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MEMORANDUM
TO: Esther Gesick, Clerk to the Board Nov 15, 2017
FROM: Ryan Rose, Chief Information Officer
SUBJECT: LynchVal Upgrade and Self -Service Implementation
LynchVal Systems Worldwide, Inc. provides software to our Human Resources
department so they can manage the retirement accounts for the county employees.
This agreement, which has been reviewed by legal, is to perform an upgrade and to
extend their software to the employees via a self-service web module. The
requested amount is $22,500.00, with a recurring annual cost of $16,200.00 for
license support.
We ask that the BOCC approve the agreement as submitted.
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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW/ WORK SESSION REQUEST
RE: LynchVal, Systems Worldwide, Inc. Upgrade and Extension
DATE: November 13, 2017
DEPARTMENT: Information Technology
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
LynchVal Systems Worldwide, Incorporated provides software to Weld County. The software is used by our
Human Resource/Benefits department to manage the retirement accounts for the county employees. This request
is to perform an upgrade and extend their software to the employees via a self-service web module. The requested
amount is $22,500.00 for the implementation, with a recurring annual cost of $16,200.00 for license support.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
LynchVal Systems Worldwide, Inc. specializes in providing and supporting this software.
Recommendation:
The agreement has been reviewed and approved by Legal. It is recommended that the BOCC approve the
agreement.
Approve
Recommend
Julie Cozad, Chair
Sean P. Conway
Mike Freeman
Steve Moreno
Barbara Kirkmeyer
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Schedule
Work Session
Other/Comments:
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LYNCHVAL SYSTEMS
Worldwide Inc.
Your High -Tech Actuarial Partner
LVWeb Contract
This Lease and Support Agreement ("Agreement") is effective as of the _11 day of
November, 2017 by and between Weld County (Lessee) and Lynchval Systems Worldwide Inc.
("Lynchval").
ARTICLE I -- DEFINITION OF TERMS
1.1 "Billing Contact" is the person to whom Lynchval is to send their bills throughout the
duration of the lease. The Billing Contact for this Agreement is Mary Truslow, which may be
changed upon written notification.
1.2 "Coordinator" is any designated employee of Lessee using the Systems. Lessee shall be
entitled to change Coordinators upon written notice to Lynchval. The Coordinators under this
Agreement are Mary Truslow.
1.3 "Lease Manager" is the person who authorizes Coordinators, shipping locations, and
additional keys. This is the person Lynchval will contact when Lynchval has a question
regarding the lease. The Lease Manager for this Agreement, which may be changed upon
written notification, is: Mary Truslow.
1.4 "Proprietary Material" shall mean System software and any information and materials,
oral or written, relating to or disclosed in the course of the performance of this Agreement or
designated as such within the terms of this Agreement, and any others which may be identified
by Lynchval as proprietary and confidential.
1.5 "Systems" includes Online Projected Benefit System (LVWeb) and all other associated
software components delivered under this Agreement.
Weld County LVWeb Contract
LAVLYNCHVAL SYSTEMS
Worldwide Inc.
Your High -Tech Actuarial Partner
ARTICLE II -- LEASE
2.1 Lease of Software. Subject to payment of the fees specified in Article VI, Lynchval
hereby leases to Lessee for use during the term of this Agreement web access to LVWeb
Participant and Administrative module. The access will include all related software necessary to
operate the System software and all applicable programs, subsystems and modules.
The access will include all related software necessary to operate the System software and all
applicable programs, subsystems and modules. There is no limit on the number of instances that can
be deployed (i.e., production, test, development, etc.).
ARTICLE III -- INITIAL INSTALLATION AND UPGRADES
3.1 Delivery of System and Upgrade. Lynchval agrees to deliver to Lessee, with the first
shipment of each new system or upgrade of the existing System, via CD or e-mail, a
package containing current documentation and startup instructions. The package will
include working examples for each product being leased. These can be used to help
Lessee become familiar with the System and as a starting point for creating Lessee's own
runs. Upon proof of loss or destruction in shipment, Lynchval will provide replacement
copies.
