HomeMy WebLinkAbout20151036.tiff RESOLUTION
RE: APPROVE LICENSE AND SUPPORT AGREEMENT AND AUTHORIZE CHAIR TO
SIGN - DECADE SOFTWARE COMPANY, 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 License and Support Agreement
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 Public Health and Environment, and Decade Software Company, LLC,
commencing February 20, 2015, and ending February 19, 2018, 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 License and Support Agreement 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 Public Health and Environment,
and Decade Software Company, 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 15th day of April, A.D., 2015, nunc pro tunc February 20, 2015.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLO DO
ATTEST: C,� / (L P `'
U.d�+a�L/ JC.«;� Barbara Kirkmeyer, Ch it
Weld County Clerk to the Board �^��^^��^///,t
Mike Freeman, Pro-Tem
B :
D..i y Clerk to he Board �i - _-_ EXCUSED
Sean P. Conway
APPROVED AS TO FORM:
--Julie A. Cozad
, 0.y . c�
County Attorney r /A ��¢ /kto-Le, , -
/4/9d3 'Ou A `'Steve Moreno
Date of signature: ` -+
CCiFmk *
2015-1036
HL0047
MEMORANDUM
TO: Esther Gesick, Clerk to the Board April 7, 2015
FROM: Ryan Rose, Chief Information Officer
_ � Leip
c o N7 K SUBJECT: Decade License and Support Agreement
Decade Software Company, LLC., provides licenses and support for the Envision
Connect software that is used by Weld County's Environmental Health Department
for restaurant and food service inspections. This agreement is to renew their
licenses and support. This agreement is in effect through 2/19/2018. The
requested cost is $19,800 annually.
We ask that the BOCC approve the contract agreement as submitted.
1
2015-1036
�t0003
LDECADE
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Weld County Health Department
License and Support Agreement
Agreement Number: 155-2015
Revision 1.1
04/03/2015
Signed contract must be returned,to Decade by Client,within 30 days of receipt.In the event I
signed contract is not received by Decade within 30 days of Client receipt, prices and terms
contained herein are subject to increase.
Table of ontents
1. Definitions 3
2. License 4
3. Ownership 4
4. Prices,Adjustments,and Taxes 5
S. Support Services 7
6. Items Not Covered by this License and Support Fee 9
7. Warranty and Limitation of Decade's Liability 10
8, Binding Dispute Resolution 11
9. Client Responsibilities 12
10. Version and Module Upgrades 12
11. Early Termination 13
12. Actions Upon Termination 13
13. Decade Staff 13
14. Access to Client Systems 13
15. Notice 14
16. General 15
17. Acceptance of Agreement 16
Appendix A, Volumes, Prices,and Payment Schedule for License Fees 17
Appendix B. Dates and Term 19
Appendix C. Professional Services Rates 20
Appendix D. Third Party Software 21
Appendix E. Microsoft SQL Server 22
DEaCADE
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LICENSE AND SUPPORT AGREEMENT
THIS AGREEMENT made this February 20, 2015
BETWEEN:
DECADE SOFTWARE COMPANY, LLC.("Decade")with principal place of business at 1195 West
Shaw Avenue, Fresno,California 93711, and the WELD COUNTY HEALTH DEPARTMENT
(hereinafter"Client)with principal place of business at 1401 No 17th Ave., Greeley, CO 80632.
WHEREAS Decade is the developer and owner of a certain set of software products marketed
using the trade name EnvisionConnect;
AND WHEREAS Client desires to obtain from Decade a revocable, non-exclusive, non-sub
licensable and non-transferable license for the Environmental Health Department to use Decade's
Licensed Programs and services;
NOW THEREFORE this Agreement witnesses that for good and valuable consideration,the receipt
and sufficiency of which are hereby acknowledged, and the mutual promises herein, the parties
agree as follows:
Appendices
The following appendices are attached to form part of this Agreement:
Appendix Description
Appendix A Volumes, Prices, and Payment Schedule for License Fees
Appendix B Dates and Term
Appendix C Professional Services Rates
Appendix D Third Party Software
Appendix E Microsoft SQL Server
In the event of a conflict between the main body of the Agreement and an Appendix to the
Agreement, the terms of the Appendix shall prevail.
