HomeMy WebLinkAbout20143717.tiff£ 9rl, & 10 14. 9 5LP
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW/ WORK SESSION REQUEST
RE: Addendum to the Daptiv Subscription Agreement for Annual Renewal
DEPARTMENT: Information Technology DATE: December I, 2016
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
The maintenance and support subscription for the Daptiv Project Portfolio Management System is up for renewal
on December 31, 2016. To renew subscription maintenance and support, an addendum to the subscription
agreement must be signed.
The purpose of the addendum is to combine and co -term license subscriptions for Information Technology and
County Attorney.
Information Technology utilizes Daptive software to manage IT projects and time sheets. County Attorney utilizes
the software for time sheets.
The subscription renewal amount is $21,600. This amount will be charged to the following Banner accounts:
1000-17300-6225-100/Information Technology - $20,700 (20 standard / 35 timesheet only)
1000-10200-6225-I00/County Attorney - $900 (5 timesheet only)
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
Daptiv is a hosted solution for project portfolio management and time tracking used by Information Technology
and County Attorney. Information Technology requests BOCC approval for the Chair to sign the addendum.
Recommendation:
IT recommends that the Board approve the request for the Chair to sign the addendum.
Approve Schedule
Recommendation Work Session
Mike Freeman, Chair
Barbara Kirkmeyer
Sean P. Conway
Julie Cozad
Steve Moreno
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Other/Comments:
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{ I I I 111114 HVCIIu
Suite 700
Seattle WA 98101
US
206,341 9117
aapt v.
Date
Order addendum N
Sales Rep
Special Terms
9/12/2016
EST -7925
Pam Brown
ORDER ADDENDUM
This Addendum to the Daptiv Subscription Agreement ("Agreement") is entered into by and between Daptiv Solutions, LLC, a Delaware limited
liability company with its principal place of business at the address identified above ("Daptiv"), and the customer identified below ("Bill To
Company").
Customer Information:
Bill To Ship To
Information Services Information Services
Weld County Government Weld County Government
1401 N 17th Ave 1401 N 17th Ave
Greeley CO 80631 Greeley CO 80631
Primary Contact
Name
Email: _
Phone:
Accounting Contact
Name:
Email:
Phone:
PO Number If Necessary.
Subscriber acknowledges and agrees that any reference to a purchase order (PO) in this Form or any associated invoice is solely for
Subscriber's convenience. Failure to provide Daptiv with a PO does not relieve Subscriber of their contractual obligation to remit payment in
accordance with the terms of the Agreement. Subscriber must provide PO number within 5 business days of the execution of this agreement.
Products:
Daptiv PPM Standard
Daptiv Timesheet-Only
20 12/31/2017
40 12/31/2017
720.00 14,400.00
180.00 7,200.00
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to enter
into this Order Addendum as of the latter of the two signature dates, below (the "Effective Date) Total $21,600 0C
LL'FLDCO C.1 �,/ ; /, Daptiv Solutions, LLC !
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We C• 'C1erk1. .e + d WELD CQL ?Y COLORADO Signature ��\ ,r 1 J YYY"` c�
BY � � ! Name .~),, C\ C•x t t(7
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RESOLUTION
RE: APPROVE HOSTED SUBSCRIPTION AGREEMENT FOR PROJECT PORTFOLIO
MANAGEMENT SYSTEM AND AUTHORIZE CHAIR TO SIGN - DAPTIV SOLUTIONS,
LLC
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 Hosted Subscription Agreement for a
Project Portfolio Management System 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, and Daptiv Solutions, LLC, commencing upon full execution of
signatures, and ending November 30, 2015, 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 Hosted Subscription Agreement for a Project Portfolio Management
System 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, and
Daptiv Solutions, LLC, 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 1st day of December, A.D., 2014.
ATTEST: GG r1/ v . to;A
Weld County Clerk to the Board
BY:
ty Clerk t• the B
APPROVED AS TO FORM:
County Attorney
Date of signature:
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, 1COLORADO
[,, ^
rte. Ic9�� (/-1.zAW `
Douglasftademacher, Chair
EXCUSED
Barbara Kirkmeyer, Pro-Tem
can P. fConway
e( In -Y i n ¢.e _ -
_
Mike Free
ar
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et 1rmr-12/ 4
2014-3717
IT0002
MEMORANDUM
TO: Esther Gesick, Clerk to the Board November 24, 2014
FROM: Ryan Rose, Chief Information Officer
SUBJECT: Daptiv Project Portfolio Management System
Daptiv Solutions, LLC provides hosted solutions for project portfolio management and
reporting. Project 'IS -2014-49 Project Management System' was approved on the 'Do
Next' list of projects in the amount of $36,200. Weld IT reviewed several RFP responses,
and the bid (B1400182) was awarded to Daptiv Solutions.
