HomeMy WebLinkAbout20142772 RESOLUTION
RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES AND AUTHORIZE CHAIR
TO SIGN - DATABANK
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 Professional 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, and
Databank, with 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 Professional 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, and Databank 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 10th day of September, A.D., 2014.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO ATTEST: daisy 24 ;,A, ,,a�:, coon
Douglas ademache , Chair
Weld County Clerk to the Bo- •� ♦ ,
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• ��:arbara Kirkmeye , Pro-Tem /
ty Clerk o the =��• „',.� � �
can P. Conway
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/Miikke Fre
County ttorney __
William F. Garcia
Date of signature: gillin
4'12 2014-2772
IT0002
MEMORANDUM
TO: Weld County BOCC May 20, 2014
FROM: Ryan Rose, Chief Information Officer
SUBJECT: DataBank Contract Management System
Weld County IT is requesting approval to proceed with the attached SOW from DataBank for the
implementation of a Contract Management System for Weld County. Weld County IT, working
with other Weld departments and the BOCC has reviewed several systems, including attending
open vendor presentation at the University of Northern Colorado. During this discovery phase, it
was determined that Weld County can leverage an existing Weld IT system (software and
hardware) for the Contract Management System which equates to large cost savings for the
County.
The approved budget for this project is $50,000. We request the BOCC approval the Contract
Management Discovery phase of the project which is estimated at $15,258.00. DataBank has
included in the SOW a not to exceed for the project of$45,000.00. Weld IT anticipates the
remaining $5,000.00 will be used for additional licenses needed to leverage the existing Weld
system.
2014-2772
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN WELD COUNTY & DATABANK
THIS AGREEMENT ("Agreement") is made and entered into this 8th day of September, 2014, by and between
the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County
Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as
"County," and DataBank , a Minnesota Corporation, licensed to do business in the State of
Colorado, who's address is 6101 Baker Road, Suite 207, Minnetonka, MN 55345 , hereinafter referred to as
"Contractor".
WITNESSETH:
WIIEREAS, County desires to retain Contractor as an independent Contractor to perform services as
more particularly set forth below; and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill,
expertise, and experience necessary to provide the equipment, materials and services as set forth below; and,
WHEREAS, Contractor designs, develops, and licenses its own computer software programs, all of
which are hereinafter referred to as "software," and
WHEREAS, County desires to purchase from Contractor licensed computer software for the purpose of
defining requirements for a contract management system.
NOW THEREFORE, County agrees to buy from Contractor, and Contractor agrees to perform services
as described herein.
1. INTRODUCTION
The terms of this Agreement are specified in this document and in Exhibit A, which are an integral part
of this Agreement, are referred to herein, and are attached hereto and made a part hereof.
Exhibit A, Statement of Work for professional services.
2. DEFINITIONS
2.1 COMPUTER means a machine or system, which uses logical devices ("central processing units") to
process information, such as a multiprocessor computer system or a workstation.
2.2 DESIGNATED COMPUTER(S) means specific Computer(s), including replacements, modifications,
upgrades and additions thereto, upon which the application software is compiled or installed and executed.
2.3 SOFTWARE DOCUMENTATION means the standard user documentation published or provided on-
line by Contractor, or distributed by Contractor under a third party license, describing the use of the Software,
including any tutorial presentation of the capabilities of the Run-Time Versions and may include technical
documentation which describes the design of the Software. Software Documentation may be released in an
electronic media format. Notwithstanding the foregoing, Software Documentation does not include any third
party software documentation.
2.4 PRODUCT UPDATE means a change or new release of the Software or Software Documentation
designed to correct Software Problem(s).
2.5 PRODUCT UPGRADE means a change or new release of the Software or Software Documentation
designed to enhance the features of the licensed Software version or otherwise improve the functionality of the
licensed Software version.
2.6 RUN-TIME VERSION means a program that is used to execute the Software and other utilities that are
a part of the Software, but which does not allow a User to change the Software or to create new and different
Software features.
2.7 SOFTWARE means all of the computer software program versions listed in Exhibit _A_ and are
considered a part of the Contractor's "deliverables" and shall include all updates, enhancements, modifications,
or upgrades provided under the terms of this Agreement or a related support agreement. Notwithstanding the
foregoing, Software does not include any third party software, unless set forth on Exhibit A
2.8 SOFTWARE PROBLEM(S) means defective Software distribution media and/or a failure of the
Software to function substantially in accordance with the Software Documentation.
2.9 SOURCE CODE means a compilable copy of the Software which allows the Software installer to
compile the Software into a Run-Time Version using the appropriate Development System; some portions of
the Source Code may already be compiled by Contractor and provided in an executable, Run-Time or object
code version.
2.10 USER means the unique combination of one log-in on one software display device. (Does not apply if a
license is required for each CPU)
3.11 PUBLIC ACCESS MODULE means a unique subset of Software provided for the purpose of
providing third parties read-only access to County data.
2.12 EXECUTION DATE means the date, after installation of the Software, upon which County (in
writing), accepts the Software.
2.13 MATERIAL BREACH means the failure to achieve a milestone as set forth in Exhibit_A .
2.14 SEVERE SYSTEM MALFUNCTION means the failure of the Software to perform as represented by
Contractor in Exhibit A.