1. Definitions
1.1. Agreement. The agreement set forth in this document
1.2. Licensed Materials.The term"Licensed Materials" shall mean computer programs, in object form,
and all related documentation and materials provided to Client under the terms of this
Agreement, Licensed Materials shall not include Source Code.
1.3. Licensed Programs.The term"Licensed Programs" shall mean the object code version of the
software, as well as all updates, enhancements and releases. Licensed Programs are a sub-set of
the Licensed Materials.
1.4. Source Code.The term "Source Code" shall mean a full source language statement of the
programs owned by Decade used to prepare the Licensed Programs, including any updates,
enhancements, revisions and modifications thereto that are provided to Client under this
Decade Software Company, LLC,
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to
Agreement.Source Code shall not include any source language statements for any portion of the
Licensed Programs owned by or sublicensed from third parties.
1.5. Effective Date.The term"Effective Date"shall mean a specific mutually agreed upon date as
defined in Appendix B, Dates and Term.
1.6. Anniversary Date.The term 'Anniversary Date"shall mean a specific mutually agreed upon date
as defined in Appendix B, Dates and Term.
1.7. Version.The term"Version"shall mean an issue of Licensed Programs,which has been made
available to the Client.
1.8. Professional Service Request(PSR).The term"PSR"shall mean the document and process
required to authorize professional services which are outside of those agreed to.
1.9. EnvisionConnect.The term EnvisionConnect shall mean the trade name for the Licensed Programs
provided under this Agreement as described in Appendix A.
1.10. Inspector.The term"Inspector"shall mean a Client staff member whose job function requires fifty
percent(50%)or more time is spent conducting field activities such as inspections or
investigations.
2. License
2.1. Decade hereby grants to Client,and Client hereby accepts from Decade,subject to the terms and
conditions of this Agreement,a revocable, non-exclusive,non-sub licensable and non-
transferable license("License")to use the Licensed Materials solely for Client's own use.The
License shall be restricted for use with one(1) production server database with a single set of
master code tables.
2.2. The License also authorizes Client to maintain a back up copy of the Licensed Programs for use
with databases for back up and testing purposes only.Client agrees to maintain appropriate
records on the quantity and location of all such copies,and produce same on demand by Decade.
Client agrees to include the Decade copyright notice on all copies, in whole or in part,in any
form.Client agrees to receive prior written approval from Decade before copying any portion of
the Licensed Programs for any other purpose,which Decade may,at its sole and unfettered
discretion, grant or not grant.
2.3. Client may not assign,sublicense or otherwise transfer, in whole or in part,the License,this
Agreement or any of its rights or obligations hereunder,whether voluntarily, by operation of law
or otherwise,without the prior written consent of Decade.
2.4. Client agrees to not allow access to the Licensed Programs to any third party without written
permission from Decade.
3. Ownership
3.1. Decade is the lawful owner or licensee of all proprietary rights whatsoever in the Licensed
Materials including any changes,additions,and enhancements in the form of new or partial
programs or documentation,but not as to limit the generality thereof,all copyright interests in
the Licensed Materials.All copies of the Licensed Materials provided to, or reproduced by,the
Client pursuant to this Agreement are,and remain the property of Decade.No rights in the
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Licensed Materials are granted to anyone other than those set forth in this Agreement.The Client
shall use its commercially reasonable best efforts to prevent any violations of the Decade's
property rights in the Licensed Materials and shall,under no circumstances,sell, lease,sublease,
sublicense,assign,barter,encumber,or otherwise transfer the Licensed Materials or use the
Licensed Materials for the processing of data for others,except as provided herein.
3.2. The Client shall have no right to modify,enhance or otherwise change the Licensed Materials in
any way without the prior written consent of Decade, however the Client shall be entitled to
merge the Licensed Materials into other materials to form a system,provided that upon
termination of the License granted by this Agreement,the Licensed Materials will be completely
removed from the system and treated as though permission to merge had never been granted.
Use of the Licensed Materials in a system shall remain subject to all other terms of this
Agreement.
3.3. The Licensed Materials and all other data or materials supplied by Decade to Client are
confidential and proprietary to Decade, protected by law and of substantial value to Decade,and
their use and disclosure must be carefully and continuously controlled;
3.4. The Licensed Materials and the Source Code are protected by the Copyright Laws of the United
States.