We ask that the BOCC approve the the SOW for implementation services and licensing in
the amount of $28,130.
2014-3717
Daptiv Solutions, LLC
1111 Third Avenue, Suite 700
Seattle, WA 98101
United Stales
daptiv
Prepared for: Weld County
Proposed by: Nels Draper
Order Number: EST -5658
DAPTIV HOSTED SUBSCRIPTION AGREEMENT
This Daptiv Hosted Subscription Agreement ("Agreement") is entered into by and between Daptiv Solutions, LLC, a Delaware limited liability
company with its principal place of business at the address identified above ("Daptiv"), and Weld County Government, Department of Information
Technology ("Customer").), with Its principal place of business at 1401 17' Avenue, Greeley, CO 80631. This Agreement (which includes the
attached Daptiv Terms and Conditions and associated attachments and exhibits) sets forth the terms and conditions under which Daptiv agrees to
provide, and Customer agrees to obtain, access to the Daptiv technologies, online services and database described herein.
1. CONSTRUCTION. Capitalized terms (whether in the
singular or plural) shall have the meanings assigned in the
text of this Agreement, Including the initial order set forth in
Exhibit 8 (the "Order"), and its exhibits and addenda.
2. SOFTWARE AS A SERVICE.
2.1 Access. Commencing on the Effective Date of this
Agreement, Daptiv shall make available to Customer the
unique instance of the Oaptiv software identified in the
Order for use by the number of Authorized Users specified in
the Order (the "Service") under the terms of this
Agreement. The Service, as initially made available to
Customer, shall conform, in all material respects, to the
Functionality Specifications in Exhibit A.
2.2 Rights to the Service. Subject to the terms and
conditions of this Agreement, Daptiv hereby grants
Customer a non-exclusive, non -transferable, worldwide right
during the Term to access the Service and permit the
number of individual users specified in the Order to use the
Service solely for Customer's own internal business purposes
("Authorized Users"). Unless otherwise specified, the term
"quantity" as used in the Order refers to the number of
Authorized Users that are permitted to access the associated
product or service.
2.3 Updates. At no charge to Customer, Daptiv shall
install on its servers any software updates deemed
reasonably necessary to address errors, bugs or other
performance Issues in the Service (collectively, "Updates").
Updates (if any) shall be subject to the same terms and
conditions of this Agreement.
2.4 Restrictions and Conditions. Customer shall not,
directly, indirectly or through its Authorized Users,
employees and/or the services of independent contractors:
(a) attempt to sell, transfer, assign, rent, lend, lease,
sublicense or otherwise provide third parties rights to the
Service; (b) "frame," "mirror," copy or otherwise enable
third parties to use the Service (or arty component thereof)
as a service bureau or other outsourced service; (c) allow
access to the Service by multiple individuals impersonating a
single end user; (d) use the Service in a manner that
interferes with, degrades, or disrupts the integrity or
performance of any Daptiv technologies, services, systems
or other offerings, including data transmission, storage and
backup: (e) use the Service for the purpose of developing a
product or service that competes with the Daptiv online
products and services: (I) circumvent or disable any security
features or functionality associated with Service; or (g) use
the Service in any manner prohibited by law.
2.5 Reservation of Rights. All rights not expressly
granted to Customer are reserved by Daptiv, its suppliers
and licensors.
2.6 Return of Hosted Data. If requested by Customer
within thirty (30) days of the expiration or termination of
this Agreement, Daptiv shall make available to Customer all
Customer data stored within the Service at the time of
expiration or termination. Thirty (30) days alter termination,
Daptiv shall have no further obligation to Customer and
may, at its option, permanently delete or destroy the Service
and all information and materials contained therein. Daptly
will make transition services available to Customer at
Oaptiv's then current rates for such services in order to
reasonably assist Customer in transitioning its data into
other proprietary formats, however Daptiv does not warrant
that the data format used by Daptiv will be the same or
directly interoperable with other software used by
Customer.
2.7 Delivery of Service and Materials. The Service, and
any updates or maintenance releases thereof, shall be made
available only on a hosted basis, and will not be delivered In
object code or physical media to Customer. The Service, and
any deliverables provided under this Agreement will be
delivered only through an electronic transfer.
3. SERVICES. Additional support services, including
custom configuration, consulting, report development,
training and system integration, may be separately
purchased from Daptiv under the terms of an addendum to
this Agreement. For clarity, Daptiv has no obligation to
support Customer's own technology, internal infrastructure,
provide tree training, or provide consulting on customer
created content such as views, reports, and configurations
or third party technologies and services unless agreed to in
writing via an approved sales agreement and or statement
of work.
