HomeMy WebLinkAbout20160119.tiff RESOLUTION
RE: APPROVE AGREEMENT FOR APPLICATION SERVICES AND AUTHORIZE CHAIR
TO SIGN - BRITTINGHAM SOFTWARE DESIGN, INC. (BSDI)
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 an Agreement for Application Services
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 Information Technology, for the
Department of Human Resources, and BSDI, commencing March 7, 2016, and ending March 7,
2017, 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 Agreement for Application Services 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 Information Technology, for the Department of Human Resources, and BSDI
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 28th day of March, A.D., 2016.
BOARD OF COUNTY COMMISSIONERS
rr // ,�, WELD COUNTY, COLORADO
ATTEST: , ``W/ K1Lp;e4
Mike Freeman, Chair
Weld County Clerk to the Board
c
Sean P. Conway, Pro-Tem
BY4 �y
De uty Clerk to the Board
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my ttorney
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Date of signature: 4/71 f!9 -,__
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7-O21- /6 2016-0119
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MEMORANDUM
TO: Esther Gesick, Clerk to the Board March 10, 2016
•
r FROM: Patti Russell, Director of Human Resources \`-''
CO U N T Y SUBJECT: BSDI Wellness Program Portal
BSDI, Inc. provides licenses and support for the Motivation Alliance software. This
software will be used by Weld County's Human Resources department for the
County's Wellness Program portal. This agreement is to purchase these licenses
and annual support. This agreement is in effect through 3/7/2017. The requested
five year cost is $89,700.00 with year one costs being $17,700.00.
We ask that the BOCC approve the contract agreement as submitted,.
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BSDI'4'WEB PORTAL
APPLICATION SERVICES AGREEMENT
This Application Services Agreement ("Agreement") is entered into and effective as of Mir, 1 , 2016
(the"Effective Date"),by and between BSDI and the Customer listed on the signature page hereto.
I LICENSE AND ACCESS.
I.1 Motivation'Classic Web Portal Solution.The Motivation" Classic Web Portal solution(the "Solution) consists of
the software to be provided by BSDI under this Agreement on a software-as-a-service model and its documentation as well
as modifications and updates to the Solution and such other materials provided by BSDI under this Agreement from time to
time. BSDI will make the Solution available to Customer and its Authorized Users, for each such party's own internal
business or personal use only, during the applicable term of service as set forth on a fully executed order form("Customer
Order"),subject to compliance with this Agreement(including payment of applicable fees). The Solution will be installed,
operated and maintained by BSDI using computer systems owned or operated by or for BSDI. Subject to Customer's
payment of the applicable subscription fees, BSDI will provide Customer with support services for the Solution in
accordance with BSDI's then current support policy, which can be found at hup:/fwww,bsdiweb.com/docslsupport.peit:
BSDI's provision of the Solution and such support services shall be collectively referred to herein as the "Services." if
Customer requests that BSDI provide custom modification, consulting, system integration or other services, the terms for
such services must be set forth in a mutually agreed upon Customer Order. This Agreement does not entitle Customer to
receive, install, or execute any copy or version of the software comprising the Solution on a system owned by or provided
for the Customer by a third party.
1.2 Modifications. BSDI reserves the right to upgrade, modify, replace or reconfigure the Services at any time, provided
that Customer will be provided at least thirty (30) days' advance notice for changes that significantly affect use of the
Solution. Any such notice may be given and shall be effective if posted by BSDI in the "Help I Notifications" section of
your Motivation web portal, or it'provided in an e-mail sent to Customer's account representative, or if included in any
amendment,extension or new version of this Agreement.
1.3 Authorized User. An "Authorized User"means any participant or administrative staff member that has a login ID for
the Solution. An "Active Authorised User" is an Authorized User whose account has not been marked as "Disabled" and
thus removed from normal processing and use, Each participant's use of the Solution shall be subject to BSDI's standard
terms of use for the Solution ("Terms of Use"), the then current form of which can be found at
hop::'www.bsdiweb,con/docsr Part icipantTe rms.pdf.