2.15 ACCEPTANCE means County's willing receipt of the products, services and Software offered by
Contractor, and County's agreement to pay for said products, services and Software. County shall always
evidence Acceptance by a written statement, and not by payment alone.
3. TERM
3.1 Term. The licenses granted under this Agreement shall commence upon the County's Acceptance of the
Software and shall continue unless County does not renew in accordance with the provisions of this Agreement.
However, both of the parties to this Agreement understand and agree that the laws of the State of Colorado
prohibit County from entering into Agreements which bind County for periods longer than one year. Therefore,
within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contractor if it
wishes to renew this contract.
3.2 Termination. County has the right to terminate this Agreement, with or without cause on thirty (30)
days written notice. If County terminates this Agreement as a result of Contractor's failure to attain a milestone
as set forth in Exhibit A within sixty (60) days after notice from County that Contractor has failed to meet the
milestone as anticipated, County shall be relieved from all further obligations under this Agreement.
Contractor may terminate this Agreement if County fails to pay any license fees owing and which are more than
thirty (30) days past due. Contractor may also terminate the Agreement if County breaches any agreement or
obligation in this Agreement and fails to remedy such breach or demonstrate a good faith effort to remedy such
breach within thirty (30) days after receiving written notice of such material breach from Contractor.
HOWEVER, as Contractor has no rights in County's continued subscription to Contractor's services under the
Support, Update and Upgrade provisions as set out in Section 9.3 and Exhibit A of this Agreement, future
action by County to refuse to accept such services shall not give rise to any right of Contractor under this
Agreement.
Upon termination, both parties shall be relieved from any further obligations to one another under this
Agreement.
3.3. Extension or Modification, Any amendments or modifications to this agreement shall be in writing
signed by both parties. No additional services or work performed by Contractor shall be the basis for additional
compensation unless and until Contractor has obtained written authorization and acknowledgement by County
for such additional services. Accordingly, no claim that the County has been unjustly enriched by any
additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase
in the compensation payable hereunder. In the event that written authorization and acknowledgment by the
County for such additional services is not timely executed and issued in strict accordance with this Agreement,
Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result
in non-payment for such additional services or work performed.
4. COMPENSATION
County shall compensate Contractor in a sum computed and payable as set forth in Exhibit A
Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal
business hours unless specifically authorized in writing by County.
b. If, at any time during the term or after termination or expiration of this Agreement, County
reasonably determines that any payment made by County to Contractor was improper because the Software for
which payment was made did not perform as set forth in this Agreement, then upon written notice of such
determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to
County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any,
shall forthwith be returned to County.
c. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor
agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made
pursuant to the terms of this Agreement.
d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no
obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period
after December 31 of any year, without an appropriation therefore by County in accordance with a budget
adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised
Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment(Colorado
Constitution, Article X, Sec. 20).
5. LICENSES
5.1 Grant of License. Contractor grants to County the non-exclusive and non-transferable right to have the
Users execute the Software on the Designated Computers, and to use the associated Software Documentation
only for County's internal business purposes and only with County's data, subject to the terms and conditions of
this Agreement and in consideration of payment of the agreed upon license lees.
5.2 Rights of County. County may access the Software lawfully licensed to County on any configuration of
computers or display devices connected to the Designated Computer(s). County may transfer the Software to
any electronic storage device connected to the Designated Computer(s), provided County keeps the original
solely for backup or archival purposes. County has the right to approve all personnel supplied by Contractor to
perform services rendered under this Agreement.
6. PROPERTY RIGHTS AND CONFIDENTIALITY
6.1 Ownership. All title and rights of ownership in the Software and Software Documentation remain
with Contractor and/or its suppliers and are protected by copyright, patent, and/or trade secret laws. County
agrees to take all reasonable steps to protect Contractor's and its suppliers' proprietary rights in the Software
and Software Documentation including, but not limited to, the proper display of copyright, trademark, trade
secret, and other proprietary notices on any copies of the Software. County must reproduce and include any
copyright, trade secret, trademark, or proprietary data notices, and other legends and logos on the backup
copies. County agrees to assist Contractor in the defense of Contractor's and its suppliers' ownership of the
Software and Software Documentation against all claims, liens and legal processes of creditors of County, and
further agrees, to the extent it is able in the normal course of business, to keep the Software and Software
Documentation free and clear of all such claims, liens, and processes. However, the parties agree that County
shall have all rights of ownership of the Software, once it has paid the contracted price for said Software, except
the right to re-sell said Software.
6.2 Confidentiality. Confidential financial information of the bidder should be transmitted separately
from the main bid submittal, clearly denoting in red on the financial information at the top the word,
"CONFIDENTIAL." However, the successful bidder is advised that as a public entity, Weld County must
comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the
confidentiality of all documents.
Contractor agrees to keep confidential all of County's confidential information, Contractor agrees not to sell,
assign, distribute, or disclose any such confidential information to any other person or entity without seeking
written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the
confidential and proprietary nature of this confidential information and of the restrictions imposed by this
agreement.
7. LIMITED WARRANTY
7.1 Limited Warranty. Contractor warrants that after the delivery of the Software and Software
modifications, if any, to County, the latest unmodified version of the Software released by Contractor shall
substantially perform in accordance with the Software Documentation. Said Software is warranted to meet the
specifications set forth as indicated in Contractor's proposal, in Exhibit_A .