4. CUSTOMER OBLIGATIONS.
4.1 Fees and Payment Terms, in consideration of the
rights granted herein, Customer shall pay Daptiv the
Daptiv Hosted Subscription Agreement
Confidential
Page 1 of 7
amounts specified in the Order located in Exhibit B,
separately attached and incorporated herein to the
Agreement ("Fees") for the number of Authorized Users
permitted to access the Service.
(a) Fees are exclusive of any applicable sales, use,
import or export taxes, duties, fees, value-added taxes,
tariffs or other amounts attributable to Customer's
execution of this Agreement or use of the Service, and any
fees associated with any Customer requested payment
processing or procurement systems (collectively, "Sales
Taxes or Transaction Fees"). Customer shall be solely
responsible for the payment of any Sales Taxes or
Transaction Fees. In the event Daptiv is required to pay
Sales Taxes or Transaction Fees, Customer shall promptly
reimburse Daptiv for all amounts paid.
(b) All amounts shall be paid to Daptiv within
thirty (30) days of receipt of an undisputed invoice. An
invoice shall be deemed undisputed if, within such thirty (30)
day period, Customer fails to notify Daptiv in writing of any
disputed amounts.
(c) Fees not paid when due shall be subject to a
late fee equal to one and one half percent (1.5%) of the
unpaid balance per month or the highest monthly rate
permitted by applicable law. Daptiv further reserves (among
other rights and remedies) the right to suspend access to the
Service. Amounts payable to Daptiv shall continue to accrue
during any period of suspension and must be paid as a
condition precedent to reactivation, which reactivation is at
the sole discretion of Daptiv.
(d) Customer shall pay additional Fees and Sales
Taxes in the event the number of actual users exceeds the
maximum number of individual end users permitted to use
the Service under this Agreement.
(e) OMITTED.
(f) Except as otherwise specified in this
Agreement, fees are based on services purchased and not
actual usage, payment obligations are non -cancelable, tees
paid are non-refundable, and the scope of the subscription
cannot be decreased during the relevant subscription term.
4.2 Compliance with Laws. The Daptiv software and
Service are of U.S. origin. Customer shall adhere to all
applicable state, federal, local and international laws and
treaties In all jurisdictions in which Customer uses the
Service, including all end -user, end -use and destination
restrictions issued by U.S. and other governments and the
U.S. Export Administration Act and its associated
regulations. Customer will not upload any data or
information to the Service for which Customer does not
have full and unrestricted rights. Notwithstanding anything
to the contrary in this Agreement or any other agreement
between the parties, Customer will not upload any data or
information that is subject to government regulation,
including without limitation, protected health information
regulated under the Health Insurance Portability and
Accountability Act of 1996 or sensitive financial information
regulated under the Gramm -Leach -Bliley Act of 1999.
5. TERM AND TERMINATION.
5.1 Term. Unless otherwise specified in the Order, the
initial term of this Agreement will begin on the Effective
Date and shall continue thereafter until the End Date
specified In the Order (the "Initial Term"), and shall
thereafter automatically renew for additional periods of one
(1) year unless either party provides written notice of its
intention not to renew to the other party at least sixty (60)
days prior to expiration of the current term (each a
"Renewal Term," and collectively together with the initial
Term, the "Term"). If no End Date is specified in the Order,
the End Date will be one year from the Effective Date of this
Agreement.
5.2 Termination. Either party may terminate this
Agreement if the other party materially breaches this
Agreement and such breach has not been cured within thirty
(30) days of providing notice thereof.
5.3 Effect of Termination. Upon expiration or
termination for any reason, Customer shall discontinue all
use of the Service, and return any and all software and
documentation provided to Customer by Daptiv.
6. INDEMNIFICATION.
6.1 OMITTED.
6.2 Daptiv. Daptiv shall indemnify and hold Customer
harmless from and against any and all claims, costs,
damages. losses, liabilities and expenses (including
attorneys' tees and costs) arising out a third party claim that
the Service infringes or misappropriates any U.S. patents
Issued as of the Effective Date or any copyright or trade
secret of any third party during the term of this Agreement.
Daptiv shall have no indemnification obligation, and
Customer shall indemnify Daptiv pursuant to this
Agreement, for claims of infringement arising from the
combination of Service with any unique aspects of
Customer's business, for instance Customer's content,
products, services, hardware or business processes, or for
any use of the Service or any Daptiv software not expressly
authorized herein.
6.3 Process. A party seeking Indemnification
hereunder shall promptly notify in writing the other party of
any claim for which defense and indemnification is sought.