ARTICLE IV -- ONGOING OPERATION
4.1 Professional Support. Lynchval agrees to make the professional staff of Lynchval
available by telephone during their normal business hours, currently between the hours of 9 a.m.
and 8:00 p.m. EST, on each day for which Lynchval is open for business to answer questions and
to assist in solving problems. Lynchval reserves the right to change their business hours in the
future with prior written notification.
Our company uses four levels of severity:
Showstopper-either a safety issue or an issue that affects a central requirement for which there is
no workaround. It prevents either use or testing of the system. (Response time 1 business day)
High -an issue that affects a central requirement for which there is a workaround. Use or testing
of the system can proceed in a degraded mode. (Response time 2 business days)
Medium -an issue that affects a non -central requirement for which there is no workaround. The
feature cannot be used. (Response time 5 business days)
Low -an issue that affects a non -central requirement for which there is a workaround. (Response
time 7 business days)
Weld County LVWeb Contract
LYNCHVAL SYSTEMS
Worldwide Inc.
Your High -Tech Actuarial Partner
4.2 Coordinators. Lessee agrees that the Coordinators will be responsible for relaying
Lessee's questions on the System software to Lynchval.
4.3 Updates. Lynchval agrees that it will make continuous and timely updates to all Systems
and other materials provided to Lessee for new government limits, regulatory rates, Social
Security law factors, and for minor new interpretations of regulations at no charge. Upgrades to
the documentation will be sent to Coordinators, or the specified shipping contact, automatically.
All revisions will be made in the then -current version of program software being released.
ARTICLE V -- RESTRICTIONS
5.1 Proprietary Materials of Lynchval. Lessee agrees that Proprietary Material is proprietary
of Lynchval and that all patents and copyrights in the System software are the exclusive property
of Lynchval. Lessee further agrees not to commit any act violating Lynchval's rights in the
Proprietary Materials and that it will not market or sublease the System software to any third
party. Lessee agrees not to use any Proprietary Material in order to develop any similar system.
5.2 Accuracy of Results. Lessee agrees that Lynchval is not liable for inaccurate results
caused by Lessee's failure to properly install the System software or any upgrade to the System
software or for any scenario for which Lynchval performed diagnostic tests and produced
accurate results. Lessee also agrees that Lynchval is not liable for inaccurate results caused by
Lessee's failure to operate the System software properly. Lynchval is not responsible for
certifying accuracy of results generated by the system software. In the event Lynchval is deemed
liable for inaccurate results caused by Lessee's failure to operate the system properly, Lessee
shall indemnify, hold Lynchval harmless and defend Lynchval against any such claim made by a
third party relying upon the System software.
ARTICLE VI -- PAYMENT SCHEDULE
6.1 Pricing.
The monthly lease fee for the LVWeb is $1,000 and for the monthly lease fee for the additional
LVAdmin license is $350.
The monthly lease fee for the LVWeb and additional LVAdmin license will commence upon
successful completion of the implementation and the system is live in production.
In addition to the monthly lease fee there will be a one-time implementation charge of
$21,000.00.
Weld County LVWeb Contract
atLYNCHVAL SYSTEMS
Worldwide Inc.
Your High -Tech Actuarial Partner
Implementation Cost Estimate for the Project
Project Cost
LVAdmin Upgrade (14.1 to 17.7)
$3,500
LVWeb Setup
$10,000
LVWeb Configuration
$3,000
Database Review/Verification and Testing
$2,500
Training
$2,000
Onsite Travel Expenses
$1,500
Total Cost
$22,500
The one-time implementation charge of 21,000.00 (less travel) will be billed in two invoices.