7.2 Remedies. Contractor's entire liability and County's exclusive remedy shall be for Contractor, at
County's option, to either: (a) replace any defective media which prevents the Software from satisfying the
limited warranty described above provided such defective media is returned to Contractor; or (b) attempt to
correct any errors which County finds in the Software during this warranty period and which prevent the
Software from substantially performing as described in the Software Documentation; or (c) refund County's
prior payments. Any replacement Software will be warranted for the remainder of the original warranty period
or for thirty (30) days, whichever is longer.
7.3 Right to License. Contractor warrants that it is the owner of the Software and/or has the right to
license Software to County.
7.4 Limitations of Warranty. The above warranty is null and void if failure of the Software has resulted
from accident, abuse, or misapplication; including unanticipated alteration or modification of the Software BY
County. The above warranty applies only to Software Problems, which are apparent in the unmodified, standard
Software, which is not merged with other software. Contractor shall not he required to correct errors during the
above described warranty period attributable to: equipment malfunction; products other than the Software; use
of the Software in conflict with or contravention of the Software Documentation or the terms of this Agreement;
or accident, neglect, misuse, or abuse of the Software.
8. INDEMNIFICATION
8.1 Contractor's Indemnification. Contractor shall indemnify, defend and hold harmless County against
any action to the extent such action is based on a claim that County's use of the Software or Software
Documentation or any part thereof, under this Agreement, infringes a valid, enforceable United States patent or
copyright, or misappropriated a trade secret, and Contractor shall pay all damages and costs, (including
reasonable attorneys' fees), awarded or agreed to in a settlement by Contractor in respect of such action;
provided that Contractor is given notice of such claim within thirty (30) calendar days of the date County knows
of such a claim. Contractor shall control the defense in any such action and, at its discretion, may enter into a
stipulation of discontinuance and settlement thereof. County shall cooperate with Contractor in any such
defense and shall make available to Contractor all those persons, documents and things required by Contractor
in the defense of any such action. Reasonable out-of-pocket expenses incurred by County will be reimbursed by
Contractor. County, may, at its expense, assist in such defense.
8.2 Remedies. If, in an action described in Section 6.1 above, the Software is held to constitute an
infringement or misappropriation, or the use, demonstration, distribution, marketing, or sublicensing thereof is
enjoined or restricted, Contractor shall, at its option, either procure for County the right to continue using the
Software, or modify the Software to permit County to exercise its rights hereunder, or if the foregoing options
are not available, terminate the Agreement and promptly refund to County all license fees paid by County to
Contractor for the infringing Software amortized over a five (5) year period from the date of initial delivery,
(i.e., a refund pro-rated on a monthly bases over a sixty(60) month term).
8.3 Limitations of Indemnification. The foregoing indemnity shall not apply in respect to any
infringement misappropriation if such infringement or misappropriation resulted from County's or any of its
Users' use of the Software: (a) in an operating environment other than that described in the Software
Documentation or under this Agreement; (b) in conjunction with an enhancement not created or owned by
Contractor; or (c) in conjunction with other software not created or owned by Contractor. The foregoing states
the entire obligation of Contractor with respect to the infringement of patents and copyrights, and
misappropriation of trade secrets.
9. SUPPORT
9.1 Remote Access.
9.2 County's Responsibilities. County agrees to assist and cooperate with Contractor as reasonably
required by Contractor, in the resolution of Software Problems. Such assistance will facilitate quicker and more
effective problem resolution by Contractor, and may include:
9.2.1 Consultation with the System Administrator and Software Support Specialist.
9.2.2 Providing documentation of the Software Problem(s), test data, and copies of the programs being
used when the Software Problem(s) become apparent.
9.3 Email and Telephone Support. Contractor will provide assistance in identifying, confirming and
providing a "workaround" for suspected Software Problem(s) in the standard, unmodified code of the Software.
Contractor may require documentation of the Software Problem, test data, and copies of programs being used
before confirming and resolving Software Problem(s). E-mail can and should be used to communicate support
requests.
9.4 Direct User Contact. Contractor Personnel may use the remote access link to access County's
Computer to better analyze suspected Software Problem(s) and produce a solution or "workaround" to Software
Problem(s). Contractor personnel may also directly communicate with County regarding the suspected Software
Problem(s) using any form of telecommunications.
9.5 Site Visits. In the event that: (a) data is corrupted, returned results are incorrect, or there is a severe
feature malfunction without a "workaround"; (b) the Software Problem seriously disrupts County's primary
business operations; and (e) County and Contractor have made every reasonable attempt to correct the Software
Problem, then Contractor agrees to use it best reasonable efforts to resolve the Software Problem, first remotely
through the remote access connection or otherwise provided County has provided Contractor adequate remote
access to County's system, and then on-site, if necessary to resolve the Software Problem(s) at Contractor's
option.
9.6 Language. Telephone and E-mail support will be provided in English, unless otherwise agreed upon in
writing by both parties.
10. SUBCONTRACTORS
Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation
and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance
of this Agreement without County's prior written consent, which may be withheld in County's sole discretion.
County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any
subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be
responsible for the acts and omissions of its agents, employees and subcontractors.