Each party agrees that it will not, without the other's prior
written consent, enter into any settlement or compromise of
any claim that: (a) results, or creates a likelihood of a result,
that in any way diminishes or impairs any right or defense
that would otherwise exist absent such settlement or
compromise; or (b) constitutes or includes art admission of
liability, fault, negligence or wrongdoing on the part of the
other party. Each indemnifying party has the sole right to
control the defense of any claim for which it is providing
indemnification hereunder with counsel mutually acceptable
Daptiv Subscription Agreement
Confidential
Page 2 of 7
to the parties. The indemnified party may, at its own
expense, participate in the defense of any such claim.
7. WARRANTY/ LIABILITY/ TOTAL LIABILITY.
Mutual Warranties. Each party represents and warrants to
the ether that it is duly authorized to execute this
Agreement and perform the obligations set forth herein.
7.1 Disclaimer. THE SERVICE AND ANY DAPTIV
TRAINING, INSTRUCTION AND SUPPORT OR OTHER SERVICES
PROVIDED IN CONNECTION WITH THIS AGREEMENT
(COLLECTIVELY, "SERVICES") ARE PROVIDED STRICTLY ON AN
'AS IS' BASIS. ALL CONDITIONS, REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS
FOR A PARTICULAR PURPOSE, OR SATISFACTORY RESULTS
ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW BY DAPTIV, ITS SUPPLIERS
AND ITS LICENSORS.
7.2 CUSTOMER ACKNOWLEDGES AND AGREES THAT
SERVICE MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS,
DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF
INTERNET APPLICATIONS AND ELECTRONIC
COMMUNICATIONS. DAPTIV IS NOT RESPONSIBLE FOR ANY
SUCH DELAYS, DELIVERY FAILURES, OR ANY OTHER DAMAGE
RESULTING FROM EVENTS BEYOND DAPTIV'S REASONABLE
CONTROL, WITHOUT REGARD TO WHETHER SUCH EVENTS
ARE REASONABLY FORESEEABLE BY DAPTIV.
7.3 Limitation. CUSTOMER'S EXCLUSIVE REMEDY AND
DAPTIV'S, ITS SUPPLIERS' AND LICENSORS' TOTAL
AGGREGATE LIAB,LITY RELATING TO, ARISING OUT OF, IN
CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT,
WHETHER FOR BREACH OF CONTRACT, BREACH OF
WARRANTY, INDEMNIFICATION OR ANY OTHER CLAIM
SHALL BE LIMITED 10 THE ACTUAL DIRECT DAMAGES
INCURRED BY CUSTOMER, UP TO THE A AGGREGATE
AMOUNTS PAID BY CUSTOMER AND RECEIVED BY DAPTIV
HEREUNDER. THE EXISTENCE OF MULTIPLE CLAIMS OR
SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT
ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES.
CUSTOMER HEREBY RELEASES DAPTIV, ITS SUPPLIERS AND
LICENSORS FROM ALL OBI IGATIONS, LIABILITY, CLAIMS OR
DEMANDS IN EXCESS CF THIS LIMITATION. THE PROVISIONS
OF THIS SECTION DO NOT WAIVE OR LIMIT DAPTIV'S ABILITY
TO OBTAIN INJUNCTIVE CR OTHER EQUITABLE RELIEF FOR
BREACH CF THIS AGREEMENT.
7.4 Exclusion of Certa n Damages and Limitations of
Types of Liability. IN NO EVENT WILL DAPTIV BE LIABLE FOR
ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR
PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE
ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF
THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE
SERVICE. THE FOREGOING EXCIIJSION AND LIABILITY
LIMITATIONS APPLY EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ANC EVEN
IN THE EVENT OF STRICT OR PRODUCT LIABL ITV.
7.5 Interpretation. The limitations in sections 7.3 and
7.4 are independent of each other. The limitation of
damages set forth in section 7.3 shall survive any failure of
essential purpose of the limited remedy in section 7.4.
8. NOTICES AND REQUESTS. Either party may give notice
to the other party by means of electronic mail to the primary
Contact designated on the Order or by written
communication sent by first class mall or pre -paid post,
either of which shall constitute written notice under this
Agreement. In the event Customer desires to increase the
number of Authorized Users permitted to use the Service
during the Term, Customer may purchase such rights via
telephone, facsimile or a -mall. An e-mail or otner writing
from Daptiv confirming such order shall be deemed
sufficient to modify the quantity of Authorized Users set
forth in the Order. All additional access licenses purchased
by Customer during the Term shall be subject to the terms of
this Agreement. For clarity, in no event shall any other term
or provision of this Agreement be deemed modified,
amended or altered as a result of such purchase and all
other changes to this Agreement shall be governed by terms
of Section 9, below.
