HomeMy WebLinkAboutAgreement A-17-423 with Social Solutions Global Inc..pdf Agreement No. 17-423
1 AGREEMENT
2 This Agreement is made and entered into this 8th day of August 2017,by and
3 between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
4 referred to as "COUNTY", and SOCIAL SOLUTIONS GLOBAL, INC., a corporation, whose
5 address is 425 Williams Ct, Suite 100, Baltimore, MD 21220, hereinafter referred to as
6 "CONTRACTOR."
7 WITNESSETH:
8 WHEREAS, COUNTY, through its Department of Social Services (DSS)requires a Software as
9 a Service (SaaS) solution for County-contracted Child Abuse Prevention service providers to manage,
10 track, and document program-related services; and to also allow DSS the capacity to query
11 management and program outcome data from the provision of these services; and
12 WHEREAS, CONTRACTOR represents to COUNTY, that the software license, training, and
13 software maintenance of their system, known as Efforts to Outcomes (ETO), from CONTRACTOR,
14 along with professional services from CONTRACTOR would meet the stated needs of the COUNTY.
15 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
16 hereto agree as follows:
17 1. SERVICES
18 A. CONTRACTOR shall perform all services set forth in Exhibit A, Summary of
19 Services, attached hereto and by this reference incorporated herein.
20 B. CONTRACTOR shall also perform all services and fulfill all responsibilities as
21 identified in COUNTY's Request for Proposal (RFP)No. 17-051, dated January 10, 2017, and
22 Addendum No. One (1) to COUNTY's RFP No. 17-051 dated January 19, 2017, collectively
23 hereinafter referred to as COUNTY's Revised RFP No. 17-051 and CONTRACTOR's response to
24 said Revised RFP, all incorporated herein by reference and made part of this Agreement. A copy of
25 COUNTY's Revised RFP No. 17-051 and CONTRACTOR's Response shall be retained and made
26 available during the term of this Agreement by COUNTY's DSS Administration.
27 C. The parties agree that the terms and conditions set forth in Exhibit D, Terms and
28 Conditions, attached hereto, are incorporated herein.
1 COUNTY OF FRESNO
Fresno,CA
1 D. In the event of any inconsistency among the documents that constitutes this
2 Agreement, the inconsistency shall be resolved by giving precedence in the following order of
3 priority: 1) to this Agreement, including Exhibits A, B and C, 2) to COUNTY's Revised RFP No. 17-
4 051, 3) to the CONTRACTOR's response to Revised RFP, and 4)to Exhibit D.
5 2. TERM
6 This Agreement shall become effective upon execution and shall terminate on the 30tn
7 day of June, 2020. This Agreement may be extended for two (2) additional consecutive twelve (12)
8 month periods upon written approval of both parties no later than thirty(30) days prior to the first day
9 of the next twelve (12)month extension period. The COUNTY's DSS Director or designee is
10 authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR's
11 satisfactory performance.
12 3. TERMINATION
13 A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
14 provided thereunder, are contingent on the approval of funds by the appropriating government agency.
15 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
16 terminated at any time by giving CONTRACTOR thirty(30) days advance written notice.
17 COUNTY's written notice of termination on this basis shall include appropriate documentation that
18 funding is no longer available for COUNTY's obligations under this Agreement. Such documentation
19 may consist of a letter or other official document signed by an authorized representative of the funding
20 source confirming that such funding has been terminated or reduced.
21 B. Without Cause -Under circumstances other than those set forth above, this
22 Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY's DSS Director, or
23 designee, upon Sixty(60) days advance written notice of an intention to terminate the Agreement.
24 C. In addition, the parties may terminate this Agreement as set forth in Exhibit D.
25 4. COMPENSATION AND INVOICING
26 For actual services provided, COUNTY agrees to pay CONTRACTOR and
27 CONTRACTOR agrees to receive compensation in accordance with Exhibit B, Budget Summary,
28 attached here to and by this reference incorporated herein.