3.5. All logos,trademarks and trade names of Decade are proprietary to Decade and may only be
used as authorized in writing by Decade.
3.6. Client shall keep all property of Decade free and clear of all claims, liens and encumbrances.
3.7. Client shall notify Decade immediately of the unauthorized possession, use or knowledge of any
item supplied to Client pursuant of this Agreement.
3.8. In the event Client breaches or attempts to breach any of the provisions of this Section 3,Decade
shall have the right,in addition to such other remedies which may be available to it,to injunctive
relief enjoining such breach or attempt to breach,it being acknowledged that legal remedies are
inadequate.The provisions of this Section 3 shall survive termination of this Agreement.
4. Prices, Adjustments, and Taxes
4.1. Prices for license fees and professional services are contained in Appendices A and C.The original
license and annual fees are based on the number of Inspectors specified in Appendix A.
4.2. Client agrees to pay for additional Inspectors as they are added at Decade's then prevailing
license and maintenance fees.
4.3. After the initial term and for successive terms thereafter,Decade will notify Client at least sixty
(6D)days prior to the end of the then current term of Decade's intent to increase prices for the
successive term.
4.4. Any tax,such as sales and use taxes,exclusive of property and income taxes,that Decade is
required to collect or pay based upon the sale or delivery of products or services under this
Agreement shall be paid by Client to Decade,or Client shall pay directly to the taxing agency with
proof of payment provided to Decade.This obligation extends retroactively if so assessed by a
taxing agency.
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4,5. If Client is using the Licensed Programs in California,and receives the Licensed Programs on
tangible personal property(for example floppy disks, magnetic tape,Zip disk,CD-ROM, or any
other medium by which the Licensed Programs are temporarily stored to effect transfer to Client's
computer)then the full license and support fee,as well as training and conversion fees,are
subject to California sales and use tax.The definition of transfer is the leaving behind of such
tangible personal property. However,if the Licensed Programs are received by Client over
communication lines,via the Internet, a bulletin board service or through a direct connection
between Client and Decade computers,the license and support,training, and conversion fees are
not subject to sales and use tax.In California,all parts and supplies are subject to sales and use
tax,and hourly-based professional services,other than training and file conversion for the
Licensed Programs,are not.
4.6. If Client is using the Licensed Programs in a state other than California then Client is responsible
for knowing the sales and use tax rules of that state.
4.7. Decade will assess and Client agrees to pay a late charge of 1 1 %per month,or the highest
amount allowed by law, for each month a payment is 30 days past due.
4.8. Decade reserves the right to withhold services for non-payment of fees.
4.9. Section 6 lists products and services that are not included in the license and support fee.Fees for
Client's use of these items are due and payable when invoiced.
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software software company
5. Support Services
The following services are included in the license and support fees:
5.1. Telephone Support Decade provides toll free phone support during Decade's regular
business hours(6:00 A.M.to 6:D0 P.M., Pacific Time, Monday through
Friday,with Federal and State holidays excluded.)Authorized callers
will be limited to the Client's Primary IT and Primary CS Contacts.
Holiday's Include:
• New Year's Day
• Martin Luther King Jr. Birthday
• Presidents' Day
• Memorial Day
• Independence Day
• Labor Day
• Thanksgiving Day
• The Friday after Thanksgiving
• Christmas Eve
• Christmas Day
Issues can be reported 24-hours a day via Decade's web-based
incident reporting system,e-mail,fax, or telephone.Decade supports
both the applications it develops and provides first-tier support the
database backend on which these applications run.
Incident Response Time
• E-mail,Phone,or Fax Submissions: One(1)hour M-F,Sam to
8pm with Federal and State holidays excluded
• Internet Submission:instantaneous Web response with
incident tracking number
5.2. Web-based Support All clients have 24-hour access to Decade's web resources.
• Incident Reporting
• Resolution Reporting
• System Documentation
• 'Did You Know"Articles
• Online Support Forms
5.3. Licensed Programs Decade will provide Licensed Programs maintenance,which includes
Maintenance defect fixes,and any other required modifications to keep the Licensed
Programs in conformance with the specifications contained in the then
current Decade Licensed Materials.Decade will amend the
specifications only to remove documentation errors, provide
consistency of interpretation or describe improvements to the Licensed
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DECADE
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Programs.Decade will correct any error or malfunction in the Licensed
Programs that prevents them from operating in conformance with the
then current Licensed Materials,or Decade will provide a commercially
reasonable alternative that will conform to the then current Licensed
Materials.