1,4 Acceptable Use Policies. Customer may not (i) attempt to interfere with or disrupt the Services or attempt to gain
access to any systems or networks that connect thereto (except as required to use the Solution) or (ii) allow use of the
Solution by anyone other than Authorized Users, or(iii) permit multiple Authorized Users to use a single login account.
Customer must keep confidential and not disclose to third parties account access information for the Solution. Customer is
responsible for ensuring that Authorized Users comply with this Agreement. Customer must promptly notify BSDI of any
suspected violation of this Agreement and cooperate with respect to investigations and any action by BSDI to enforce this
Agreement. BSDI may suspend or terminate any Authorized User's access to the Services with notice to Customer, if
BSDI reasonably determines that such Authorized User has violated the Terms of Use. Except as expressly permitted
herein, Customer shall not sublicense, license, rent, sell, loan,give or otherwise distribute all or any part of the Services to
any third party.
1.5 Term of Service. Unless otherwise stated in the Customer Order,the initial term of service under each Customer Order
begins on the Service Commencement Date and lasts for a period of one(I)year("Initial Term"). Following expiration of
the Initial Term, term of service will automatically renew for successive periods of one(I)year each unless and until either
party gives the other party notice of non-renewal at least sixty(60)days prior to the next scheduled renewal date.Customer
may elect early termination of the Services solely in accordance with Section 6 of this Agreement.
1.6 Limited Rights, Owners/lip. Customer's rights in the Services are limited to those expressly granted in this
Agreement. BSDI reserves all rights in and licenses to the Services not expressly granted to Customer under this
Agreement. Customer acknowledges that BSDI or BSDI's third party partners own all worldwide right, title and interest in
and to the Services, including all worldwide patent rights (including patent applications and disclosures), copyrights,
trademarks, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction
("intellectual Properly Rights"). Customer will not attempt to delete or in any manner alter the copyright, trademark, and
c>2.0" ' O/1
other proprietary rights notices appearing on or with the Services. Customer will reproduce such notices of BSDI's
Intellectual Property Rights on any copies of user documentation created by Customer. Customer shall not alter, remove or
conceal any copyright, trade secret or other proprietary rights notices that may appear on or within the Services or related
documentation. Customer may not sub-license, timeshare or otherwise transfer the Services. Customer may not reverse
engineer,disassemble,decompile,modify, or alter the Services,or any copy thereof, in whole or in part.
1.7 Verification. Customer agrees that a prepaid number of Active Authorized Users will appear on the Customer Order,
and further,that administrative and monitoring functions available to BSDI and Customer will be used to track the number
of Active Authorized Users from time to time. Customer further agrees that if the number of Active Authorized Users
exceeds the applicable prepaid amount from time to time, then overage charges, as described in BSDI's standard pricing
schedule,will thereafter be billed(and due and payable)as of the next periodic BDSI invoice.
1.8 Third Party Restrictions. Customer acknowledges and agrees that the Solution may provide access to certain data
licensed by BSDI from third parties, as well as to certain third-party content which may be included within, or linked
through, the Services (collectively, "Third Party Materials"). To the extent Third Party Materials are provided or made
accessible by BSDI as part of the Services, Customer may use such information only as permitted by this Agreement, it
being understood that such Third Party Materials shall be subject to such restrictions as the original provider of such
information may impose. Tne Solution may include hyperlinks to external Web sites which are not under the control of
BSDI. BSDI assumes no responsibility for the views, content or accuracy of information contained in such Web sites and
the appearance of such hyperlinks does not constitute endorsement or sponsorship of, nor affiliation with, the owners of
such Web sites or the information, products, services, and trademarks contained therein. ALL THIRD PARTY
MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. BSDI AND THE RESPECTIVE
OWNERS OF THE THIRD PARTY MATERIALS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND
IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR COMPLETENESS OF DATA WITHIN THE
THIRD PARTY MATERIALS. NEITHER BSDI NOR THE RESPECTIVE OWNERS OF THE THIRD PARTY
MATERIALS WILL HAVE ANY LIABILITY FOR ANY DAMAGES OR OTHER CONSEQUENCES ARISING FROM
USE, MISUSE,OR INTERPRETATION OF INFORMATION OR DATA IN THE THIRD PARTY MATERIALS.