Fifty percent will be invoiced upon signing of this agreement. The second fifty percent will be
invoiced upon final sign off of the implementation and the system is successfully running in
production. Travel expenses will be accompanied by receipts and will be invoiced after they
occur
Lynchval acknowledges no payment in excess of that amounts listed in the above Exhibit will be
made by County unless a "change order" authorizing such additional payment has been
specifically approved by the Director of Human Resources, or by formal resolution of the Weld
County Board of County Commissioners, as required pursuant to the Weld County Code. Any
other provision of this Agreement notwithstanding, in no event shall County be liable for
payment for services rendered and expenses incurred by Contractor under the terms of this
Agreement for any amount in excess of the sum of the bid amount set forth in above Exhibit.
Lynchval acknowledges that any work it performs beyond that specifically authorized by County
is performed at Contractor's risk and without authorization under this Agreement. County shall
not be liable for the payment of taxes, late charges or penalties of any nature other than the
compensation stated herein.
6.2 General Billing Provisions. Wholly owned subsidiaries, affiliates or divisions of Lessee
using a Lynchval System under this lease must route all questions and upgrades through the
Coordinators designated by Lessee under this Agreement.
At Lynchval discretion, support may be charged at Lynchval's then -current billing rates ($180.00
per hour) if more than 15 minutes of support time is required per incident and the support is not
necessitated by an error in the System or any software, keys or other materials supplied by
Lynchval. Lynchval agrees to inform Lessee of any support that will be billable prior to
providing the service. Lynchval reserves the right to charge at their then -current hourly rates for
support provided beyond regular business hours which is not required to correct a defect in the
Weld County LVWeb Contract
LYNCHVAL SYSTEMS
Worldwide Inc.
Your High -Tech Actuarial Partner
System or any software, keys or other materials supplied by Lynchval, as specified in Section 4.1
of this Agreement, and for any work requested by Lessee which falls outside the terms of this
lease Agreement.
Lynchval strongly recommends that all users be formally trained on the Systems that they will be
using in an effort to contain any additional charges for support.
Monthly charges are billed on the fifteenth of the preceding month and due on the first of the
month. Payment must be received within forty-five days. Invoice amounts outstanding for more
than forty-five days will accrue interest compounded at the rate of 1.5% per month. Payments
will be applied to decrease the amount of any outstanding interest charges before being applied
to the principal. Should any portion of an invoice become disputed, Lessee agrees to pay the
undisputed portion according to the above terms and promptly notify Lynchval in writing of the
nature and amount in dispute. Both parties agree to use their best efforts to resolve the disputed
portion of such invoice within thirty days of learning of the dispute.
6.3 Lynchval agrees not to increase its lease pricing during the first twelve months of the
lease and to provide thirty (30) days written notice of any permitted price increase.
ARTICLE VII — SYSTEM ENHANCEMENTS
7.1 Enhancements Requested by Lessee. Lessee may, from time to time, request that
Lynchval develop enhancements to the System. Lynchval will charge their then -current
hourly rates for the development of enhancements that only have application to Lessee or
are to be developed according to a Lessee -defined schedule.
ARTICLE VIII -- TRAINING
8.1 Charges. Training charge includes two consecutive days of training at Lynchval office in
Herndon, Virginia. If training is preferred to be conducted at the client site, in addition to the
$2,000.00 training charge, client is responsible for Lynchval travel expenses.
Training is scheduled on an individual basis at Lessee's convenience and is tailored to Lessee's
needs.
Weld County LVWeb Contract
LYNCHVAL SYSTEMS
LLV Worldwide Inc.
Your High -Tech Actuarial Partner
ARTICLE IX -- TERM OF LEASE
This Agreement and its related services shall commence on the Effective Date and shall continue
until terminated in accordance with the terms of this Agreement.
9.1 Termination by Lynchval. Lynchval shall have the right:
a) To terminate this Agreement, the license, and all rights granted herein and
require the return of all Lynchval materials whenever Lessee is delinquent
in payment of any undisputed portion of the billed Fees due under this
Agreement and continues to be delinquent for a period of thirty (30) days
after notification of such delinquency;
b) To terminate this Agreement, the license, and all rights granted herein and
require the return of all Lynchval materials whenever Lessee is in breach
of any material term, condition or obligation under this Agreement, if
Lessee fails to cure such obligation within thirty (30) days of Lynchval's
written notification to Lessee of such breach, or, if such breach is not
curable in such period, Lessee fails to promptly take reasonable actions to
cure such breach and prevent further breaches of a similar nature.