If Client's system is inoperable due to a reproducible error or
malfunction, and Client is using the current release of the Licensed
Programs, Decade will provide continuous effort to correct the error or
malfunction.
5.4. User Community Tools User Groups:User group meetings occur on a frequency determined
by the user community.These meetings allow users to share ideas,
workflows, etc. Client may send representatives to any user group
meeting conducted by Decade clients.
Decade's clients use a Community Web Site to share information such
as workflows for the Licensed Programs, environmental regulation
workflows,user-customized reports, and general questions and
answers.
Clients have the freedom to upload/download useful reports, scripts,
and other files at times most convenient to them. In addition, they can
join groups, be automatically notified when updates are made to their
group, when questions are posed by others, when responses are
provided to questions,etc.
5.5. Refresher Training There will be no charge for refresher training conducted at Decade's
office on mutually agreeable dates, if the material was covered and the
attendee(s)Attended Client's initial training. Refresher training does
not include training for new Licensed Programs or Client staff that have
not been trained before,which are billable services.
5.6. Client Relationship Decade utilizes a Client Relationship Management(CRM)software
Management application that enables Decade to manage every aspect of our
relationship with the client. Client information acquired from sales,
marketing,client service, and support is captured and stored in a
centralized database to improve client satisfaction. Decade will not
release any Client information without prior authorization from the
Client.
5.7. Service Modification Decade has the right to eliminate, add to, or modify these services.
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6. Items Not Covered by this License and Support Fee
6.1, The following services will be provided on a fee basis.Appendix A contains prices for license fees
that are agreed upon as a condition of this Agreement.Services not specifically included can be
obtained from Decade after completion and approval of a Professional Service Request(PSR)at
the rates identified in Appendix C.
6.2. Support Initiated Outside Normal Decade's normal working hours are 6:00 A.M.to 6:00
Working Hours P.M.,Pacific Time, Monday through Friday,with Federal
and State holidays excluded.If Client requires or
initiates service outside these hours,Client will pay for
such support at Decade's prevailing rates.
Holiday's Include:
• New Year's Day
• Martin Luther King Jr.Birthday
• Presidents'Day
• Memorial Day
• Independence Day
• Labor Day
• Thanksgiving Day
• The Friday after Thanksgiving
• Christmas Eve
• Christmas Day
6.3. Data Conversion
6.4. Data Correction or Restoration Unless caused by Decade's negligence while working
on Client's system.
6.5. Custom Programming
6.6. Software Implementation
6.7. Initial and New Staff Training
6.8. Client will reimburse Decade for out of-pocket costs expended on Client's behalf, unless such
costs are caused by Decade's negligence.These can include travel and per diem,parts and
supplies, media and reproduction, and long distance calls initiated from Decade to Client's
system. Decade will obtain Client's prior approval before expending more than$100.00 per
incident.
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Dtware company
ECADE
7. Warranty and Limitation of Decade's Liability
7.1. Decade warrants that it is the owner or licensee of the Licensed Materials and that it has the right
to grant the License granted hereunder.Decade agrees to defend Client against, and pay the
amount of any adverse final judgment(or settlement to which Decade consents)resulting from
third party claim(s) (hereinafter"Indemnified Claims")that the Licensed Materials infringe any
copyright or patent; provided Decade is notified promptly in writing of the Indemnified Claims
and has sole control over its defense or settlement, and Client provides reasonable assistance in
defense of same.
7.2. Decade warrants that the Licensed Programs will perform substantially in accordance with its
then-current Licensed Materials,at no additional cost to Client, provided that:(a)the Licensed
Programs have not been modified, changed or altered by anyone other than Decade or as
authorized by Decade in writing; (b) Client is operating the then-current version of the Licensed
Programs; (c)Client's computer system is in good operating order and is installed in a suitable
operating environment;(d) Client's computer system configuration used in the operation of the
Licensed Programs meets Decade's approved specifications; (e)the error or defect is not caused
by Client or its agents, employees or contractors;(f)Client promptly notifies Decade of the error
or defect when it is discovered;(g)all fees then due to Decade have been paid;and (h)Client is
not otherwise in breach of its obligations under this Agreement.In such event, Decade shall use
its commercially reasonable efforts to cause the Licensed Programs to perform substantially in
accordance with its then-current Licensed Materials as soon as reasonably practicable under the
circumstances.