1.9 Data Requirements. Customer agrees to provide BSD[ for use in connection with the Services all data, information,
documents, and other records necessary for BSDI to provide the Services. BSDI may accept as correct, accurate and
reliable, without any further inquiry, all information, data, documents and other records delivered, supplied or made
available to BSDI by Customer and the Authorized Users. BSDI shall have no responsibility or liability for any error,
inadequacy, delay, omission, or other failure which results from inaccurate or incomplete information, data, documents or
other records provided to BSDI by the foregoing. CUSTOMER iS RESPONSIBLE FOR PROPER BACK-UP OF ALE.
INFORMATION AND MATERIALS THAT CUSTOMER ORIGINATES OR RECEIVES SO CUSTOMER HAS
READY ACCESS THERETO IN THE EVENT OF LOSS, CORRUPTION OR INTERRUPTION. In the event of any loss,
error or omission caused by the Service, BSDI's sole obligation shall be to re-perform the Services upon Customer's
request using service request instructions and information provided by Customer.
I.I 0 Telecommunications and Internet Services. Customer agrees to provide the necessary electric service, wiring,
computer equipment, and communication line access (in accordance with UL standards) for access to the Services via the
Internet: and further, Customer agrees to provide, install and maintain data communication lines therefor, all pursuant to
minimum specifications prescribed by BSDI from time to time (all of the foregoing, collectively, "Connectivity").
Customer shall be responsible for all costs and expenses relating to establishing and maintaining such Connectivity. BSDI
is not responsible for any loss of data, communications, or any other loss or damage arising from Connectivity or other
hardware and software not provided by BSDI.
1.1 1 Security. BSDI's Security Policies and Procedures document provides detailed specifications of the controls that
BSDI implements to provide for the security and availability of the solution.This document,which shall be treated as BSDI
Confidential Information hereunder,can be requested by the Customer at any time. BSDI warrants that the controls found in
the document capture the actual controls, policies and procedures in use at the time that each edition of the document is
published. Notwithstanding the foregoing, BSDI does not guarantee the security of any information transmitted to or from
the Service over the Internet, including through the use of e-mail. Customer agrees to employ appropriate methods,
including encryption, secure communication lines, and the use if secure storage media for data downloaded to local
computers to minimize the risk of unauthorized persons accessing Customer's information.
1.12 Availability. BSDI warrants that the service downtime shall not exceed 0.2%, excluding planned maintenance, over
the course of the contract. If the service falls below this level, Customer is entitled to a credit on service fees equal to 3%
f-or each 1% of additional downtime, as calculated over the payment term, on the next payment due date. Notwithstanding
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the above, BSDI does not accept any responsibility for failure of the Services due to Internet facilities, including related
telecommunications or equipment, at the Customer's facility or at any point between BSDI's servers and the customer's
browsers.
1.I3 Customer Responsibility. Customer has sole responsibility for the following actions: (i) supervising the use of the
Services by the Authorized Users; (ii) determining whether the Services will achieve the results Customer desires; (iii)
assuring proper machine configuration, program installation (i.e. web browser), operating system release level, audit
controls and operating methods; (iv) establishing adequate backup plans on the computers accessing the Services; (v)
selecting and training Customer's personnel so they can operate computers and so they are familiar with the accounts and
records that serve as input and output for the Solution and how to access these records securely; (vi) implementing
sufficient procedure and checkpoints to satisfy Customer's requirements for security and accuracy of input and output;(vii)
reviewing and selecting the parameter settings and programming features and options available through the Solution in
order to comply with legislation applicable to Customer's business and its use of the Services; (viii) monitoring and
interpreting any legislation applicable to Customer's business and its use of the Services in the conduct of such business;
and (ix) supervising Authorized User's use of the Services to ensure they abide by and comply with all applicable
provisions of federal and state laws,rules and regulations.