ADDITIONAL TERMS. With the exception of additional
Authorized Users obtained by Customer under Section 8,
Daptiv shall not be bound by any subsequent terms,
conditions or other obligations included in any Customer
purchase order, receipt, acceptance, confirmation or other
correspondence from Customer. The parties may
supplement the terms of this Agreement at any time by
signing a written addendum, which she be deemed
incorporated by this reference upon execution. The terms of
any addendum shall control any conflicting terms in this
Agreement. Unless expressly stated otherwise in an
applicable addendum, all addenda snail terminate upon the
expiration or termination of this Agreemect.This Agreement
shall not be valid until it has been approved by the Board of
County Commissioners of Weld County, Colorado or its
designee.
No term or condition of this Agreement shall be construed
or interpreted as a waiver, express or implied, of any of the
immunities, rights, benefits, protections or other provisions,
of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
Financial obligations of the (Board of County Commissioners
of Weld County) payable after the current fisca' year are
contingent upon funds for that purpose being appropriated,
budged and otherwise made available. By execution of this
Agreement, County does not warrant that funds will be
available to fund this Agreement beyond the current fiscal
year. For the avoidance of doubt, the foregoing shall not
apply during the Initial Term.
Daptiv shall perform Is duties hereunder as an independent
contractor and nct as an employee. Daptiv shall be solely
responsible for its acts and those of is agents and
employees for ail acts performed pursuant to this
Daptiv Subscription Agreement
Confidential
Page 3 of 7
Agreement. Neither Daptiv nor any agent or employee of
Daptiv shall be deemed to be an agent or employee of
County. Daptiv and its employees and agents are not
entitled to unemployment insurance or workers'
compensation benefits through Weld County and County
shall not pay for or otherwise provide such coverage for
Daptiv or any of its agents or employees. Unemployment
insurance benefits will be available to Daptiv and its
employees and agents only if such coverage is made
available by Daptiv or a third party. Daptiv shall pay when
due all applicable employment taxes and income taxes and
local head taxes (it applicable) incurred pursuant to this
Agreement. Daptiv shall not have authorization, express or
Implied, to bind County to any agreement, liability or
understanding, except as expressly set forth in this
Agreement. Daptiv shall have the following responsibilities
with regard to workers' compensation and unemployment
compensation insurance matters: (a) provide and keep in
force workers' compensation and unemployment
compensation insurance in the amounts required by law and
(b) provide proof thereof when requested to do so by
County.
Daptiv certifies, warrants, and agrees that it does not
knowingly employ or contract with an illegal alien who will
perform work under this contract. Daptiv will confirm the
employment eligibility of all employees who are newly hired
for employment in the United States to perform work under
this Agreement, through participation in the E -Verify
program of the State of Colorado program established
pursuant to C.R.S. §8-17.5-102(5)(c). Daptiv shall not
knowingly employ or contract with an illegal alien to
perform work under this Agreement or enter into a contract
with a subDaptiv that fails to certify with Daptiv that the
subDaptiv shall not knowingly employ or contract with an
illegal alien to perform work under this Agreement. Daptiv
shall not use E -Verify Program or State of Colorado program
procedures to undertake pre -employment screening or job
applicants while this Agreement is being performed. If
Daptiv obtains actual knowledge that a subcontractor
performing work under the public contract for services
knowingly employs or contracts with an illegal alien Daptiv
shall notify the subcontractor and County within three (3)
days that Daptiv has actual knowledge that a subcontractor
is employing or contracting with an illegal alien and shall
terminate the subcontract if a subcontractor does not stop
employing or contracting with the illegal alien within three
(3) days of receiving notice. Daptiv shall not terminate the
contract it within three days the subcontractor provides
information to establish that the subcontractor has not
knowingly employed or contracted with an illegal alien.
Daptiv shall comply with reasonable requests made in the
course of an investigation, undertaken pursuant to C.R.S.
§8-17.5-102(5), by the Colorado Department of Labor and
Employment. If Daptiv participates in the State of Colorado
program, Daptiv shall, within twenty days after hiring an
new employee to perform work under the contract, affirm
that Daptiv has examined the legal work status of such
employee, retained file copies of the documents, and not
altered or falsified the identification documents for such
employees. Daptiv shall deliver to County, a written
notarized affirmation that It has examined the legal work
status of such employee, and shall comply with all of the
other requirements of the State of Colorado program. If
Daptiv fails to comply with any requirement of this provision
or of C.R.S. §8-17.5-101 et seq., County, may terminate this
Agreement for breach, and If so terminated, Daptiv shall be
liable for actual and consequential damages.