7.3. If Client notifies Decade of such error or defect and, after investigation by Decade,Decade
determines that such error or defect occurred as a result of Client not being in compliance with
one or more of the reasons listed in Section 7.3 above,then Client shall reimburse Decade at
Decade's then prevailing rates for all costs incurred in investigating such error or defect.
7.4. EXCEPT AS SPECIFICALLY SET FORTH HEREIN,THERE ARE NO OTHER WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PROGRAMS,THE LICENSED
MATERIALS OR ANY UPDATES, ENHANCEMENTS OR RELEASES THERETO,OR ANY OTHER
SERVICES OR GOODS PROVIDED BY DECADE TO CLIENT IN CONNECTION WITH THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.AS AN EXPRESS LIMITATION OF LIABILITY,CLIENT'S SOLE
AND EXCLUSIVE REMEDIES AND DECADE'S ONLY OBLIGATIONS UNDER THE WARRANTIES SET
FORTH ABOVE AND THIS AGREEMENT IS TO CAUSE THE LICENSED PROGRAMS TO OPERATE
SUBSTANTIALLY IN ACCORDANCE WITH DECADE'S THEN-CURRENT LICENSED MATERIALS OR
TO CORRECT THE THEN-CURRENT LICENSED MATERIALS AT DECADE'S SOLE AND UNFETTERED
DISCRETION.
7.5. DECADE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED
PROGRAMS SHALL MEET CLIENT'S REQUIREMENTS OR SHALL OPERATE IN COMBINATION WITH
OTHER SOFTWARE OR SYSTEMS WHICH CLIENT SELECTS FOR USE, OR THAT THE OPERATION OF
THE LICENSED PROGRAMS SHALL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS
AND DEFECTS HAVE BEEN IDENTIFIED AND CORRECTED BY DECADE.
7.6. DECADE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL
OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER SUFFERED OR INCURRED BY
CLIENT AS A CONSEQUENCE OF THE USE OR PERFORMANCE OF THE LICENSED PROGRAMS OR
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OTHERWISE, EVEN IF DECADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.IN
ANY EVENT, UNDER NO CIRCUMSTANCES SHALL DECADE BE LIABLE FOR ANY LOSS,COST,
EXPENSE OR DAMAGE TO CLIENT IN AN AMOUNT EXCEEDING THE SUM OF THE INITIAL LICENSE
FEE ACTUALLY PAID BY CLIENT TO DECADE UNDER THIS AGREEMENT,WHETHER ARISING AS A
RESULT OF:(A)ANY BREACH OF THIS AGREEMENT BY DECADE;(B)ANY ACT OR FAILURE TO ACT
OF DECADE; OR(C)ANY CLAIM MADE AGAINST CLIENT BY ANY OTHER PARTY,EVEN IF DECADE
HAS BEEN ADVISED OF THE CLAIM OR POTENTIAL CLAIM.CLIENT AGREES THAT IT SHALL NOT
ASSERT ANY CLAIMS AGAINST DECADE BASED ON ANY THEORY OF STRICT LIABILITY.
7.7. General Indemnification
7.7.1. Any obligation by Decade to defend or indemnify Client shall be conditioned per Client doing
all of the following:
7.7.1.1. Notifying Decade of the claims,damages, losses and/or expenses in writing within a
reasonable period of time, such that Decade suffers no prejudice to its rights;
7.7.1.2. Giving Decade the right to control and direct the defense and settlement of that
action;
7.7.1.3. Making no compromise,settlement or admission of liability;and
7.7.1,4. Providing reasonable assistance and cooperates in the defense of that action.
7.7.2. Decade's obligations as stated in this section will not apply to any claim, suit or proceeding to
the extent it is based on any of the following:
7.7,2.1. Any modification of the EnvisionConnect software other than by Decade,or the
combination of the software with non-Decade software or any hardware that fails to
comply with the EnvisionConnect hardware and software requirements;
7.7.2.2. Client's use of other than the latest release of the EnvisionConnect software if Client is
informed that a claim,suit or proceeding can be avoided by use of the latest release;
7.7.2.3. Any use of the EnvisionConnect software not authorized by this Agreement;or
7.7.2.4. Any modification or derivative work made by Decade based on Client's instructions,
designs or specifications.