2 PAYMENT.
2.1 Fees and Expenses. Fee and payment terms are stated in the Customer Order. Failure to make timely payment is a
material breach of this Agreement, for which (in addition to other available remedies) BSDI may suspend performance of
the Services under this Agreement until all past due amounts are brought current. Interest shall accrue on past-due amounts
at a rate equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law. Customer will reimburse
BSDI for reasonable costs(including attorneys' fees)relating to collection of past due amounts.
2.2 Payment Terms and Taxes. Prices do not include sales, use, gross receipts, excise, valued-added, services, or any
similar transaction or consumption taxes. Customer acknowledges and agrees it shall be responsible for the payment of any
such taxes to the extent the same relate to Customer's use of the Services.
2,3 Access fees. BSDI shall comply with the estimated costs covering year I —year 5 as submitted in the Weld County
RFP. Custom Work, beyond the number of hours described in each estimate is available at a cost of$220/hr upon request.
Additionally, BSDI may at any time without prior notice to pass through any third-party access fees related to the Services.
including, without limitation, private or governmental imposed access fees, communication tariffs, fees resulting from
regulation or statute.
3 WARRANTY.
3.1 Limited Warranty. BSDI warrants that, beginning on the date the Solution is first used in a live productive
environment by an Authorized User until the termination of this Agreement, the Solution will be capable of performing in
all material respects in accordance with the functional specifications set forth in the then current BSDI standard
documentation. As Customer's sole and exclusive remedy and BSDI's entire liability for any breach of this warranty, BSDI
will, at its option: (a)promptly correct the nonconformity;(b)provide Customer with a reasonable procedure to circumvent
the nonconformity: or (c)refund the fees paid by Customer for the previous 3 months for the Services and terminate this
Agreement and Customer's(and the Authorized Users')right to access the Services,
3.2 Disclaimer. BSDI does not warrant that the Solution will meet Customer's requirements or that the Solution will be
error-free or uninterrupted or that all errors will be corrected. In addition, BSDI's warranties do not apply to Customer's:(a)
failure to follow in all material respects BSDI's written documentation, recommendations or instructions; (b) using or
combining the Solution with products or services of others or with products or services incompatible with the Solution;(e)
breach of Customer's obligations under this Agreement; or (d) Third Party Materials or third party software. Customer is
solely responsible for the accuracy and integrity of its own data,reports, documentation and security. BSDI DISCLAIMS
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY,
DATA ACCURACY. FITNESS FOR A PARTICULAR PURPOSE, AND NONiNFRINGEMENT, AND ANY
WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. NO INFORMATION, WHETHER ORAL OR
WRITTEN CREA'T'ES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
3.3 Infringement Indemnity. BSDI will defend any action brought against Customer to the extent that it is based upon a
claim that the Solution, as provided by BSDi to Customer under this Agreement and used within the scope of this
Agreement, infringes any U.S. patent or any copyright or misappropriates any trade secret,and will pay any costs,damages
and reasonable attorneys' fees attributable to such claim that are awarded against Customer, provided that Customer:
(a)promptly notifies BSDI in writing of the claim; (b)grants BSDI sole control of the defense and settlement oldie claim;
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and (c)provides BSDI, at BSDI's expense, with all assistance, information and authority reasonably required for the
defense and settlement of the claim.
3.4 Remedies. If Customer's use of the Solution is, or in BSDI's opinion is likely to be, enjoined due to the type of claim
specified in Section 3.3 above, BSDI may, at its sole option and expense: (a)procure for Customer the right to continue
using the Solution under this Agreement; (b)replace or modify the Solution so that it is non-infringing and substantially
equivalent in function to the enjoined BSDi Solution; or (c) if options (a) and (b) above cannot be accomplished despite
BSDI's reasonable efforts, then BSDI may terminate this Agreement and BSDI's obligations hereunder with respect to the
USD1 Services and refund to Customer the fees paid over the previous three(3)months for the Services.
3.5 Exclusions. Notwithstanding the terms of Section 3.3, BSDI will have no liability for any infringement or
misappropriation claim of any kind to the extent that it results from: (a)modifications to the Solution made by a party other
than BSDI, if a claim would not have occurred but for such modifications; (b)the combination or use of the Solution with
equipment, devices, software or data not supplied by BSDI, if a claim would not have occurred but for such combination,
operation or use;(c) BSDI's compliance with any designs, specifications or plans provided by Customer;or(e)Customer's
use of the Solution other than in accordance with this Agreement or the documentation. SECTION 3 SETS FORTH BSDI's
SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, WITH
RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY
KIND.