2 COUNTY OF FRESNO
Fresno,CA
1 The cumulative total of this Agreement shall not be in excess of Three Hundred Seventy
2 Three Thousand One Hundred Fifty and No/100 Dollars ($373,150.00).
3 Payments by COUNTY shall be in arrears, for all undisputed invoices for services
4 provided during the preceding month, within forty-five (45) days after receipt of CONTRACTOR's
5 invoices by COUNTY's DSS. All final invoices shall be submitted by CONTRACTOR within sixty
6 (60) days following the final month of service for which payment is claimed. No action shall be taken
7 by COUNTY on claims submitted beyond the sixty(60) day closeout period.
8 CONTRACTOR shall invoice COUNTY in arrears by the tenth(IOth) day of each
9 month for actual expenses incurred and services rendered in the previous month to:
10 DSSInvoices@co.fresno.ca.us. No reimbursement for services shall be made until invoices are
11 received, reviewed and approved by COUNTY's DSS. At the discretion of COUNTY's DSS Director
12 or designee, if an invoice is incorrect or is otherwise not in proper form or substance, COUNTY's
13 DSS Director or designee shall have the right to withhold payment as to only that portion of the
14 invoice that is incorrect or improper after five (5) days prior notice to CONTRACTOR.
15 CONTRACTOR agrees to continue to provide services for a period of ninety(90) days after
16 notification of an incorrect or improper invoice.
17 COUNTY shall be responsible for payment of all taxes (excluding those on
18 CONTRACTOR's net income)relating to the provision of the Services.
19 5. INDEPENDENT CONTRACTOR
20 In performance of the work, duties, and obligations assumed by CONTRACTOR under
21 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
22 CONTRACTOR's officers, agents, and employees will at all times be acting and performing as an
23 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
24 employee,joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall have no
25 right to control or supervise or direct the manner or method by which CONTRACTOR shall perform
26 its work and function. However, COUNTY shall retain the right to administer this Agreement so as to
27 verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions
28 thereof CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the
3 COUNTY OF FRESNO
Fresno,CA
1 rules and regulations, if any, of governmental authorities having jurisdiction over matters which are
2 directly or indirectly the subject of this Agreement.
3 Because of its status as an independent contractor, CONTRACTOR shall have
4 absolutely no right to employment rights and benefits available to COUNTY employees.
5 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees
6 all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
7 save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees,
8 including compliance with Social Security, withholding, and all other regulations governing such
9 matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
10 providing services to others unrelated to COUNTY or to this Agreement.
11 6. MODIFICATION
12 Any matters of this Agreement may be modified from time to time by the written
13 consent of all the parties without, in any way, affecting the remainder.
14 7. NON-ASSIGNMENT
15 COUNTY shall not assign, transfer or subcontract this Agreement nor its rights or duties
16 under this Agreement without the prior written consent of CONTRACTOR. CONTRACTOR may
17 assign the Agreement to an affiliate, a successor in connection with a merger, acquisition or
18 consolidation, or to the purchaser in connection with the sale of all or substantially all of its assets.
19 8. HOLD-HARMLESS
20 CONTRACTOR shall defend, indemnify and hold COUNTY, and its affiliates, officers,
21 directors, employees, and agents harmless against any damages payable to any third party in any such
22 suit or cause of action, alleging that a SaaS Service as used in accordance with this Agreement
23 infringes the U.S. patent or copyright of any third party. If a SaaS Service is held or believed to
24 infringe on a U.S. patent or copyright of a third party, CONTRACTOR may, in its sole discretion, (a)
25 modify it to be non-infringing, (b) obtain for COUNTY a license to continue using the affected
26 Service, or(c) if neither(a) nor(b) are practical in CONTRACTOR's sole judgment, terminate the
27 affected Service and return to COUNTY the unused portion of any fees paid for the affected Service.