9.2 Termination by Lessee. Lessee may terminate this Agreement at any time without cause
or penalty with thirty (30) days prior written notice to Lynchval.
9.3 Effect of Termination. Upon termination, Lessee shall promptly return or destroy all
copies of the Software, the Data Files and the Documentation including but not limited to all
copies residing in memory, on hard disk and on any other medium, and certify to Lynchval that
all copies have been returned or destroyed. Lessee shall warrant in writing that no copies of any
such material have been retained or are within the control of Lessee.
ARTICLE X -- WARRANTY AND COVENANTS
EXCEPT AS PROVIDED IN ARTICLE XI, NO OTHER WARRANTIES SHALL APPLY.
10.1 Marketing Rights. Lynchval warrants that it has complete marketing rights to the System
software and that Lessee's use of said System software as provided in this Agreement will not
infringe the proprietary rights of any other party.
10.2 No Disabling Code. Lynchval covenants and agrees that it shall not disable, impair or
otherwise restrict Lessee's rights under this Agreement by or through the use or installation of
any time or date sensitive devices; hidden set(s) of instructions or similar means. Lynchval
Weld County LVWeb Contract
LYNCHVAL SYSTEMS
Worldwide Inc.
Your High -Tech Actuarial Partner
certifies that the System software contains no disabling code or similar coding capable of
interfering with Lessee's rights hereunder.
10.3 No Computer Virus. Lynchval warrants that it has made reasonable efforts to ensure that
the System software and any updates are free from any computer virus (as that term is generally
defined) or set of hidden instructions that might damage or destroy applications or data in some
manner. Lynchval will immediately notify Lessee if it learns that any of the software, disks or
other materials provided pursuant to this Agreement may contain a virus, and will promptly
replace any such System software, disks or other materials.
10.4 Conformity to Documentation. Lynchval warrants that with normal use and service, the
System software and any other materials provided by Lynchval will substantially conform to the
documentation Lynchval provides to Lessee provided that the System software and/or materials
have not been abused.
ARTICLE XI — LIMITATION OF LIABILITY
11.1 Limitation of Liability. Lynchval will not be liable for any special, incidental,
consequential, indirect or similar damages due to the loss of data or any other reason, even if
Lynchval or an agent of Lynchval has been advised of the possibility of such damages. Except
as otherwise provided herein, the person using the system bears all risk as to the installation and
performance of the system.
ARTICLE XII -- MISCELLANEOUS
12.1 Confidentiality.
a) Lessee's Confidential Information. During the term of this Agreement
and thereafter, Lynchval shall regard as confidential and will retain in
strict confidence all knowledge of Lessee's business and business
activities (past, present and future), financial information and customer
information whether in tangible or intangible form and whether or not
marked as "confidential" that may be obtained from any source as a result
of this Agreement together with all such other information designated by
Lessee as confidential (collectively, "Lessee Confidential Information").
Lynchval agrees that during the term of this Agreement and thereafter,
except as permitted in this Agreement or expressly by Lessee, Lynchval
shall not use, disclose or distribute to any person, firm or entity any Lessee
Confidential Information, and neither Lynchval nor its officers, directors,
Weld County LVWeb Contract
LYNCHAL SYSTEMS
WorldwideVInc.
Your High -Tech Actuarial Partner
employees, consultants, representatives or agents shall make known,
divulge or communicate any Lessee Confidential Information to any
person, firm or enterprise. Lynchval agrees to use reasonable efforts to
ensure that the provisions of this Section are observed.