11. GENERAL
11.1 Waiver, Amendment or Modification. Any waiver, amendment, or modification of any of the
provisions of this Agreement or of any right, power or remedy hereunder shall not be effective unless made in
writing and signed by the parties. No failure or delay by either party in exercising any right, power or remedy
with respect to any of its rights hereunder shall operate as a waiver thereof in the future.
11.2 Choice of Forum. The parties agree that Weld County, Colorado shall be the proper forum for any
action, including mediation and arbitration brought under this Agreement.
11.3 Attorney Fees. In the event an action, is brought to enforce any provision of this Agreement, neither
party shall be entitled to recover legal costs, or attorney fees, in addition to any other amounts recovered.
11.4 Limitation on Actions. No actions, regardless of form, arising from the transactions under this
Agreement, may be brought by an aggrieved party hereto more than two (2) years after the facts creating the
cause of action are known to said party.
11.5 Severability. If any term, provision, or part of this Agreement is to any extent held invalid, void, or
unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be impaired or
affected thereby, and each remaining term, provision, or part shall remain in full force and effect.
11.6 Survival. The terms, conditions and warranties contained in this Agreement that by their sense and
context are intended to survive the termination of this Agreement, shall so survive.
11.7 Notice. All notices or other communications (including annual maintenance made by one party to the
other concerning the terms and conditions of this contract shall be deemed delivered under the following
circumstances:
(a) personal service by a reputable courier service requiring signature for receipt; or
(b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a
party at the address set forth in this contract; or
(c) electronic transmission via email at the address set Ibrth below, where a receipt or acknowledgment
is required by the sending party; or
(d) transmission via facsimile, at the number set firth below, where a receipt or acknowledgment is
required by the sending party.
Either party may change its notice address (es) by written notice to the other.
Notification Information:
Contractor: DataBank
Attn.: CFO, Sandy Brunner
Address: 620 Freedom Business Center, Suite 120
Address: King of Prussia, PA 19406
E-mail: sbrunner@databankimx.com
Facsimile: 301-210-5348
County:
Name: Ryan Rose
Position: Chief Information Officer
Address: 1401 N 17th Ave
Address: Greeley, CO 80631
E-mail: rrose(olweldgov.com
Facsimile: 970-304-6572
11.8 Force Majeure. Neither party shall be in default nor liable for any failure in performance or loss or
damage under this Agreement due to any cause beyond its control.
11.9 Board of County Commissioners of Weld County Approval. This Agreement shall not he valid until
it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee.
11.111 Taxes. County, as a governmental entity, is exempt from sales, use and other taxes or similar
governmental charges or duties which might be incurred in connection with the exercise of the license(s) and
rights granted herein to County, and therefore shall not be responsible for the payment of any taxes. Contractor
shall be responsible for the payment of any sales, use or other taxes incurred when it purchases products,
materials or services in the fulfillment of its obligations under this contract. Contractor is also responsible for
the payment of all taxes or charges based on the income of the Contractor.
11.11 Acknowledgment. County and Contractor acknowledge that each has read this Agreement,
understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the
attached Exhibit A is the complete and exclusive statement of agreement between the parties and supersedes all
proposals or prior agreements, oral or written, and any other communications between the parties relating to the
subject matter of this Agreement.
11.12 Governmental 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.
11.13 No Third Party Beneficiary Enforcement. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or
allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the
express intention of the undersigned parties that any entity other than the undersigned parties receiving services
or benefits under this Agreement shall be an incidental beneficiary only.
11.14 Fund Availability. Financial obligations of the (Board of County Commissioners of Weld County)
payable after the current fiscal 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.
11.15 Employee Financial Interest/Conflict of Interest. C.R.S. §§24-18-201 et seq. and §24-50-507.
The signatories to this Agreement aver that to their knowledge, no employee of Weld County has any
personal or beneficial interest whatsoever in the service or property which is the subject matter of this
Agreement. Contractor's has no interest and shall not acquire any interest direct or indirect, which would in any
manner or degree with the performance of Contractor's services and Contractor shall not employ any person
having such known interests. During the term of this Agreement, Contractor's shall not engage in any in any
business or personal activities or practices or maintain any relationships which actually conflict with or in any
way appear to conflict with the full performance of its obligations under this Agreement. Failure by
Contractor's to ensure compliance with this provision may result, in Weld County's sole discretion, in
immediate termination of this Agreement.
11.16 Independent Contractor. Contractor shall perform its duties hereunder as an independent
contractor and not as an employee. Contractor shall be solely responsible for its acts and those of its agents and
employees for all acts performed pursuant to this Agreement. Neither Contractor nor any agent or employee of
Contractor shall be deemed to be an agent or employee of County. Contractor 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 Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents only if such
coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable
employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement.
Contractor shall not have authorization, express or implied, to bind County to any agreement, liability or
understanding, except as expressly set forth in this Agreement. Contractor 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.