28 The foregoing obligations of CONTRACTOR do not apply(i) to the extent that the allegedly
4 COUNTY OF FRESNO
Fresno,CA
1 infringing SaaS Service or portions or components thereof or modifications thereto result from any
2 change made by COUNTY or any third party for the COUNTY, (ii) if the infringement claim could
3 have been avoided by using an unaltered current version of a Product which was provided by
4 CONTRACTOR, (iii)to the extent that an infringement claim is based upon any information, design,
5 specification, instruction, software, data, or material not furnished by CONTRACTOR, or any
6 material from a third party portal or other external source that is accessible to COUNTY within or
7 from the SaaS Service (e.g., a third party Web page accessed via a hyperlink), (iv) to the extent that an
8 infringement claim is based upon the combination of any material with any products or services not
9 provided by CONTRACTOR, or(v) to the extent that an infringement claim is caused by the
10 provision by COUNTY to CONTRACTOR of materials, designs, know-how, software or other
11 intellectual property with instructions to CONTRACTOR to use the same in connection with the SaaS
12 Service.
13 9. INSURANCE
14 Without limiting COUNTY's right to obtain indemnification from CONTRACTOR or
15 any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the
16 following insurance policies throughout the term of this Agreement:
17 A. Commercial General Liability
18 Commercial General Liability Insurance with limits of not less than One Million
19 Dollars ($1,000,000)per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
20 COUNTY may require specific coverage including products-completed
operations, contractual liability, fire legal liability or any other liability insurance
21 deemed necessary because of the nature of the Agreement.
22 B. Automobile Liability
23 Comprehensive Automobile Liability Insurance with limits for bodily injury of
24 not less than Two Hundred Fifty Thousand Dollars ($250,000)per person, Five
Hundred Thousand Dollars ($500,000)per accident and for property damages of
25 not less than Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage
26 should include hired and non-owned vehicles used in connection with this
27 Agreement.
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5 COUNTY OF FRESNO
Fresno,CA
1 C. Professional Liability
2 If CONTRACTOR employs licensed professional staff(e.g. Ph.D., R.N.,
3 L.C.S.W., M.F.C.T.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars ($1,000,000)per occurrence, Three
4 Million Dollars ($3,000,000) annual aggregate.
5 D. Worker's Compensation
6 A policy of Worker's Compensation Insurance as may be required by the
7 California Labor Code.
8 CONTRACTOR shall obtain endorsements to the Commercial General Liability
9 insurance including the County of Fresno, its officers, agents, and employees, individually and
10 collectively, as additional insured,but only insofar as the operations under this Agreement are
11 concerned. Such coverage for included insured shall apply as primary insurance and any other
12 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be
13 excess only and not contributing with insurance provided under CONTRACTOR's policies herein.
14 This insurance shall not be cancelled or changed without a minimum of thirty(30) days advance
15 written notice given to First Named Insured.
16 Within thirty(30) days from the date CONTRACTOR signs this Agreement,
17 CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the
18 foregoing policies, as required herein, to the County of Fresno, DSS, PO BOX 1912, Fresno,
19 California, 93718-1912, Attention: Contracts, stating that such insurance coverages have been
20 obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be
21 responsible for any premiums on the policies; that such Commercial General Liability insurance
22 includes the County of Fresno, its officers, agents and employees, individually and collectively, as
23 additional insured, but only insofar as the operations under this Agreement are concerned; that such
24 coverage for included insured shall apply as primary insurance and any other insurance, or self-
2 5 insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not
26 contributing with insurance provided under CONTRACTOR's policies herein; and that this insurance
27 shall not be cancelled or changed without a minimum of thirty(30) days advance written notice given
28 to First Named Insured.
6 COUNTY OF FRESNO
Fresno,CA
1 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
2 herein provided, COUNTY may, in addition to other remedies it may have, suspend, or terminate this
3 Agreement upon the occurrence of such event.
4 All policies shall be with admitted insurers licensed to do business in the State of
5 California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
6 of A FSC VII or better.
7 10. CONFIDENTIALITY
8 All services performed by CONTRACTOR under this Agreement shall be in strict
9 conformance with all applicable Federal, State of California, and/or local laws and regulations
10 relating to confidentiality.