b) Lynchval's Confidential Information. During the term of this Agreement
and thereafter, Lessee shall regard as confidential and will retain in strict
confidence all knowledge of Lynchval's business and business activities
(past, present and future), pricing, software products, including the
Software application development plans, programs, documentation,
techniques and know how, whether in tangible or intangible form and
whether or not marked as "confidential" that may be obtained from any
source as a result of this Agreement together with all such other
information designated by Lynchval as confidential (collectively,
"Lynchval Confidential Information"). Lessee agrees that during the term
of this Agreement and thereafter, except as permitted in this Agreement or
expressly by Lynchval, Lessee shall not use, disclose or distribute to any
person, firm or entity any Lynchval Confidential Information, and neither
Lessee nor its officers, director, employees, consultants, representatives or
agents shall make known, divulge or communicate any Lynchval
Confidential Information to any person, firm or enterprise. Lessee agrees
to use reasonable efforts to ensure that the provisions of this Section are
observed.
c) Exceptions. As used in this Agreement, the terms "Lessee Confidential
Information" and "Lynchval Confidential Information" (collectively
"Confidential Information") shall not include any information which the
receiving party can demonstrate (i) is in the public domain; (ii) has been
provided by the disclosing party to others without a requirement of
confidentiality (except for any disclosure made by it in response to any
governmental directive of order of any court); (iii) was known by the
receiving party prior to its disclosure by the disclosing party and was not
obtained in such circumstances subject to a requirement of confidentiality;
(iv) was received lawfully from a third party without an obligation of
confidentiality; (v) was developed independently and without the use of
any Confidential Information exchanged pursuant to this Agreement; (vi)
is required to be disclosed by the receiving party by law or pursuant to an
order of any court or administrative body; provided that the receiving
party shall provide the disclosing party with prompt notice of such request
or order, including copies of subpoenas or orders requesting such
Confidential Information, cooperate reasonably with the disclosing party
Weld County LVWeb Contract
46: LYNCHVAL SYSTEMS
Worldwide Inc.
Your High -Tech Actuarial Partner
in resisting the disclosure of such Confidential Information via a
protective order or other appropriate legal action, and shall not make
disclosure pursuant thereto until the disclosing party has had a reasonable
opportunity to resist such disclosure, unless the receiving party is ordered
otherwise.
12.2 Proprietary Information, Lynchval shall have no rights to use, copy, modify or prepare
derivative works of any deliverable item developed pursuant to this Agreement if such
deliverable item is derived from or contains information which is proprietary to Lessee or which
would be considered Confidential Information under this Agreement, excluding any non -
confidential Lessee information contained within or developed for use within Lynchval's
perpetually leased software and providing that any such items have been clearly identified in
writing as such by Lessee prior to the commencement of any related work.
Lessee agrees to preserve the confidentiality of proprietary information and trade secrets
contained within the leased software and/or within any material provided by Lynchval. Lessee
agrees to prohibit any employee, consultant, or other agent, or any other party known to you
from attempting to violate the security and protections of the systems and programs being leased
from Lynchval.
12.3 Non -Competition; Non -Solicitation.
a. Lessee covenants and agrees that, during the term of this Agreement and for a period
of 3 (three) years thereafter, Lessee shall not directly or indirectly engage, either as a
consultant, partner or shareholder, in business that would be deemed competitive to
Lynchval because such business is similar or substantially similar to the business
conducted by Lynchval.
b. Lessee acknowledges that Lynchval's employees and customers are important and
critical aspects of Lynchval's ability to operate profitably. Lessee, therefore, covenants
and agrees that Lessee, either directly or indirectly, will not solicit, existing clients or
employees of Lynchval such that those clients or employees would become clients or
employees of either Lessee or such other person or entity.
12.4 Interpretation. All parties have been involved in the execution of this Agreement, and
each has had the opportunity to receive independent legal advice from attorneys of their choice
with respect to the advisability of making and executing this Agreement. In the event of any
dispute or controversy regarding authorship of this Agreement, the parties shall be conclusively
deemed to be the joint authors of this Agreement, and no provision of this Agreement shall be
interpreted against any party based on authorship.
Weld County LVWeb Contract
LYNCHVAL SYSTEMS
Worldwide Inc.
Your High -Tech Actuarial Partner
12.5 Entire Agreement. This Agreement sets forth the entire agreement and understanding of
the parties hereto as to the providing of Services, and supersedes all prior agreements and
understandings, if any, between the parties hereto as to the providing of Services.