11.17 Public Contracts for Services. C.R.S. §8-17.5-101.
Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien
who will perform work under this contract. Contractor 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-
IO2(5)(e). Contractor shall not knowingly employ or contract with an illegal alien to perform work under this
Agreement or enter into a contract with a subcontractor that fails to certify with Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this
Agreement. Contractor shall not use f:-Verify Program or State of Colorado program procedures to undertake
pre-employment screening or job applicants while this Agreement is being performed. If Contractor obtains
actual knowledge that a subcontractor performing work under the public contract for services knowingly
employs or contracts with an illegal alien Contractor shall notify the subcontractor and County within three (3)
days that Contractor 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. Contractor shall not terminate the contract if within three days
the subcontractor provides information to establish that the subcontractor has not knowingly employed or
contracted with an illegal alien. Contractor 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 Contractor participates in the State of Colorado program, Contractor shall, within twenty days
after hiring an new employee to perform work under the contract, affirm that Contractor 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. Contractor 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 Contractor 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, Contractor 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 Contractor
receives federal or state funds under the contract, Contractor 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 Contractor operates as a sole
proprietor, it hereby swears or affirms under penalty of perjury 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.
11.18 Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties
with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation,
representation, and understanding or agreements with respect to the subject matter contained in this Agreement.
This Agreement may be changed or supplemented only by a written instrument signed by both parties.
11.19 No Conflict. No employee of Contractor nor any member of Contractor family shall serve on a
County Board, committee or hold any such position which either by rule, practice or action nominates,
recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional.
11.20 Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall
be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or
incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void.
In the event of a legal dispute between the parties, Contract Professional agrees that the Weld County District
Court shall have jurisdiction to resolve said dispute.
11.21 Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules
and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination
and unfair employment practices.
11.22 Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra-
judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference
shall be null and void.
11.23 Software Piracy Prohibited. State, county or other public funds payable under this Agreement shall
not be used for the acquisition, operation or maintenance of computer software in violation of'federal copyright
laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this
Agreement and any extensions thereof, Contractor has and shall maintain in place appropriate systems and
controls to prevent such improper use of public funds. If Weld County determines that Contractor is in violation
of this provision, Weld County may exercise any remedy available at law or equity or under this Agreement,
including, without limitation, immediate termination of the Agreement and any remedy consistent with Federal
copyright laws or applicable licensing restrictions.
12. INSURANCE REQUIREMENTS
Insurance and Indemnification. Bidder must secure, at or before the time of execution of any agreement
or commencement of any work, the following insurance covering all operations, goods or services provided
pursuant to this request.Bidders shall keep the required insurance coverage in force at all times during the
term of the Agreement,or any extension thereof, during any warranty period, and for three (3) years after
termination of the Agreement. The required insurance shall be underwritten by an insurer licensed to do
business in Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a
valid provision or endorsement stating"Should any of the above-described policies by canceled or should any
coverage be reduced before the expiration date thereof,the issuing company shall send written notice to the
Weld County Director of General Services by certified mail, return receipt requested. Such written notice
shall be sent thirty(30)days prior to such cancellation or reduction unless due to non-payment of premiums for
which notice shall be sent ten(10)days prior. If any policy is in excess of a deductible or self-insured
retention, County must be notified by the Bidder. Bidder shall be responsible for the payment of any
deductible or self-insured retention. County reserves the right to require Bidder to provide a bond, at no
cost to County, in the amount of the deductible or self-insured retention to guarantee payment of claims.
The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements
do not decrease or limit the liability of Professional. The County in no way warrants that the minimum
limits contained herein are sufficient to protect them from liabilities that might arise out of the performance
of the work under this Contract by the Bidder, its agents, representatives, employees, or subcontractors. The
Bidder shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or
broader coverages. The Bidder is not relieved of any liability or other obligations assumed or pursuant to
the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.
The Bidder shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem
necessary to cover its obligations and liabilities under this Agreement. Any modification to these
requirements must be made in writing by Weld County.
The Bidder stipulates that it has met the insurance requirements identified herein. The Bidder shall be
responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely
delivery of said services, and the coordination of all services rendered by the Bidder and shall, without
additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies.
INDEMNITY: The Bidder shall defend, indemnify and hold harmless County, its officers, agents, and
employees, from and against injury, loss damage, liability, suits, actions, or willful acts or omissions of
Bidder, or claims of any type or character arising out of the work done in fulfillment of the terms of this
Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or
arising out of the failure of the Bidder to conform to any statutes, ordinances, regulation, law or court
decree. The Bidder shall be fully responsible and liable for any and all injuries or damage received or
sustained by any person, persons, or property on account of its performance under this Agreement or its
failure to comply with the provisions of the Agreement, or on account of or in consequence of neglect of the
Bidder in its methods or procedures; or in its provisions of the materials required herein, or from any claims
or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or
decree. This paragraph shall survive expiration or termination hereof It is agreed that the Bidder will be
responsible for primary loss investigation, defense and judgment costs where this contract of indemnity
applies. In consideration of the award of this contract, the Bidder agrees to waive all rights of subrogation
against the County its associated and/or affiliated entities, successors, or assigns, its elected officials,
trustees, employees, agents, and volunteers for losses arising from the work performed by the Bidder for the
County. A failure to comply with this provision shall result in County's right to immediately terminate this
Agreement
Types of Insurance: The Bidder shall obtain, and maintain at all times during the term of any
Agreement, insurance in the following kinds and amounts:
Workers' Compensation Insurance as required by state statute, and Employer's Liability
Insurance covering all of the Bidder's employees acting within the course and scope of their
employment. Policy shall contain a waiver of subrogation against the County. This requirement
shall not apply when a Bidder or subcontractor is exempt under Colorado Workers' Compensation
Act., AND when such Bidder or subcontractor executes the appropriate sole proprietor waiver form.