11 11. DATA SECURITY
12 For the purpose of preventing the potential loss, misappropriation or inadvertent
13 disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY
14 resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a
15 contractual relationship with the COUNTY for the purpose of providing services under this
16 Agreement must employ adequate data security measures to protect the confidential information
17 provided to the CONTRACTOR by the COUNTY, including but not limited to the following:
18 A. CONTRACTOR will implement reasonable and appropriate measures designed
19 to secure COUNTY data against accidental or unlawful loss, access or disclosure.
20 B. Confidential client information transmitted to one party by the other by means of
21 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of
22 128 BIT or higher. Additionally, a password or pass phrase must be utilized.
23 C. CONTRACTOR is responsible to immediately notify COUNTY of any breaches
24 or potential breaches of security related to COUNTY's confidential information, data maintained in
25 computer files,program documentation, data processing systems, data files and data processing
26 equipment which stores or processes COUNTY data internally or externally.
27 D. The requirements in this Data Security provision shall apply to
28 CONTRACTOR's subcontractors, if any.
7 COUNTY OF FRESNO
Fresno,CA
I E. Client has sole responsibility for the legality, reliability, integrity, accuracy and
2 quality of the Customer Data. "Customer Data" means any data, information, or material COUNTY or
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any of its Authorized Users provides or submits through the SaaS Service.
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5 12. NON-DISCRIMINATION
6 During the performance of this Agreement CONTRACTOR shall not unlawfully
7 discriminate against any employee or applicant for employment, or recipient of services, because of
8 ethnic group identification, gender, gender identity, gender expression, sexual orientation, color,
9 physical disability, mental disability, medical condition, national origin, race, ancestry, marital status,
10 religion, or religious creed, pursuant to all applicable State of California and Federal statutes and
11 regulations.
12 13. CONFLICT OF INTEREST
13 No officer, agent, or employee of COUNTY who exercises any function or
14 responsibility for planning and carrying out the services provided under this Agreement shall have any
15 direct or indirect personal financial interest in this Agreement. In addition, no employee of COUNTY
16 shall be employed by CONTRACTOR to fulfill any contractual obligations with COUNTY.
17 CONTRACTOR shall also comply with all Federal, State of California, and local conflict of interest
18 laws, statutes, and regulations, which shall be applicable to all parties and beneficiaries under this
19 Agreement and any officer, agent, or employee of COUNTY.
20 14. CHARITABLE CHOICE
21 CONTRACTOR may not discriminate in its program delivery against a client or
22 potential client on the basis of religion or religious belief, a refusal to hold a religious belief, or a
23 refusal to actively participate in a religious practice. Any specifically religious activity or service
24 made available to individuals by CONTRACTOR must be voluntary as well as separate in time and
25 location from County funded activities and services. CONTRACTOR shall inform COUNTY as to
26 Whether it is faith-based. If CONTRACTOR identifies as faith-based it must submit to DSS a copy of
27 its policy on referring individuals to an alternate treatment provider, and include a copy of this policy
28 in its client admission forms. The policy must inform individuals that they may be referred to an
alternative provider if they object to the religious nature of the program, and include a notice to DSS.
8 COUNTY OF FRESNO
Fresno,CA
1 Adherence to this policy will be monitored during annual site reviews, and a review of client files. If
2 CONTRACTOR identifies as faith-based, by July 1 of each year CONTRACTOR will be required to
3 report to DSS the number of individuals who requested referrals to alternate providers based on
4 religious objection.
5 15. PROHIBITION ON PUBLICITY
6 None of the funds, materials,property or services provided directly or indirectly under
7 this Agreement shall be used for CONTRACTOR's advertising, fundraising, or publicity(i.e.,
8 purchasing of tickets/tables, silent auction donations, etc.) for the purpose of self-promotion.
9 Notwithstanding the above, publicity of the services described in Paragraph One (1) of this Agreement
10 shall be allowed as necessary to raise public awareness about the availability of such specific services
11 when approved in advance by the Director or designee and at a cost as provided in Exhibit B for such
12 items as written/printed materials, the use of media(i.e., radio, television, newspapers) and any other
13 related expense(s).