12.6 Jurisdiction. This agreement shall be governed by the laws and jurisdiction of the
Commonwealth of Colorado, notwithstanding conflict of laws statutes in any other states.
Lessee agrees to enforce this Agreement and hereby irrevocably waives any right to object to
such jurisdiction.
12.7 Notice. Except as expressly provided herein, notice required to be made to other parties
to this Agreement shall be made either: a) by United States Postal Service registered mail, return
receipt requested; or b) by express mail delivery by a national express mail carrier. Notice shall
be provided to the following:
If to Lynchval, notice shall be given to:
Lynchval Systems Worldwide Inc.
13921 Park Center Drive
Suite 100
Herndon, VA 20171
If to Lessee, notice shall be given to:
Weld County
Mary Truslow
PO Box 758
Greeley, CO 80632
Any party may change its address for the purpose of this paragraph by giving the other party
notice of the new address in the manner set forth above.
12.8 Counterparts. This Agreement may be signed in counterparts, each of which will be an
original, which taken together shall constitute the Agreement.
12.9 Modification. No modification, amendment, discharge or change in this Agreement shall
be valid unless the same is in writing and signed by the party against which the enforcement of
such modification, amendment, discharge or change is sought.
12.10 Partial Invalidity. Any provision of this Agreement which is unenforceable or invalid or
the inclusion of which would adversely affect the validity, legality or enforcement of this
Weld County LVWeb Contract
LV
LYNCHVAL SYSTEMS
Worldwide Inc.
Your High -Tech Actuarial Partner
Agreement shall be of no effect, but all of the remaining provisions of this Agreement shall
remain in full force and effect.
12.11 Assignment. The rights, duties and obligations of each party under this Agreement may
not be assigned without the prior written notification of the other party. In the event of an
assignment made pursuant to this paragraph, the assignor shall be relieved of all rights, duties
and obligations hereunder.
12.12 Third Party Rights. Nothing in this Agreement, express or implied, is intended to confer
upon any person, other than the parties hereto and their respective permitted successors and
assigns, any rights or remedies under or by reason of this Agreement.
12.13 Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the parties to this Agreement and their successors, assigns, and legal representatives.
12.14 Waiver. A waiver of a breach or default under this Agreement shall not be a waiver of
any subsequent default. Failure by either party to enforce compliance with any term or condition
of this Agreement shall not constitute a waiver of such term or condition.
12.15 Survival. The provisions of Articles V, XI, XIII, XIV, 13.1, 13.2and 13.3 above shall
survive termination of this Agreement.
12.16 Non -Exclusivity. This Agreement and the arrangements described herein are intended to
be non-exclusive and each party is free to enter into similar agreements and arrangements with
other entities.
12.17 Captions. The captions in this Agreement are inserted for convenience and reference, and
in no way define, describe or limit the scope or intent of this Agreement or any of the provisions
hereof.
12.18 Fund Availability. Financial obligations of the County payable after the current fiscal
year are contingent upon funds for that purpose being appropriated, budgeted and otherwise
made available. Execution of this Agreement by County does not create an obligation on the part
of County to expend funds not otherwise appropriated in each succeeding year.
12.19 American Disability Act. LVWeb is fully compliant with the American Disability Act.
Weld County LVWeb Contract
LV
LYNCHVAL SYSTEMS
Worldwide Inc.
Your High -Tech Actuarial Partner
Accepted as of the date first written above by:
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first
stated above.
NAME OF CONTRACTOR
Lynchval Systems Worldwide Inc.
By: NAME OF PERSON SIGNING
Salmi Rezvani Salmi lzvani
POSITION OF PERSON SIGNING
Vice President of Business Operations
ATTEST: d. ,de� ti i1" � � � :► BOARD OF COUNTY COMMISSIONERS
Weld C.)inClerk to t i�: • � WELD COUNTY, COLORADO
BY:
Weld County LVWeb Contract
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