acceptance for variance has been approved. • All project deliverables have been accepted or acceptance for variance has been approved. • Any approved change orders have been completed. • A suitable workaround exists for all critical (severity 1) and moderate (severity 2) issues. • No more than 10% minor or optional defects (priority 3). Acceptance Procedure The following procedure describes the process for project acceptance: 1 The Northwoods Project Manager submits a Project Acceptance Form once the project is completed. Within five (5) business days, the Union DSS Project Sponsor, or authorized designee, completes an evaluation of the final project deliverable for the conformance to project acceptance criteria. Revolutionizing the Delivery of Human Services® ge ' „•.I ' of Wort, ;.I Pli IJ 1,..i L1 k!PRll=111 'l ('I�1 2 If the final project deliverable meets the outlined criteria, the Union D55 Project Sponsor, or authorized designee, signs the Project Acceptance Form to acknowledge acceptance of the project. The Union DSS Project Sponsor, or authorized designee, then returns the form to the Northwoods Project Manager within the five (5) day review period and the project is considered accepted. 3 Should the final project deliverable fail to conform to acceptance criteria, the Union DSS Project Sponsor, or authorized designee, must adequately document all deficiencies in the Project Acceptance Form and return the form to the Northwoods Project Manager within the five (5) day review period. The Northwoods Project Manager then facilitates corrective action and returns the corrected deliverable within a mutually agreed -upon timeframe. 4 In the event the Project Acceptance Form is not returned to the Northwoods Project Manager within the five (5) day review period or within the agreed upon extension period (for corrective action), the project is deemed accepted by Weld County DHS. Roles and Responsibilities Executive Review Committee The purpose of the Executive Review Committee is to sponsor the EDMS project and audit progress toward achieving the project's objectives. The following people compose the Executive Review Committee: PROJECT ROLE Policy Team RESPONSIBILITY .nn r, r l p I I! 11::. .1, cl ti rltnnn;,.. . -I „ ,,1 .I.J I hr1:Lv ndi R � , p,Vrl n.• � Fn m,1I ...n 11111 n_, It., l,lnr : fl �, [nphl �'..y51rt pndl� I .!Ili • rn,MVO _ II.. 4II(111 1' 1'114.1 > Ali ;i rJ rtI IiJ,-ttiv V ( �IUIIII I. IS ..PI -U ILy tilt Il1.IS Ll: d,,I - �U :t,i, L Ill O t• ill I I'd() The Policy Team, which is comprised of a select group of managers and/or supervisors from Weld County DHS, is responsible for the development, review, evaluation, and communication of business practices/policies related to the EDMS implementation. Having this team in place ensures that business process changes for the EDMS project are consistent with the organization's policies and procedures. ,tc Revolutionizing the Delivery of Human Services° Statement of Work r. Document Management Project When new or revised practices/policies are identified, the project team works with the Policy Team to develop them and incorporate their implementation at the same time the technology is implemented. Project Team The Project Team ensures that implementation tasks are completed as planned. The following roles compose the project team: Neld County IT Project Role Responsibility JZjMnins n, s npr C, Weld County DHS PROJECT ROLE Northwoods aiding cod RESPONSIBILITY StdiJCrt.:. Name PROJECT ROLE coo. p rata elect ',. no. -as anti 0 K CO RESPONSIBILITY t 'I product (it end ru ;nrr1r m,(, bps,n( .t : tt.l nmanager possible, in proportion to the projectsize and scope, gLeasdniabie rat securing "'esMilLes tee the prologs.. Acts a, a vorai and an,iblis chciimpion, jezabonzeis the project s goals and objective). and keeps abreact of inapt project Revolutionizing the Delivery of Human Services® Page Projet of Ol.% F Hnct tbrc it e3;e ianfgu eacis fr,Aue- << ie paitrtl!.)1,1 i r a� any De iv item Revolutionizing the Delivery of Human Services® Statement of Work Al It 1..i.(1 P {'cn11P $ Vel IG, Appendix A — Testing Severity Levels The following severity levels apply to the classification of testing defects. • Severity 1 defect — Critical failure: A fatal error in which a product is unusable and testing cannot continue until a fix or work around is available. • Severity 2 defect — Major feature/function failure: The product does not operate as designed and impacts all or most users and/or results in a major loss of function. Testing is severely degraded but can continue using a difficult workaround. • Severity 3 defect — Moderate feature/function failure: The product does not operate as designed and impacts some users and/or results in a minor loss of function. Testing is restricted but can continue using a feasible workaround. • Severity 4 defect — Minor flaw: A routine issue that has little or no impact on the ability to use the product [e.g., aesthetic, misspelled word, misaligned text, etc.], including errors with documentation and testing procedures, or the reported incident cannot be isolated or repeated. A workaround is not required. Enhancement — Optional feature/function: The product functions as designed but a feature change [e.g., capabilities, navigation, etc.] is desired. Statement of Work i\lipendi>: !i- Chan�a R4 ��i.nd�inrni Appendix B - Change Management Many projects suffer from "scope creep," "growing requirements," and changes in plans that ultimately cause unnoticed slippage in the budget and schedule and loss of the control needed to deliver the intended work products according to specifications. Whenever possible, the Northwoods Project Team works with Weld County DHS to identify in -scope workarounds for any out -of -scope requests. In the event an in -scope workaround is not available or desired, the Northwoods Project Team implements Change Control Procedures. Change Control Procedures The following change control procedures to ensure that changes within the project are made in a consistent manner and that key stakeholders are informed of the state of the requested changes and the impact of these changes. The Change Control Process is a 3 -step process. • Identification • Evaluation • Management The following diagram represents the Change Control Procedures for the Project. '.,fir fl 1 Statement of Work Appendix it --Change Management elm MI •1 OD Evaluation IshilaWtomfd k41,P-1.