14 16. DISCLOSURE OF SELF-DEALING TRANSACTIONS
15 This provision is only applicable if CONTRACTOR is operating as a corporation(a for-
16 profit or non-profit corporation) or if during the term of this Agreement, CONTRACTOR changes its
17 status to operate as a corporation.
18 Members of CONTRACTOR's Board of Directors shall disclose any self-dealing
19 transactions that they are a party to while CONTRACTOR is providing goods or performing services
20 under this Agreement. A self-dealing transaction shall mean a transaction to which CONTRACTOR
21 is a party and in which one or more of its directors has a material financial interest. Members of the
22 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
23 and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and by this
24 reference incorporated herein, and submitting it to COUNTY prior to commencing with the self-
2 5 dealing transaction or immediately thereafter.
26 17. AUDITS AND INSPECTIONS
27 Upon reasonable request by COUNTY, CONTRACTOR shall make available to
28 COUNTY for examination all of its records with respect to the matters covered by this Agreement.
9 COUNTY OF FRESNO
Fresno,CA
1 CONTRACTOR shall,upon reasonable request by COUNTY,permit COUNTY to audit and inspect
2 all such records and data necessary to ensure CONTRACTOR's compliance with the terms of this
3 Agreement. Such audit shall not occur more than once every twelve (12)month period. COUNTY
4 shall provide at least fifteen(15)business days prior written notice prior to any audit.
5 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
6 CONTRACTOR shall be subject to the examination and audit of the State of California Auditor
7 General for a period of one (1) year after final payment under contract(California Government Code
8 section 8546.7). Notwithstanding the foregoing, CONTRACTOR has no obligation to retain data that
9 COUNTY or any authorized users provides or submits through the services as provided in any Order.
10 18. OWNERSHIP AND LIMITED LICENSE
11 The Products and all equipment, infrastructure, websites and other materials provided by
12 CONTRACTOR in the performance of Services will, at all times, remain the exclusive, sole and
13 absolute property of CONTRACTOR or its licensors. COUNTY does not acquire any right, title, or
14 interest in or to such Products and equipment and materials. COUNTY's right to use the Products and
15 Services is personal, and non-transferable, non-exclusive and limited to the Term and the Authorized
16 Purpose. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, and
17 other proprietary right relating to the Products and Services and the related logos, product names, etc.
18 and all rights not expressly granted are reserved by CONTRACTOR and its licensors. COUNTY may
19 not obscure, alter or remove any copyright, patent, trademark, service mark or proprietary rights
20 notices on any Products or other materials.
21 19. NOTICES
22 The persons having authority to give and receive notices under this Agreement and their
23 addresses include the following:
24 COUNTY CONTRACTOR
25 Director, County of Fresno Tricia Benedix, Chief Financial Officer
26 Department of Social Services Social Solutions Global, Inc.
PO BOX 1912 425 Williams Court, Suite 100
27 Fresno, CA 93718-1912 Baltimore, Maryland 21220
le gal&socialsolutions.com
28
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- 10 - COUNTY OF FRESNO
Fresno,CA
1 20. GOVERNING LAW
2 The parties agree, that for the purposes of venue, performance under this Agreement is
3 to be in Fresno County, California.
4 The rights and obligations of the parties and all interpretation and performance of this
5 Agreement shall be governed in all respects by the laws of the State of California.
6 21. ENTIRE AGREEMENT
7 This Agreement, including all Exhibits, COUNTY's RFP 17-051 and CONTRACTOR'S
8 response thereto, constitutes the entire agreement between CONTRACTOR and COUNTY with
9 respect to the subject matter hereof and supersedes all previous agreement negotiations, proposals,
10 commitments, writings, advertisements,publications, and understandings of any nature whatsoever
11 unless expressly included in this Agreement.
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COUNTY OF FRESNO
Fresno,CA
1 IN WITNESS WHEREOF,thepaities hereto have executed this Agreement as of the day and year
2 first hereinabove written.