4 CONFIDENTIALITY.
4.I Use and Disclosure Restrictions, "Confidential Information" means: (a)the Solution, as well as any performance
data related to the Services; (b) any written business or technical information of BSDI or Customer that is marked
"confidential" " at the time of disclosure, or if disclosed orally, is identified as "confidential" at the time of disclosure,
including pricing or performance data;and(c)the terms of this Agreement and any Customer Order. Each party will not use
the other party's Confidential Information except as necessary for the performance of this Agreement and will not disclose
such Confidential Information to any third party except to those of its employees and subcontractors that need to know such
Confidential Information for the purpose of performing this Agreement, provided that each such employee and
subcontractor is subject to a written agreement that includes use and disclosure restrictions that are at least as protective as
those set forth herein. Either party may disclose Confidential information of the other party: (a) pursuant to the order or
requirement of a court or other governmental body, if reasonable notice is given to the other party to contest such
requirement: and (b) to its legal or financial advisors. Confidential Information does not include information that is
publicly available or is rightfully known or received by the receiving party without an obligation of confidentiality.
4.2 Data Stewardship. Subject to the terms of this Agreement (including payment of applicable fees), BSDI will provide
access to Customer's proprietary data and information input into and/or stored by the Solution. Customer may export or
make copies of such customer data in approved formats through the Solution at no additional cost during the term of this
Agreement. Upon termination, Customer data will be provided in a BSDI approved format at the written request of the
Customer,provided that such request shall occur within 5 business days following termination.
5 LIMITATION OF LIABILITY.
5.1 Total Liability. BSDI's TOTAL CUMULATIVE LIABILITY TO CUSTOMER, FROM ALL CAUSES OF ACTION
AND UNDER ALL THEORIES OF LIABILITY, WiLL BE LIMITED TO AND WILL NOT EXCEED THE PREVIOUS
TWELVE MONTHS FEES PAID TO BSDI BY CUSTOMER PURSUANT TO THIS AGREEMENT FOR THE
SOLUTION.
5.2 Exclusion of Damages. IN NO EVENT WILL BSDI BE LIABLE TO CUSTOMER FOR ANY SPECIAL.
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR
PROFITS) OR FOR THE COST OF DATA TRANSFERS OR PROCURING SUBSTITUTE PRODUCTS OR
SERVICES, ARISING OUT OF OR iN CONNECTION WITH THIS AGREEMENT OR THE USE OR
PERFORMANCE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON
CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND
WHETHER OR NOT BSDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. '1'11E
PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED
REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. The
parties expressly acknowledge and agree that BSDI has set its prices and entered into this Agreement in reliance upon the
limitations of liability specified herein,which allocate the risk between BSDI and Customer and form a basis of the bargain
between the parties.
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6 TERMINATION.
6,1 Term and Termination, This Agreement will begin on the Effective Date and will remain in effect thereafter unless
terminated earlier in accordance with this Agreement. Either party may terminate this Agreement, at any time, by giving
sixty (60)days written notice to the other party. Each party may terminate this Agreement if the other party breaches any
material term of this Agreement and fails to cure such breach within fifteen (15) days after written notice. Termination of
this Agreement terminates all licenses granted hereunder including the license to use and access the Solution.Customer and
the Authorized Users will immediately stop accessing the Solution upon termination of this Agreement. The rights and
obligations of the parties contained in Sections 1.5, 1.6, 1.7, 2, 3.2, 4, 5, 6.1, and 7 will survive the termination of this
Agreement or of any individual Software license granted hereunder.
7 GENERAL.
7.1 Assignment. Customer has no right to assign any rights or to delegate any duties under this Agreement, in whole or in
part, by operation of law or otherwise, without BSDI's prior written consent. Any attempt to assign this Agreement,
without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the
benefit of each party's successors and permitted assigns.