8. Binding Dispute Resolution
8.1. The parties shall use reasonable efforts to amicably settle all disputes, controversies, or
differences,which may arise between them("Dispute").If no resolution is reached,the parties
shal submit the Dispute to a mutually acceptable mediator,initiated by written demand of one
party served on the other,and if the mediator determines that the Dispute cannot be resolved by
mediation,then the Controversy shall be submitted to binding arbitration in accordance with the
rules and regulations of the American Arbitration Association.Arbitration shall take place in
Greeley,Colorado.The arbitration award shall be supported by written conclusions of law and
fact.Punitive damages shall not be permitted under any circumstances.The existence of the
dispute,the dispute resolution process and the arbitrators'award shall be maintained
confidential, provided that the arbitrators'award may be entered as a final judgment in any court
in Weld County, Colorado having jurisdiction.The provisions of this Section 8 shall not apply to
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those instances in which either party is entitled to seek injunctive relief pursuant to the terms of
this Agreement and desires to do so
9. Client Responsibilities
Client is responsible for the following:
9.1. Timely payment of Decade invoices.
9.2. Provisions of a test system,and use of said system, prior to installing any enhancements,Versions,
or Licensed Programs.This shall include testing of any changes made by the Client, including but
not limited to:
• Reports
• Page Layouts
• Support Codes
• Configurations
9,3. Provision of appropriate operating environment for Client's computer system, Client employees,
and Decade staff when at Client location.
9.4. Provision of knowledgeable, competent operators with an understanding of Client's operations.
9.5. Scheduled training to properly prepare Client's staff to use Licensed Programs.
9.6. Backing up files and Licensed Programs daily, or whenever they change,and keeping them in a
secure place.
9.7. Notifying Decade of a problem as soon it appears.
10. Version and Module Upgrades
10.1. Decade will periodically make Licensed Programs upgrades and enhancements available to Client.
Decade will provide the necessary instructions and software tools so Client can install the
upgrades and modifications.
10.2. Decade will test each new Version in beta prior to releasing the software to Client. Client will be
provided a test environment in which new Versions will be installed prior to the release of a
production Version.
10.3. Client will maintain its system at the current release level of the Licensed Programs.Ninety(90)
days after the release of a new Licensed Programs Version,Decade will not be obligated to
maintain prior Versions.Decade will have the sole discretion to decide if new Licensed Programs
are a no charge upgrade, a no charge enhancement,or a billable offering.Billable offerings are
optional, and Client will not be required to purchase them to maintain the current release level.
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11. Early Termination
11.1. Either party may terminate this Agreement for a material breach of this Agreement. provided that
the party in default has not cured or corrected such breach within thirty(30)days of receiving
notice of such breach from the non-breaching party. Such termination may be in addition to any
other rights and remedies the terminating party may have at law or in equity.
11.2. This Agreement may be terminated by Client at any time by giving written notice to Decade as
specified herein,which notice shall be given at least one hundred eighty(1.80)days prior to the
effective date of termination. If the Agreement is terminated by Client, Decade will be paid for all
products provided and services perform on or before the effective date of termination.
12. Actions Upon Termination
12.1, Client will cease using Licensed Materials immediately upon termination.
12,2. Within thirty(30) days after termination for any reason,Client will furnish Decade an affidavit
certifying that the original and all copies,in whole or in part, of the Licensed Materials have been
removed from Client's hardware and either returned to Decade or destroyed by Client.
12.3. Client will pay all amounts due Decade.
13. Decade Staff
13.1. Client shall not attempt to hire any current or former Decade staff member without prior written
consent from Decade.
14. Access to Client Systems
14.1. Client agrees to install such telephone lines, communications software, and communications
equipment necessary to allow remote access to Client's computer system.This access will be used
to provide technical support and problem resolution. Client shall install its own security measures
to prevent unauthorized access.Client shall be responsible for all expenses associated with
obtaining and installing such telephone lines and communication equipment. Decade shall
provide Client with the appropriate communication software at no additional cost.In the event
Decade has to access Client's system remotely, Client shall reimburse Decade for the cost of the
telephone call.