3
4
5 ATTEST:
6 CONTRACTOR: COUNTY OF FRE,SNO
7 Social Solutions Global,Inc.
9 Y By B /ter �- IL k--
9 -G
Brian Pacheco, Chairman and/or
10 Print Name; Tricia Benedix Sal Quintero,Vice-Chairman
Board of Supervisors
11 Title: Chief Financial Officer
12 �� 0 Date;
Date:
13
ATTEST: BERNICE E. SEIDEL,Clerk
14 Board of Supet visors
15
16 By
17
18
PLEASE SEE ADDITIONAL
19 SIGNATURE PAGE ATTACHED
20 Mailing Address:
21 425 Williams Court,Suite 100
Baltimore,Marylaud 21220
22 Phone No.:(443)460-3432
23 Contact: Tricia Benedix
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12 COUNTY OF FRESNO
Fresno,CA
1 APPROVED AS TO LEGAL FORM:
2 DANIEL C. CEDERBORG, COUNTY COUNSEL
3
4 By
5 S I
APP OR-CONTROLLER/
F
OVED AS TO ACCOUNTIN6 OS " RJ. GARCIA, C.P.A., AUDI
TREASURER-TAX COLLECTOR
7
89 By Lia, -K-,-10 REVIEWED AND RECOMMENDED
11 FOR APPROVAL:
12
13 B
14
k Q_
DelfirRo"E.Ner,ciirecto
Department of al Services
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19
20 Fund/Subclass: 0001/10000
Organization: 56107001
21 Account/Program: 7870/0
22 DEN:sv
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— 13 COUNTY OF FRESNO
Fresno,CA
Exhibit A
Page 1 of 9
SUMMARY OF SERVICES
ORGANIZATION: Social Solutions Global, Inc.
SERVICE: Efforts to Outcomes — Case Management Database
ADDRESS: 425 Williams Court, Suite 100
Baltimore, Maryland 21220
OFFICE TELEPHONE: (443) 460-3432
(773) 551-1507
CONTACT(S): Tricia Benedix, Chief Financial Officer
Nicholas Musillami, Account Manager
EMAIL: nmusillami@SocialSolutions.com
CONTRACT PERIOD: Effective upon Execution — June 30, 2018
July 1 , 2018 — June 30, 2019
July 1 , 2019 — June 30, 2020
July 1 , 2020 — June 30, 2021
July 1 , 2021 — June 30, 2022
AMOUNT: $373,150
SUMMARY OF SERVICES
Social Solutions Global, Inc., henceforth referred to as CONTRACTOR, shall be
responsible for implementing, training and providing technical support for Efforts to
Outcomes (ETO), a web-based comprehensive case management and reporting
database. The database will be utilized by designated DSS staff and selected County
contracted vendors that provide child abuse prevention services including Differential
Response (DR) and/or Neighborhood Resource Center (NRC) services.
CONTRACTOR's RESPONSIBILITIES
A. Services to be provided by CONTRACTOR to COUNTY
1. Users
CONTRACTOR will provide a case management database for 50 users.
Additional users may be added during the terms of this contract. Cost of the
additional users is listed in Exhibit B of this Agreement.
2. System Implementation
CONTRACTOR shall work in conjunction with DSS staff to implement ETO.
Implementation shall include the following:
Exhibit A
Page 2of9
I. Plan Phase — Includes deliverables including the project work plan, project
management plan, and kick-off meeting.
II. Design Phase — Review of design requirements, core outputs and
outcomes. Documentation of the "blueprint" of the solution.
III. Build Phase — Includes construction, configuration and the initial
demonstration of the system as outlined in the blueprint.
IV. Testing Phase — Includes testing of the system to confirm that the system
operates as defined in the design stage and identify any defects that need
to be corrected prior to going live in production. Required changes
resulting from the testing phase will be discussed, and if covered under
the Agreement, shall be completed by CONTRACTOR.
V. Support Phase — Includes transition to the support department who will be
the primary contact for Support, as defined in Section 3 of Exhibit D
Additional Terms and Conditions as the County moves forward.