7.2 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of
the State of Colorado and any dispute under this Agreement shall be submitted to the exclusive jurisdiction of the Colorado
Courts, This Agreement specifically excludes the application of the Uniform Computer Information Transactions Act.
EACH PARTY EXPRESSLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN CONNECTION WITH ANY
DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT.
7.3 "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 pail of County to expend funds not otherwise appropriated in each succeeding year."
7.4 Additional provisions. Any use, duplication, or disclosure of the software provided under this agreement by the U.S
government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a)and 227.7202-
3(a)(1995), DFARS 252227-7013(c)(I)(ii)(OCT 1988), FAR I2.212(a)(1995), FAR 52.227-19,or FAR 52.227-14 (ALT
III), as applicable. The manufacturer is BSDI. Except as expressly set forth in this Agreement, the exercise by either party
of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or
otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or
unenforceable. that provision of the Agreement will be enforced to the maximum extent permissible and the other
provisions of this Agreement will remain in full force and effect, The failure by either party to enforce any provision of this
Agreement will not constitute a waiver of future enforcement of that or any other provision. Neither party will be
responsible for any failure or delay in its performance under this Agreement(except for obligations to make payments for
services rendered) due to causes beyond its reasonable control. Customer may not export or re-export the Software or any
copy in violation of any applicable laws or regulations. This Agreement, including any attached exhibits or Customer
Orders. constitute the complete and exclusive understanding and agreement between the parties regarding their subject
matter and supersede all prior or contemporaneous agreements. Any waiver, modification or amendment of any provision
of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. This
Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same instrument. Notices to BSDI should be sent in writing to BSDI, P.O. Box 357, Califon, NJ
07830.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date by their duly
authorized representatives.
Rrittingham Software Design, Inc. Weld County
(Referred to as"BSDI") (Referred to as"Customer")
By: _. By:
Name: _irk (3 nt nitt?}t>- Name: Mike Freeman
Title: President Title: Chair, Board of Wel d
County Commissioners
6
020% - 0//
[fi MAR 2 8 2016
Date: ./.Larc _/r.._..02 Date:
..__.____..�
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Exhibit B: Addendum for Weld County
Customer Order
The customer orders for Weld County are attached as Estimates E0002181 through E0002185.These will be
converted to invoices upon approval.These estimates/invoices capture the services licensed to Weld
county. Please note that the base service("Motivation Alliance Annual Fee") line item includes all costs
associated with implementation and documentation and that the license comes with a one hour
configuration call and up to 3 hours of JoinMe or Glance online training sessions. Integration costs
associated with data exchange are captured by the"Data Uploads and Set-up,Recurring" line item.
Product Overview, Setup and Configuration
The Motivation Alliance is BSDI's comprehensive,turnkey web portal solution for your health promotion
program.The Alliance features a rich suite of health promotion tools for your participants organized around
five health pursuits.
Our portal features a broad range of traditional wellness-oriented tools such as walking(pedometer)
programs as well as newer strength and aerobic logging tools, a rich selection of healthy recipes,a
comprehensive food log, meditation and mindfulness challenges, a smoking cessation tracker,a variety of
team challenges, preventative care logging, integration with over 175 apps and wearable fitness devices,a
"Challenge of the Day", and an extremely customizable, behavior-based incentive management program.
The Motivation Alliance, is a commercial,off-the-shelf solution,so the tasks associated with system setup
and configuration are quite straightforward.The phases of implementation are:
Phase 1.Sales Rep sends necessary training documentation for review by the client(normally it is the
organization's Wellness Program Manager).
Phase 2.Site Creation by BSDI technical staff.Customer is notified of their ID and temporary password.
Phase 3.Motivation Alliance Product Evangelist schedules and conducts a pre-configuration conference
call.
Phase 4. BSDI technical staff provides a site configuration call.
Phase 5. BSDI technical staff provides the first of up to three,one-hour training sessions to organization's
wellness team.Sessions are done via JoinMe.com or Glance.net.We recommend having no more than 5
staff at a time on a call to help ensure an efficient training session with time for questions.