Minimum Limits:
Coverage A (Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 100,000
$ 100,000
$ 500,000
Commercial General Liability Insurance shall include bodily injury, property damage, and liability
assumed under the contract.
$1,000,000 each occurrence;
$1,000,000 general aggregate;
$1,000,000 products and completed operations aggregate;
$1,000,000 Personal Advertising injury
Automobile Liability: Bidder shall maintain limits of $1,000,000 for bodily injury per person,
$1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all
vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non-owned
vehicles used in the performance of this Contract.
Professional Liability (Errors and Omissions Liability)
The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in
the Scope of Services of this contract. Bidder shall maintain limits for all claims covering wrongful
acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of
or in the course of operations under this Contract resulting from professional services. In the event
that the professional liability insurance required by this Contract is written on a claims-made basis,
Bidder warrants that any retroactive date under the policy shall precede the effective date of this
Contract; and that either continuous coverage will be maintained or an extended discovery period will
be exercised for a period of two (2) years beginning at the time work under this Contract is completed.
Minimum Limits:
Per Loss $ 1,000,000
Aggregate $ 2,000,000
Bidders shall secure and deliver to the County at or before the time of execution of this Agreement,
and shall keep in force at all times during the term of the Agreement as the same may be
extended as herein provided, a commercial general liability insurance policy, including public
liability and property damage, in form and company acceptable to and approved by said Administrator,
covering all operations hereunder set forth in the related Bid or Request for Proposal.
The insurance shall provide coverage for the following risks
a. Liability arising from theft, dissemination and /or use of confidential information (a defined
term including but not limited to bank account, credit card account, personal information such
as name, address, social security numbers, etc. information) stored or transmitted in electronic
form
b. Network Security Liability arising from the unauthorized access to, use of or tampering with
computer systems including hacker attacks, inability of an authorized third party, to gain access
to your services including denial of service, unless caused by a mechanical or electrical failure
c. Liability arising from the introduction of a computer virus into, or otherwise causing damage
to, a customer's or third person's computer, computer system, network or similar computer
related property and the data, software, and programs thereon.
Proof of Insurance: County reserves the right to require the Bidder to provide a certificate of insurance,
a policy, or other proof of insurance as required by the County's Risk Administrator in his sole
discretion.
Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor
liability, and inland marine, Bidder's insurer shall name County as an additional insured.
Waiver of Subrogation: For all coverages, Bidder's insurer shall waive subrogation rights against
County.
Subcontractors: All subcontractors, independent Bidders, sub-vendors, suppliers or other entities
providing goods or services required by this Agreement shall be subject to all of the requirements
herein and shall procure and maintain the same coverage's required of Bidder. Bidder shall include
all such subcontractors, independent Bidders, sub-vendors suppliers or other entities as insureds under its
policies or shall ensure that all subcontractors maintain the required coverages. Bidder agrees to
provide proof of insurance for all such subcontractors, independent Bidders, sub-vendors suppliers
or other entities upon request by the County.
A provider of Professional Services (as defined in the Bid or RFP) shall also provide the following
coverage:
Professional Liability: Contract Professional shall maintain limits of$1,000,000 for each claim, and $2,000,000
• aggregate limit for all claims.
IN WITNESS WHEREOF,the parties have duly executed this Agreement as of the date first stated above.
DataBank
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ATTEST: BOARD OF COUNTY COMMISSIONERS
Weld County Clerk to the Board . WELD COUNTY,COLORADO
BY ((cir
Deputy k to the Board Dou }as Rademacher, Chair P 1 0 2014
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Controller C e "formation Officer
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Attachment A
DataBank®
Contract Management Discovery
Weld County, Co
6101 Baker Road, Suite 207
Minnetonka, MN 55345
952.607.3500
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Version Control
Document Attributes
Document Name Discovery Statement of Work
Document Identifier 4391.
Publish Date 08.01.2014
Current Revision Number 0.1
Responsible Group Professional Services
Author Tim Nelson
Document Expiration Date 10.01.2014
Revision History
Version Responsibility
Number Date (Author) Description
0.1 08.01.2014 Tim Nelson Initial draft
RACI Chart
Name I Position * R A S C I
Bob Dunn DataBank—National Director of Professional Services X
Scott Klein DataBank—Director of Professional Services, North Region X X
Tim Nelson DataBank—Bid Manager X X
Jason Engen Data Bank—Sales Director,Central Region X X
Dan Schultz DataBank—Solutions Consultant X X
[INSERT NAME] Customer Project Sponsor X X X
Column Key J * —Authorize:This individual has ultimate signing authority for any changes to the
document and will be responsible for signing the Master Agreement
R—Responsible:Person responsible for creating this document.
A—Accountable:Person accountable for accuracy of this document.
S—Supports: Individuals providing supporting services in the production of this document.
C—Consulted: Individuals providing input(interviewee,etc.).
I—Informed:Individuals who must be informed of any changes.