3. Training
CONTRACTOR will work in conjunction with DSS staff to provide the listed
training in accordance with the costs specified in Exhibit B, Budget Summary.
At an additional cost, custom training packages can be tailored to meet the
County's needs.
I. On-site Training — CONTRACTOR will conduct on-site "train-the-trainer"
training of the ETO system during System Implementation , as set forth in
Section 2 of this Exhibit A, to designated DSS staff and selected County
contracted vendors that provide child abuse prevention services. Training
will be provided at County of Fresno DSS for 12-20 end users.
II. Web-based Training — Training will be provided for Annual Administrator
and Reported Writer monthly. Two seats are allocated for Administrator
training and one seat is allocated for Reporter Writer training. Licenses
are transferable if trained users leave agency.
III. On-going Training — CONTRACTOR will provide free online Litmos
Training portal to County. Topics will be determined by CONTRACTOR.
B. Maintenance and Support
ETO maintenance and support is defined in Section 3 of Exhibit D Additional
Terms and Conditions. The first day of production use will be mutually identified
by COUNTY and CONTRACTOR. CONTRACTOR will support day-to-day
operation of the System as follows:
1. Customer Support: Basic Support
When Customer Support is contacted, a case will be entered into
CONTRACTOR's Customer Relationship Management (CRM) system
resulting in a unique case number. This case number will be provided to the
user and will be left open until the case is resolved. Each time a user contacts
Exhibit A
Page 3 of 9
Support with a different question or issue, a new case will be entered into the
CRM system.
2. Contacting Customer Support
Contractor provides several different ways to contact Customer Support:
Online Help Manual: Users can access searchable online Help Manual to find
out how to use all software features, locate answers to FAQs, or watch
recorded trainings (available 24/7).
Customer Portal: Users can log into the Customer Portal to contact Support,
update cases or check issues and case statues, or check Knowledge Base
(available 24/7). This is accessible to all ETO administrators via the Support
link under Help in the upper right hand corner of ETO.
Phone support: Users can call Customer Support at 866-732-3560 x 2 to
speak with a live Customer Support Representative.
Chat support: Users can chat with a live representative by clicking Help in the
upper right hand corner of the software and then clicking Support to access
the portal.
Email support: Users can email support(o)_socialsolutions.com (ETO software
users) directly or send a message through the software by clicking on the
Help link in the upper right corner of the software and then clicking Support.
3. Response Time for Basic Email/Portal Support
Response times may vary and is highly dependent upon the volume of cases.
Initial target response time ranges depending on the priority of the case
submitted. Details and definitions of case priorities and target response times
are provided in the table below. In order to provide the highest level of
service, Critical/Business Down cases will be reviewed first; if the case does
not meet the definition of a Critical/Business Down case, then the response
will be based on the actual priority of the question, request, or concern.
If a case is not submitted through the designated Contact Us pages or the
portal, the priority will default to Medium unless it explicitly states otherwise
within the subject of the message. Case priorities can be adjusted after the
case has been submitted if additional information is provided/discovered that
causes the priority to either increase or decrease. If the case priority is
adjusted by a Customer Support Representative, the representative will notify
user of the change and provide an explanation for the change.
Priority Details/Definition
Critical/ Services have stopped or are severely impacted with no
acceptable workaround. Critical/Business Down requests can
Business apply to removal of users for security purposes from the
Down software, reports due within a limited time frame, features or
reports not functioning causing possible data loss, data
Exhibit A
Page 4 of 9
corruption, or significant financial impact. User reporting these
cases should be readily available for additional follow up
questions or troubleshooting. Target response time is one
business hour.
Use of the software is continuing but there is serious impact on
business operations. Software is operational with one or more
important features unavailable with no acceptable workaround.
High High priority requests can apply to time sensitive cases or
cases that require significant investigation and need to be
addressed quickly. Target response time is two business
hours.