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15. Notice
15.1. Any notice,request,demand,consent,or other communications provided or permitted hereunder
shall be in writing and given by personal delivery,transmitted by facsimile,or sent by ordinary
mail,postage paid,addressed to the party for which it is intended at its address as follows:
For Decade:
Attention:Kevin Delaney
1195 West Shaw Avenue
Fresno,CA 93711
Phone: 800-233-9847 Ext.703
Fax: 559-222-1365
E-mail: kevindelaney@decadesoftware.com
For Client:
Trevor Jiricek
Director
1555 North 17th Avenue
Greeley, CO 80631
Phone: (970)304-6415 Ext.2214
Fax: (970)304-6498
E-mail: tjiricek@co.weld.co.us
For IS Contact:
Sheila Batson
1401 No 17th Ave.
Greeley,CO 80632
Phone: (970)304-6570 Ext.2539
Fax: (970) 304-6572
E-mail: sbatson@co.weld.co.us
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16. General
16.1. Any clause of this Agreement found to be unenforceable shall be severed from this Agreement
and the remainder of the Agreement shall remain in full force and effect.
16.2. Any waiver of any clause of this Agreement shall not constitute a subsequent waiver of that clause
or any other clause.Failure or delay of either party to enforce compliance with any clause shall
not constitute a waiver of such clause.
16.3. Government Immunity. No term or condition of this contract shall be construed or interpreted as
a waiver,express or implied,of any of the immunities,rights, benefits, protections or other
provisions,of the Colorado Governmental Immunity Act 24-10-101 et seq.,as applicable now or
hereafter amended.
16.4. This Agreement shall be governed by Colorado law, and the court of competent jurisdiction shall
be in Greeley, Colorado.
16.5. This Agreement replaces all other prior agreements,orally or in writing,relating to the subject
matter contained herein, including any made by other parties such as distributors, consultants,
dealers or resellers.This Agreement can only be modified in writing as approved by authorized
signatories of both parties.
16.6. This Agreement is binding upon and shall inure to the benefit of the legal successors and assigns
of the parties.
16.7. Unless otherwise provided herein, Decade may utilize third parties to provide certain services,
products or licenses.
16.8. Extension or Modification. Any amendments or modifications to this agreement shall be in
writing signed by both parties.
16.9. 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.
16.10. "County has the right to terminate this Agreement,with or without cause on 180 days written
notice."
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17. Acceptance of Agreement
IN WITNESS WHEREOF,the parties have duly executed this Agreement as of the date first stated
above.
NAME OF CON rttgCT
By:NAME OF PERSON SIGNING
/
POSITION OF PERSON SIGNING
ATTEST: divirev ,Lto,ok. BOARD OF COUNTY
COMMISSIONERS
Weld Co ty Clerk to the Board
ELD COUNTY, COLORADO
BY: it 4 e. •�: /r. /J1` _ TL)-LA.Deputy Clerk o the ••c rd ; _ � Barbara Kirkmeyer, Chair APR 1 5 2O1
• ttst
APPROVED AS TO FUN+ G: r +'r APPROVED AS TO SUBSTANCE:
zi
Controller r Information Officer
i\i/A —
APPROVED AS TO FORM: _
Director of General Services
County Attorney
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Appendix A. Volumes, Prices, and Payment Schedule for
License Fees
A.1 Number of Inspectors
Inspectors and Program Areas Numbers
Number of Inspectors 10
Number of Inspectors Using EnvisionConnect Remote 10
A.2 Licensed Programs
EnvisionConnect—Licensed Programs Included in this Agreement:
® EnvisionConnect
® EnvisionConnect Remote Use
❑ EnvisionConnect Hosting
❑ Extender
❑ Batch Payments Import Tool(BPI)
❑ PA to CUPA Transfer Process
❑ Mobile Vector Control Management
A.3 EnvisionConnect Prices
A.3.1 Prices
No.of
Ck Annual License and Support Fees Inspectors Monthly Rate Monthly Cost Annual Cost
® EnvisionConnect 10 $ 105.00 $ 1,050.00 $ 12,600.00
® EnvisionConnect Remote Use 10 $ 60.00 $ 600.00 $ 7,200.00
TOTAL S 1,650.00 S 19,800.00
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All invoices are payable net thirty(30)days.