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Table of Contents
Version Control 7
Document Attributes 2
Revision History 2
RACI Chart 2
Overview 4
Objective 4
Project Scope 4
Out of Scope 7
Critical Success Factors 7
Assumptions & Constraints 8
Professional Services Fees 8
General Policy for Expenses 9
Overtime Policy 9
Additional Terms and Conditions 9
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Overview
Weld County is seeking to design and implement a solution for managing the Legal Contract process.
This solution will use an established Contract Management framework already developed in OnBase and
will be expanded as needed to fit the Contract Management process at Weld County. The detailed
intention is to stand up this framework at Weld County, then further customization of the solution will
be needed to make the solution production ready.
The project will be divided into two distinct phases: Discovery and Solution Implementation. At the start
of the project, discovery activities will be conducted to identify and document the business and system
requirements before any design activities take place. This allows DataBank to fully understand the
business need before designing the solution. Following the Discovery phase, DataBank will deliver the
following:
• Solution Design Document(SDD)—Document containing the results of the Discovery phase
including business requirements, system requirements, and a high level solution design. This
document is used by the DataBank development team to produce the final solution.
• Project plan—Outlines the tasks, resources, and a proposed timeline for the project
• Implementation Statement of Work(SOW)— Document containing the project scope,
assumptions, risks, and Professional Services implementation costs.
The documents delivered as a result of the Discovery are intended to be the baseline documents that
will define the scope, deliverables, assumptions, and responsibilities for Weld County.
Objective
The objective of this document is to present the project scope, assumptions, and Professional Service
estimates for designing the full Contract Management solution at Weld County. It will also serve to
solicit approval from Weld County to move ahead with the described discovery and design activities.
During the Discovery Process, Weld County staff and Databank staff will work together to manage
project scope, assumptions and Professional Services estimates so as not to exceed the total services
budget of$45,000 for this project (the Weld County Services Budget).
Project Scope
DataBank will work with Weld County project sponsors, functional managers, Subject Matter Experts
(SME), and IT department personnel to discover the current process, define the future requirements,
high level design, and plan the implementation and budget for the new solution.
Although some initial discovery information may have been gathered during the sales process or other
site visits, additional discovery is required to design the final solution. Information resulting from the
detailed analysis will be presented to the Weld County for review and approval of the Solution Design
Document (SDD).
In Scope
The scope of this initiative will be limited to the following activities:
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Activity ( Description
Project Management Project management activities such as status meetings, budget
reports, and change management will be handled by DataBank.
DataBank will provide the following documents upon completion of
Discovery:
1. Project Plan
2. Implementation SOW
Discovery Review requirements with subject matter experts from the business
areas and technical experts from IT, interfaces, and applications to
evaluate the current business processes.
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Activity I Description
Design Create a high level Solution Design Document (SDD) for the solution
components identified during Discovery including:
1. Contract Initiation
o Contract Request Form
• Design the Contract Request Unity Form which
will utilize existing Autofill Keyword Set Data
(AFKS) to allow for lookups of existing Vendor
data and/or Contract data
o New Contract Workflow
• Generate contract details and system data
• Data validation process
2. Contract Creation
o Internal Creation
• Document Repository
o External Creation
3. Contract Execution
o Versioning
• Maintaining multiple versions of the Contract
throughout the process
o Workflow Process
• Administration
• Accounts for the back and forth process
of contract creation
• Notifier and holder of ongoing
administration tasks
• Deliver the contract to the vendor for
approval (signature)
• Delivery
• Monitoring of the process while waiting
for Vendor edits and/or signatures
• Automated routing via e-mail to deliver
the contract for internal
signature/approval once a Vendor
signed contract is received into OnBase
• Ongoing monitoring of delivered
contracts with time sensitive
notifications
• Finalization
• Internal approval of the contract with the
internal signature
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Activity Description
• Final act of approval will create a PDF
(read-only) version of the contract and
begin the Contract Maintenance process
4. Contract Maintenance
o Renewals and Expirations Monitoring Workflow
• Monitor renewal and expiration dates and
provide automatic notifications when date
watermarks are passed
• Allow for renewals to re-start the Contract
Execution phase directly from this interface
o Status Overview and Reporting
• Workflow
o queue access
• Pre-defined reports
• Ad-hoc reports
• Basic data mining and dashboard views
o Data/Document Retrieval
• Standard retrieval
• Foldering
• Custom Queries
Out Of Scope
The following activities are considered out of scope:
Activity Description
Solution development and The activities in this phase are limited to analysis and high level
implementation solution design only. Development and implementation of the solution
will take place after the SOD, and Implementation SOW have been
reviewed and approved by the Weld County
Activities not listed Activities not listed in the in scope statement will require a change
order.
Critical Success Factors
Successful completion of this project is dependent on many factors. The following Critical Success
Factors are applicable to this specific project:
• Executive Sponsors from both Weld County and DataBank are involved with the project in order
to clear obstacles to project success
• Timely review and acceptance of deliverables is critical to meeting the project schedule
• Client team participation especially subject matter experts is essential to meeting the project
goals and objective
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• Close management on project scope and limitation of Change Order Requests
• Minimal turnover of Weld County and DataBank project resources
Assumptions & Constraints
▪ Weld County will provide DataBank project staff with access to all printed and electronic
information relevant to this project at the beginning of the project.