Phase 6. BSDI technical staff offers a second training with more in depth topics to the wellness team.
Phase 7. BSDI technical team reserves the third training session for queries and report questions.
Phase 8.After your site is launched, BSDI provides ongoing technical support either by phone or using our
email based help desk.A copy of BSDI's BSDI's Technical Support guidelines will be provided for your
review.
*Please note: additional training sessions for new staff,etc. can be purchased at a cost of$220/hr on an "as
need" basis. However,once your staff is trained,they will most likely be able to have any ongoing
questions answered via our support channels without the need to schedule an additional paid"training
session".
BSDI
PO Box 357
Califon NJ 07830
United States
Phone:(908)832-2691
Weld County Estimate ; E0002181
Mary Truslow
Date; January 25,2016
Estimate Total(USD): $17,700.00
Item Description Unit Cost($) ' Quantity Price($)
Alliance Motivation Alliance Annual Fee. 9.00 1500 13,500.00
Unit Cost=Cost Per Person
Qty=#of Participants
Validic 2015 The Validic interface provides access to third-party apps and 1,200.00 1 1,200.00
devices.The cost is$1200.00 per year and covers your entire
Motivation Alliance database limit.Based on 2015 Alliance price
list.Annual Fee.
Data uploads Ongoing Data uploads for the contract year: 3,000.00 1 3,000.00
and Set-up. Consulting on data import set up.Scheduling and processing of
Recurring. file transfers.Can be done on a weekly,bi-monthly,or monthly
basis during contract year.Files sent by customer must be posted
to BSDI'S FTP secured server.
NOTES:Year One estimate
Database for up to 1500 participants.
Custom Work is available at a cost of$220/hr.
Subtotal: 17,700.00
Estimate Total(USD): $17,700.00
BSDI
PO Box 357
Califon NJ 07830
United States
Phone:(908)832-2691
Weld County Estimate tk E0002182
Mary Truslow Data: January 25,2016
Estimate Total(USD): $17,700.00
item Description Unit Cost(5) Quantity. Price($)
Alliance Motivation Alliance Annual Fee. 9.00 1500 13,500.00
Unit Cost=Cost Per Person
Qty=#of Participants
Validic 2015 The Validic interface provides access to third-party apps and 1,200.00 1 1,200.00
devices.The cost is$1200.00 per year and covers your entire
Motivation Alliance database limit.Based on 2015 Alliance price
list.Annual Fee.
Data uploads Ongoing Data uploads for the contract year: 3,000.00 1 3,000.00
and Set-up. Consulting on data import set up.Scheduling and processing of
Recurring. file transfers.Can be done on a weekly,bi-monthly,or monthly
basis during contract year.Files sent by customer must be posted
to BSDI'S FTP secured server.
Custom Work 220.00 0 0.00
Custom Work$220/hr.
2015
NOTES:Year two estimate
Database size up to 1500.
Subtotal: 17,700.00
Estimate Total(USD): $17,700.00
BSDI
PO Box 357
Califon NJ 07830
United States
Phone:(908)832-2691
Weld County Estimate*: E0002183
Mary Truslow Debt January 25,2016
Estimate Total USD) $18,000.00
item Description Unit Cost($) Quantity Price($)
Alliance Motivation Alliance Annual Fee. 9.20 1500 13,800.00
Unit Cost=Cost Per Person
Qty=#of Participants
Validic 2015 The Validic interface provides access to third-party apps and 1,200.00 1 1,200.00
devices.The cost is$1200.00 per year and covers your entire
Motivation Alliance database limit.Based on 2015 Alliance price
list.Annual Fee.
Data uploads Ongoing Data uploads for the contract year: 3,000.00 1 3,000.00
and Set-up. Consulting on data import set up.Scheduling and processing of
Recurring. file transfers.Can be done on a weekly,bi-monthly,or monthly
basis during contract year.Files sent by customer must be posted
to BSDI'S FTP secured server.
Custom Work 220.00 0 0.00
Custom Work$220/11 r.