Except where exempted by federal law and except as
provided in C.R.S. § 24-76.5-103(3), if Daptiv receives federal
or state funds under the contract, Daptiv must confirm that
any individual natural person eighteen (18) years of age or
older is lawfully present in the United States pursuant to
C.R.S. § 24-76.5-103(4), if such individual applies for public
benefits provided under the contract. If Daptiv operates as a
sole proprietor, it hereby swears or affirms under penalty of
penury that it: (a) is a citizen of the United States or is
otherwise lawfully present in the United States pursuant to
federal law, (b) shall produce one of the forms of
identification required by C.R.S. § 24-76.5.101, et seq., and
(c) shall produce one of the forms of Identification required
by C.R.S. § 24-76.5-103 prior to the effective date of the
contract.
10. GENERAL. This Agreement shall be governed by
Washington law and controlling United States federal law,
without regard to the choice or conflicts of law provisions of
any jurisdiction to the contrary, and any disputes, actions,
claims or causes of action arising out of or in connection
with this Agreement or the Service shall be subject to the
exclusive jurisdiction of the state and federal courts located
in Seattle, Washington. No joint venture, partnership,
employment, agency or exclusive relationship exists
between the parties as a result of this Agreement or use of
the Service. The failure of Daptiv to enforce any right or
provision in this Agreement shall not constitute a waiver of
such right or provision. All disclaimers, limitations, payment
obligations and restrictions of warranty shall survive
termination of this Agreement, as well as the provisions of
this "General" section shall survive termination of this
Agreement. If any part of this Agreement is found to be
illegal, unenforceable, or invalid, Customer's right to use the
Service will immediately terminate, except for those
provisions noted above which will continue in full force and
effect. This Agreement, together with the following exhibits.
comprises the entire agreement between Customer and
Daptiv and supersedes all prior or contemporaneous
negotiations, discussions or agreements, whether written or
oral, between the parties regarding the subject matter
contained herein:
• EXHIBIT A: FUNCTIONALITY SPECIFICATIONS
• EXHIBIT B: ORDER FORM
Daptiv Subscription Agreement
Confidential
Page 4 of 7
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to
enter into this Hosted Subscription Agreement as of the latter of the two signature dates, below (the "Effective Date").
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first stated above.
Daptiv Solutions, LLC
ByAME OF PERSON SIGNING
James A. Byrnes
POSITION OF PERSON SIGNING
CEO
ATTEST:d,,,�/ _ ,
Weld County Clerk to the Bo
BY:
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Deputy Clerk to the Boars' ' ( ! „t 1� I Do �glas Rade
APPROVED AS TO FU DING:
6„,
a, as Dl1�iX%C'�
Controller
APPROVED AS TO FORM:
County Attorney
cher, Chair DEC
APPROVED AS TO SUBST_ ,
C In : Won •thee(
/► i
Director of General Services
Daptiv Subscription Agreement
Confidential
Page 5 of 7
0
DAPTIV HOSTED SUBSCRIPTION AGREEMENT
EXHIBIT A
FUNCTIONALITY SPECIFICATIONS - DAPTIV PPM
Project Planning Portfolio Manaaement
• Manage project initiation requests
• Rank and prioritize projects based on business
needs
Create portfolio views of projects
• Manage, track and compare multiple projects
• Project status communication to monitor
progress, risks and results
• Create portfolio views of projects
Work intelliaence Collaboration
Create custom views
• Add customer fields to standard applications
• View dashboards and reports
Resq_Uroe Management
• Estimate resource requirements
• Create capacity plans to allocate resources
View estimated costs
Project Management
• Create and define projects
• Monitor project health using color -coded Project Health
Indicators
• Create project schedules and assign tasks
• Identify, assign, and track issues
• Integrated timesheets for optional submittal by
each user of their time
End users configure their own views,
dashboards, and alerts
• Document repository
• Discussion threads
• Unread items
• Email notifications
Daptiv Subscription Agreement
Confidential
Page 6 of 7
Exhibit B
Please refer to the included document "Daptiv Hosted Agreement —Exhibit B.pdf"
Exhibit C
Please refer to the included document "Service Level Agreement —Exhibit C.pdt"
Exhibit D
Please refer to the included document "Customer Response Policy —Exhibit D.pdf"
Daptiv Subscription Agreement
Confidential
Page 7 of 6
DAPTIV HOSTED SUBSCRIPTION AGREEMENT
EXHIBIT B
Order Form
Order Number: EST -5658
Customer Information:
Bill To
Weld County
Primary Contact
Name: „i _ G arda_,-t
Email: .),}L'rag, ,- (a' CUi41C, 1,4. Gv -L1J
Phone: 7 (,) £DL( -& -S7 U X �a
Ship To
Weld County
Accounting Contact
Name: G QS 6;/1
Email: _
Phone:
Does the billing company require a Purchase Order for the purchase or payment of the products in this Hosted Subscription Agreement'?