• Weld County will provide a user account with proper access rights to the network and hardware
as needed for both onsite and remote work.
• Weld County will supply a safe and functional workspace for DataBank personnel to work at
while on site.
• Weld County will provide one point of contact to work with DataBank to coordinate the work
effort on this project and provide clarification of project-related issues and all other relevant
communication.
• Weld County will allocate the appropriate internal staff for the project.
• Any changes to scope of the work performed in this Statement of Work will be made in writing,
approved by both parties and billed. The Change Order Form, provided as an appendix to this
document will be used to initiate any changes by either party.
• Any request that is not specifically stated in the in scope section of this document will be
considered out of scope and require a change order.
• DataBank assumes Weld County is current on software maintenance, thus being eligible to
receive the upgrade software per the OnBase maintenance agreement. If Weld County is not
current on software maintenance, they must work with their DataBank account manager to
resolve.
• DataBank assumes no liability or responsibility for any changes made in the production
environment that are not made by a DataBank employee.
• Notice: Software Manufacturers occasionally publish a schedule that indicates which versions or
functionality is no longer supported or being phased into an end-of-life status. DataBank
assumes that the client is taking responsibility for monitoring such end-of-life, deprecation, or
sunset schedules and taking necessary precautions. If DataBank encounters a condition in the
course of its project work that requires action or modification to resolve such an issue, it may
result in a change order.
Professional Services Fees
Following is a summary of the estimated installation services by project stage.
athttated Travet`sed
.. ' Hours Coosu 4 Fee 1. 4, �,.T
Discovery 24.0 $4,200.00 $1,608.00 $5,808.00
Design 40.0 $7,000.00 $0.00 $7,000.00
Project Management 14.0 $2,450.00 $0.00 $2,450.00
Grand Total 78.0 $13,650.00 $1,608.00 $15,258.00
All estimates of fees or time required to complete the project are provided for convenience only and are
approximations of the anticipated amount of time needed to complete the project. Customer will be
invoiced based on the amount of time actually required to complete the project. Vendor will bill
monthly for services performed.
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It is important to note that scope can change throughout the lifecycle of a project, requiring the use of
DataBank's change order process. Customer should plan on some degree of scope change for internal
budget planning purposes.
General Policy for Expenses
Charges associated with travel time to the Weld County site(s) are invoiced as a trip charge(s). The trip
charge(s) for this project are:
Mpls, MN to Greeley, CO (Round trip travel time): $628.00
Other recoverable :expenses include the following:
g
Airfare $200.00
Parking (per day) $15.00
Hotel (per night) $140.00
Meals (per diem) $45.00
Car Rental (per day) $60.00
Overtime Policy
Professional Services are considered overtime if they belong to one of the following situations:
1) Work is being performed in the same time zone as DataBank Headquarters (CST) and the work
falls outside of the standard business hours (Monday— Friday, 8:00 AM -5:00 PM).
2) Work is being performed in a different time zone other than that of DataBank Headquarters
(CST) and the work falls outside the hours of(Monday—Friday, 8:00 AM -5:00 PM) in said time
zone.
In certain circumstances, DataBank will perform work outside of normal business hours. DataBank will
only charge an overtime premium when client has requested that work be performed outside of
standard business hours (see above for location and/or hours details). Overtime rates are billed at 1.50
times the quoted services rate.
Additional Terms and Conditions
• The contract billing terms are Time & Materials and Weld County will be billed monthly.
• DataBank may decline Statement of Work if Weld County has not accepted agreement within
the expiration date of this document (see header section). DataBank reserves the right to re-
evaluate the scope and determine if a new Statement of Work must be drafted.
• If a DataBank scheduled visit or appointment is cancelled within 24 hours, DataBank reserves
the right to charge a 4-hour($660.00) cancellation fee.
• When the project has been completed, Data Bank will notify Weld County in writing that the
project has been completed. This notification will be done by delivering a Work Acceptance
form for the Weld County to sign. Weld County has 15 days from receiving this notification to
sign the Work Acceptance Form or send an acceptable reason as to why the project is not
completed satisfactorily. If DataBank has not received a response in writing within this 15 day
period, the project will automatically move to a 30-day Limited Warranty period.
• During the 30-day Limited Warranty period, Weld County must submit all issues to DataBank
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Support for initial troubleshooting and resolution. DataBank support will then escalate the issue
as necessary to the originally assigned DataBank implementation specialist if available. During
the 30-day Limited Warranty period, DataBank will work with Weld County to identify if a
Change Order will be needed to address the issue.
• After the 30-day Limited Warranty period, Weld County must submit all issues to DataBank
Support for all troubleshooting and resolution. Any issues, enhancements, or changes that
require further assistance will be escalated to the Professional Services team to determine what
action may be needed to assist Weld County.
Facsimile or Electronic Copy
For purposes of this SOW, a signed copy delivered by facsimile or electronically shall be treated by the
parties as an original of this SOW and shall be given the same force and effect.
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Appendix A - Work Acceptance Form
Date Submitted /_/
Company:
Project Name
Deliverable/Milestone
Milestone Cost
Exceptions:
❑ Accept Deliverable
❑ Decline Deliverable
Comments/Reason:
Company Name("Client")
Project Sponsor Name (Print)
Project Sponsor Signature Date
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