A.4 Payment Frequency
Annual License Renewal Fees will be paid in advance annually.
Ck Payment Frequency
® Annually
❑ Quarterly
❑ Monthly
A.5 Client Taxes
Tax Rate Exempt Exemption Number
0
0
A.6 Client Contact for Billing Issues
Client Contact Person for Billing Issues
Sheila Batson
1401 No 17th Ave.
Greeley, CO 80632
Phone: (970)304-6570 Ext.2539
Fax: (970)304-6572
E-mail• sbatson@co.weld.co.us
All invokes are to be emailed to: billing.ITPweldgov,com
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Appendix B. Dates and Term
This Agreement shall become effective as specified below("Effective Date") or when Decade
provides the Licensed Programs or services hereunder,whichever is earlier.
The month and day of the Effective Date shall determine the anniversary date(hereinafter
"Anniversary Date').
This Agreement shall have a term of three years,02/20/15 to 02/19/18.
In the event the Agreement is not terminated, as specified herein, it shall be automatically
renewed for successive(one year] terms on the same conditions in effect at the conclusion of the
ending term.
Either party may terminate this Agreement at the end of the init'al or any successive term by
giving the other party at least sixty(60)days prior written notice.
Milestone Summary
Milestone Date
Effective Date: 02/20/15
Agreement Term Begins 02/20/15
Agreement Term Ends 02/19/18
•
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Appendix C. Professional Services Rates
Any services requested outside of those listed in Section 5 Support Services will require
authorization through a Professional Service Requests (PSR)signed by both parties.
The following rates will apply for the listed professional services.
Item Rate Per Unit
Professional Services
• Custom Programming $126.00 Hour
' Consultation $126.00 Hour
• Report Development $126.00 Hour
Training
• Training at Client Facility. $1,470.00 Day
Maximum of 6 participants
• Training at Client Facility- $2,205.00 Day
Maximum of 15 participants
• Training at Decade Facility $1,470.00
• Training Online Using WebEx $163.50 Hour
Support
' Phone Support Outside Normal $189.00 Hour
Service Hours
• Third Party Support $126.00 Hour
Travel Expenses
An estimate of per diem travel expenses will be provided at the time the PSR is created.
These prices may be increased annually on the Anniversary Date,upon at least sixty(60)days
prior notice to client.
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Appendix D. Third Party Software
D.1 SAP Crystal Reports
Crystal Reports is a database report designer and viewer owned by SAP. Decade utilizes Crystal
Reports to design "canned"and custom reports that are later distributed with the Licensed
Materials.The Licensed Materials includes a server-side report generation component.This is
allowed under section 4.2.5 of the Crystal Reports Standard, Professional, and Developer License
Agreement. Use of the server-side report generation component within the Licensed Materials is
subject to the following terms.
D.1.1 Client agrees not to modify: disassemble, decompile,translate, adapt or reverse-engineer the
Runtime Product or the report file(.RPT)format;
D.1.2 Client agrees not to distribute the Runtime Product to any third party;
D.1.3 Client agrees not to use the Runtime Product to create for distribution a product that is
generally competitive with SAP product offerings;
D.1.4 Client agrees not to use the Runtime Product to create for distribution a product that convents
the report file(.RPT) format to an alternative report file format used by any general-purpose
report writing, data analysis or report delivery product that is not the property of SAP;
D.1.5 Client agrees not to use the Runtime Product on a rental or timesharing basis or to operate a
service bureau facility for the benefit of third-parties;
D.1.6 SAP AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPUED,INCLUDING
WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE,AND NONINFRINGEMENT OF THIRD PARTY RIGHTS.SAP AND ITS SUPPUERS SHALL
HAVE NO UABIUTY WHATSOEVER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, COVER OR OTHER DAMAGES ARISING UNDER THIS AGREEMENT OR IN
CONNECTION WITH THE SOFTWARE.
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Appendix E. Microsoft SQL Server
El SQL Server
Microsoft SQL Server 2008 Standard Edition (or higher) or Microsoft SQL Server 2012 Standard
Edition (or higher)is a database management system required by the Licensed Materials.
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