Please select':
[ No
[}(Yes
If yes, please complete the following*:
PO Number:
PO Amount
Daptiv Information
Sales Rep: Nels Draper
Main Telephone:
Fax: 206.341, 9123
Special Invoicing Terms
All fees invoiced upon signature.
Products:
Daptiv PPM Standard
Daptiv Timesheet-Only
Subscribe to Live
Discount
20 11/30/2015 720.00 14,400.0C
35 11/30/2015 180.00 6,300.0C
1 11/30/2015 9,500.00 9,500.00
11/30/2015 -2,070.00 -2,070.0C
Total $28,130.00
EXHIBIT C
SERVICE LEVEL AGREEMENT
1. SERVICE.
1.1 Access. Daptiv shall make the Service
available twenty-four (24) hours per day, seven (7) days a
week with a minimum uptime level of ninety-nine and
seven tenths of a percent (99.7%) measured on an
aggregate monthly basis, with no single unscheduled
outage exceeding four (4) consecutive hours in a single
seven (7) day period. Should Daptiv incur an
unscheduled outage in excess of four (4) hours or more
than two (2) unscheduled outages in excess of two (2)
hours or more in duration within a single billing month,
upon notice by Customer and confirmation by Daptiv,
Customer will be credited 10% of that month's monthly
recurring payment. Such service availability does not,
however, include regularly scheduled maintenance or any
unscheduled downtime due to failures beyond Daptiv's
control (such as errors or malfunctions due to Customer's
computer systems, local networks or Internet
connectivity).
1.2 Scheduled Maintenance, Upgrades. Daptiv
shall conduct scheduled service maintenance of the
Service ("Scheduled Maintenance") after normal
business hours or on weekends. Daptiv shall give
Customer at least five (5) days prior notice of the exact
date and time of such Scheduled Maintenance via e-mail
or other timely means of communication.
2. DATA RETENTION AND RECOVERY. Daptiv shall
backup all data on Service as follows: (a) daily
incremental disk backups; (b) weekly full server backups;
and (c) weekly backup of all stored data at a secure
offsite location. Daptiv shall implement sufficient
measures to ensure that the backup data is accessible
and maintained in a manner to enable restoration of the
backup version of the Service in the event of a system
malfunction or outage.
3. REQUESTS FOR SUPPORT. Daptiv service
representatives will be available to respond to support
requests by phone (1-888-341-9117) and email
(support(g�daptiv.com) during the hours of 6:00 a.m. -
6:00 p.m. Pacific Standard Time, Monday through Friday
excluding nationally recognized holidays (the "Support
Hours"). Additional support for Daptiv products is
available through the following methods:
Searching the online knowledge base for
answers to common questions and issues
submitted by other customers at
http.//wwwdaptw.com/supportAbsearch.htm
Entering a support request on the support web
form at
http://www.daptiv.com/support/request form.htm
4. RESPONSE TIME. Daptiv service representatives
shall respond to all Customer support requests in a timely
and professional manner and in accordance with the
Daptiv's Customer Response Policy, which is available
upon request.
5. SECURITY MEASURES. Daptiv shall take, at a
minimum, the following measures to protect unauthorized
access to any Service:
5.1 At all times during the Term, Daptiv shall use
industry standard online intrusion detection technology to
protect third party access to Service;
5.2 Trained Internet security specialists shall
monitor Service for unauthorized access or use;
5.3 All access to the Service can be accomplished
via the most recent commercially released version of
Secure Socket Layer (SSL);
5.4 Daptiv shall protect Service with a firewall
configured to protect unauthorized access to the Service.
If Daptiv reasonably determines that the Protected
Services may be compromised, it shall notify Customer
and take necessary measures to protect all or affected
portions of the Service;
5.5 Daptiv shall generate and review logs with a
Daptiv network security specialist to detect unauthorized
activities relating to the Service every thirty (30) days;
5.6 In accordance with industry best practices,
Daptiv shall continually upgrade intrusion detection
systems and shall employ additional safeguards as
necessary to monitor Service;
5.7 All Daptiv personnel or technicians who
manage or support Service shall be under a duty or
contractual obligation to (i) protect Service from
unauthorized access or disclosure; (ii) keep confidential
all Daptiv-provided passwords for Service set up; and (iii)
comply with all applicable laws regarding data security and
privacy.
Confidential
dapt'v
Exhibit D
Customer Response Policy
Reported customer issues are reviewed and resolved via the process below.
Logging a Support Case
The Daptiv Support Portal, allowing immediate entry into our tracking system as well as visibility to all of your past and
present inquiries. Contact Support for access to the Support Portal.