-4 Da F Identification - A Change Request (CRI Form is used to formerly initiate a change request. Types of change requests to be initiated using this form includes changes to the project: Any project stakeholder can initiate a change request by requesting a Change Request (CR) Form to the Northwoods Project Manager. The Northwoods Project Manager screens the request to determine whether of not there is adequate information for evaluation. The Northwoods Project Manager may request that more information be provided. Once enough information is available to assess the CR, the Northwoods Project Manager reviews the request with the Weld County OHS Project Manager, who collectively decide if the change should be recommended for further evaluation. All requests recommended for evaluation are documented by the Northwoods Project Manager in the Change Request log, which Is stored within the Project Web Access project workspace. This tool serves as a convenient Index to each requested change. The Northwoods Project Manager assigns a number to each CR and tracks the request for follow•up action. The Northwoods Project Manager is responsible for collecting and storing "support" artifacts for each change request such as (but not limited to): • Text of e -mails relating to the change request • Working notes relating to the change request • Investigation content Pace R 2 Revolutionizing the Delivery of Human Services'° Statement of Work Ain ii L h•L rt'2 N ,), , I,l.'1 i! • Estimates of project work effort, cost, and duration for each change request • Disposition notification indicating if and when the change will be implemented Evaluation — The Northwoods Project Manager and Weld County DI -IS Project Manager can jointly accept in - scope or out -of -scope changes whose impact does not exceed the following threshold limits: • A delay of one or more days to any project deliverable, milestone or scheduled project completion date • Scope changes to any project deliverable • Negative impact on the quality of a project deliverable • Additional expenditures in excess of $100 or additional project resources • Requested changes/enhancements to project products If the change request exceeds any of the established threshold limits, the Northwoods Project Manager evaluates whether the CR is within the overall scope of the project. If the requested change exceeds the threshold but is within scope of the project, the Northwoods Project Manager refers the CR to the Northwoods Project Management Office (PMO) for a decision. Instances for which the CR exceeds the threshold but is not within scope of the project, the Northwoods Project Manager refers the matter to the Northwoods Change Control Board (CCB), which determines if the change request is to be implemented. The Northwoods Project Manager communicates decisions by the PMO/CCB to the Weld County OHS Project Manager. Requests for product enhancements are submitted to the Northwoods CCB through the Northwoods Project Manager. The Weld County OHS Project Manager is informed when a decision is made and the potential impact on the project. Management — The Northwoods Project Manager is responsible for implementing approved change requests and managing the risks associated with all approved or rejected change requests. The details surrounding all approved change requests expanding the scope of the project, are provided to each respective legal department to determine if such changes require a change to existing governing project documents or whether additional governing documents are required. Configuration Management Configuration Management (CM) focuses on tracking and controlling changes to the EDMS system throughout the project and consistent with project scope. CM is an element of the overall Change Management Plan designed to control how Configuration Items (Cls) under configuration control are requested, implemented, and tracked. CM is closely related with controlling change, it is equally related with the elimination of unnecessary change proliferation. CM is implemented during the Project for the following purposes: • Limit changes to those which are necessary or offer significant benefit. p p r;,t+•nu?rir :JI t:.iar! • Maintain and control current configuration baselines. • Preserve configuration control at product interfaces. • Maintain consistency between product and documentation. • Facilitate continued supportability of the product after change. A configuration baseline is a collection of similar Cis that constitute the system configuration at a specific point in time. Creating and maintaining baselines is important because it provides a structure for orderly development of the system. Each new baseline, and its associated changes, collectively represents the evolution of the system. As the system evolves, changes are more strictly documented and controlled. Baseline categories include: • Conceptual Baseline (changes not controlled) — Provides direction to project scope and serves as a reference point to focus future work. • Functional Baseline (changes loosely controlled) — Represents requirements that capture the needs of the customer. • Preliminary Baseline (changes moderately controlled) — Establishes the benchmark configuration once requirements are approved. • Test Baseline (changes strictly controlled) — Reflects the configuration release for testing. • Production Baseline (changes by change order only) — Reflects a completed, client -accepted system that is ready for the production release. Revolutionizing the Delivery of Human Services" Hello