2015
NOTES:Year 3 estimate
Database size for up to 1500 participants
Subtotal: 18,000.00
Estimate Total(USD): $18,000.00
BSDI
PO Box 357
Califon NJ 07830
United States
Phone:(908)832-2691
Weld County Estimate'#: E0002184
Mary Truslow Date: January 25,2016
Estimate Total(USD): $18,000.00
Item Description Unit Cost(x) Quantity Price(S)
Alliance Motivation Alliance Annual Fee. 9.20 1500 13,800.00
Unit Cost=Cost Per Person
Qty=#of Participants
Validic 2015 The Validic interface provides access to third-party apps and 1,200.00 1 1,200.00
devices.The cost is$1200.00 per year and covers your entire
Motivation Alliance database limit.Based on 2015 Alliance price
list.Annual Fee.
Data uploads Ongoing Data uploads for the contract year: 3,000.00 1 3,000.00
and Set-up. Consulting on data import set up.Scheduling and processing of
Recurring. file transfers.Can be done on a weekly,bi-monthly,or monthly
basis during contract year.Flies sent by customer must be posted
to BSDI'S FTP secured server.
Custom Work 220.00 0 0.00
Custom Work$220/hr.
2015
NOTES:year 4
database for up to 1500 participants.
Subtotal: 18,000.00
Estimate Total(USD): $18,000.00
BSDI
PO Box 357
Califon NJ 07830
United States
Phone:(908)832-2691
Weld County Estimate*: E0002185
Mary Truslow
Date: January 25,2016
Estimate Total(USD): $18,300.00
item Description Unit Cost($); Quantity Price(S)
Alliance Motivation Alliance Annual Fee. 9.40 1500 14,100.00
Unit Cost=Cost Per Person
Qty=#of Participants
Validic 2015 The Validic interface provides access to third-party apps and 1,200.00 1 1,200.00
devices.The cost is$1200.00 per year and covers your entire
Motivation Alliance database limit.Based on 2015 Alliance price
list.Annual Fee.
Data uploads Ongoing Data uploads for the contract year: 3,000.00 1 3,000.00
and Set-up. Consulting on data import set up.Scheduling and processing of
Recurring. file transfers.Can be done on a weekly,bi-monthly,or monthly
basis during contract year.Files sent by customer must be posted
to BSDI'S FTP secured server.
Custom Work 220.00 0 0.00
Custom Work$220/hr.
2015
NOTES:Year 5 estimate
Database size for up to 1500 participants.
Subtotal: 18,300.00
Estimate Total(USD): $18,300.00
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first stated above.
NAME OF CONTRACTOR 5.5D ._
y/ _ Mme- ",
13 '. NA? PERSON SIGNING
-Pr icy J
POSITION OF PERSON SIGNING
ATTEST: ddrAN) •oi BOARD OF COUNTY COMMISSIONERS
Weld C ty Clerk to the Boar �+��+�•. WELD COUNTY, COLORADO
BY:
Deputy CI � to the :�. 1�j , ► �ike Freeman, Chair
wt Ilz�!j' 44:t MAR 282016
OZo// - D//g
•
MEMORANDUM
Im1/4
TO : Esther Gesick , Clerk to the Board
January 15 , 2016
fti As '. % '
11 : k FROM : Patti Russell , Director of Human Resources
r
-- -.-- --v__ SUBJECT : B1500193 , HR Wellness Program Portal
BOCC Approval Date : January 25 , 2016
Bids were received and opened on December 11 , 2015 for B1500193 , HR Wellness
Program Portal . Four (4) bids were received ranging from 5 year costs of $ 98 , 220. 00 to
$445 , 500 . 00 . Attached is the bid tabulation for your information .
All of the bid responses have been reviewed and the scoring of the RFP responses is
attached . Brittingham Software Design , Inc , ( BSDI ) from Califon , NJ proposed the
lowest cost solution of $98 , 220 . 00 (5 year cost) . Breakdown of costs by year is in the
attached Tabulation Sheet which was presented on January 11th . BSDI meets the
needed functionality documented in the bid process .
Based on the above information , I recommend the board award B1500193 HR Wellness
Program Portal to BSDI for a total 5 year cost of $98 , 220 . 00 .
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