The online web form under Help in Daptiv PPM or at http://www.daptiv.comIsupport/requestiorm htm
Via email at support(aidaptiv.corn
Via telephone at 1.888.341.9117
1111 Third Ave . Suite 700 I Seattle. WA 96101
m 206 341 9117 I 1 206 341 9123 I www daptiv com
Case Communication
When initially responding to a case, we will honor the communication preference you choose when the case is created.
We maintain a 2 business day SLA to follow up on cases requiring additional research. Our goal is to provide updates
within 2 business days, unless an alternate timeframe has been communicated. If you require a specific communication
plan, please communicate your needs to the Support Specialist assigned to your Case
• Case Response Times
Daptiv Support will respond to your initial inquiry or Case within 8 hours of receipt. during regular business hours
We maintain a 2 business day SLA to follow up on cases requiring additional research.
Cases resulting in an Issue requiring code changes will be managed according to Product Issue Response and Resolution
Matrix.
Issue Priority Assignment
Each Case resulting in an Engineering Issue is assigned a priority rating of 0 to 3 based on set criteria:
• Priority 0 = All Hands Issues = Critical system down Issue
Priority 1 = System is available, but an issue is blocking system use or feature functionality and has no workaround
Priority 2 = Potential blocking Issue, but a workaround exists to produce the desired results
Priority 3 = Not significantly impacting use of the system, workaround exists
Issue Prioritization for Resolution
Issues are prioritized for code solutions. with the following considerations
Priority 0 - All Hands Issues are handled immediately by a team of Daptiv Specialists These issues are
expedited and moved into production at the earliest date possible
Priority 1 - Issues:
• Issues resulting in the loss of use of system or feature.
• Issues affecting more than one customer.
• Issues with no workaround or an invasive workaround.
Priority 2 - Issues:
• Issues with significant impact to functionality
• Issues affecting more than one customer
• Issues with minimal effective workarounds.
Priority 3 Issues
• Issues with minor impact on system usability.
• Issues with reasonable workarounds
• Low business impact
• Escalation Process
If at any time you feel your Issue is not receiving appropriate attention based on your business needs the following
contacts can be used to discuss your issue further:
The Support Specialist assigned to the Case: communicate your desire to escalate the Case or Issue
The Director of Support. Tim Forehand tt: o rid gain./ ;,;n,. 206 239 7128
The Customer Success Representative assigned to your account
dapfv
1111 Third Ave., Suite 7001 Seattle, WA 98101
m: 206 341 91171 t. 206 341 9123 1 www.daptiv. corn
Response and Resolution Matrix:
Priority 0 (System Outage)
An essential business service is stopped or severely impacted and customers are unable to continue performing their work
in a reasonable manner and in an expected timeframe. There is no workaround.
Phase
Response Time Target
Time Description
Case Receipt
Immediate
Daptiv has received the Case and notifies
you of the Case number for tracking
purposes.
Case Research/ Resolution
Immediate
Daptiv is actively working to research the
reported problem and is communicating
status updates. This may require
assistance from you or your team.
Root Cause
Two business days
Root cause documented
Priority 1
An important customer business service is severely impacted, or an essential business service is critically impacted, but
there is a workaround that is not sustainable.
Phase
Response Time Target
Time Description
Case Receipt
2 business hours
Daptiv has received the Case and notifies
you of the Case number for tracking
purposes.
Case Research
4 business hours
Daptiv is actively working to research the
reported problem and is communicating
status updates. This may require
assistance from you or your team.
Issue
Prioritization
(5 - 10) business days
Daptiv has determined an Issue exists
and requires development efforts. Issue
will be evaluated and prioritized for
resolution.
Priority 2
A normal business service is slightly impacted and a temporary workaround m
Phase
Response Time Target
Time Description
Case Receipt
8 business hours
Daptiv has received the Case and notifies
you of the Case number for tracking
purposes.
Case Research
2 business days
Daptiv is actively working to research the
reported problem and is communicating
status updates. This may require
assistance from you or your team.
Issue
Prioritization
(5 - 10) business days
Daptiv has determined an Issue exists
and requires development efforts. Issue
will be evaluated and prioritized for
resolution.
dapt'v
1111 Third Ave., Suite 7001 Seattle, WA 98101
m: 206 341 9117 I C 206 341 9123 www.daptiv_cam
Priority 3
There is no impact to the business. These are informational only, and may reflect an area for possible service
enhancement or a workaround has been developed and is sustainable, as determined by Client.
Phase
Response Time Target
Time Description
Case Receipt
8 business hours
Daptiv has received the Case and notifies
you of the Case number for tracking
purposes.
Case Research
2 business days
Daptiv is actively working to research the
reported problem and is communicating
status updates. This may require
assistance from you or your team.
Issue
Prioritization
Five (5 - 10) business days
Daptiv has determined an Issue exists
and requires development efforts. Issue
will be evaluated and prioritized for
resdution.
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