Use of the software is continuing but there is moderate impact
on business operations. Software is operational with one or
more important features unavailable but there is an acceptable
Medium workaround. Medium priority requests can apply to time
sensitive cases or cases that require significant investigation
and need to be addressed quickly. Target response time is 16
business hours.
Software is operational with problems or errors which have little
impact on system operations. There is no time limitation
involved and the response will not impact immediate business
Low operations. Low priorities can apply to enhancement requests,
questions on best practice, request for more information on a
specific feature, spelling or grammar errors, or comments on
the software. Target response is one business day.
4. Support via Chat
Chat is answered in real time in the order in which they are received. If no
representatives are available, questions should be sent via email and it will be
answered in the order in which it is received. For all chat interactions,
CONTRACTOR will try to answer the user's question(s) while on chat. If for
some reason this is not possible, the targeted response time for following up
on a chat with questions left unanswered ranges from two hours to one
business day depending on the level of research needed to investigate and
answer the user's question. The response time may be longer if the case is
escalated to a higher level Support Team member, but the user will receive
updates while the representative continues to work on the case. Users should
not use chat support for more complex questions or issues, such as ETO
Results related questions or troubleshooting technical issues on your
computer, such as the inability to open a report. These types of questions
should be handled via phone or email.
5. Support via Phone
Exhibit A
Page 5 of 9
Calls will be taken in real time and are answered in the order in which they
were received. If a user wishes to leave a voicemail, the next available
representative will respond to the voicemail, typically within one hour. For all
phone interactions, CONTRACTOR will try to answer the user's question(s)
while on the phone. If for some reason this is not possible, the targeted
response time for following up on a call with questions left unanswered
ranges from four hours to one business day depending on the level of
research needed to investigate and answer the user's question. The response
time may be longer if the case is escalated to a higher level Support Team
member, but the user will receive updates while the representative continues
to work on the case. The response time may be longer if the case is
escalated to a higher level Support Team member, but the user will receive
updates while the representative continues to work on the case.
6. Support Hours
During the term of this Agreement, CONTRACTOR shall provide unlimited
support and technical assistance to COUNTY's designated representatives by
toll-free phone, online chat, email, and CONTRACTOR's online customer
support portal access including self-service knowledge base.
Social Solutions Customer Support shall be available by phone and email
during the following business hours: Monday — Friday 4:00 am — 5:00 pm
Pacific Standard Time (PST).
Chat support shall be available Monday— Friday 6:00 am — 2:00 pm (PST)
Social Solutions Customer Support checks email for major issues from 5:00
pm — 8:OOpm (PST) Monday— Thursday, 3:00 pm — 8:00 pm (PST) on Friday,
and 7:00 am — 5:00 pm (PST) on Saturday, Sunday, and holidays. This is
only intended to be used for major issues; for example, a server running out
of memory or a reporting server down.
7. Resolution Time for Basic Support
Targeted support (non-development related issue) resolution time is eight
business hours from initial response (this does not include time when the
support representative is waiting for a response from the user). Resolution
time is highly dependent on the detailed information provided by the user.
8. Customer Support: Errors
Errors are defined in Exhibit D. If the user is experiencing something that they
believe to be an Error in the software, the user should contact Customer
Support and provide detailed instructions on how to reproduce the Error. A
representative will log in as/with the user to diagnose the issue and determine
if it is an Error.
When users contact Customer Support with a potential Error, a case will be
entered into the CRM system. If it is determined that the reported problem is
an Error, an issue will be logged in the system in addition to the case. The
user will be given an issue number to track the Error. The representative will
Exhibit A
Page 6 of 9
assign a severity to the issue based on the criteria described below; the
resolution time is highly dependent on the severity. A user has the right to
provide feedback regarding the severity of the issue based on the priority for
their organization. Each time a user contacts support with a different issue, a
new case number and an issue number will be provided to the user. The user
will receive communication from Customer Support on the status of the issue
based on the criteria set below.
CONTRACTOR typically deploys three to four major updates/releases to the
software per year, along with monthly maintenance releases. Users are given
advanced notification of maintenance periods and upcoming updates on the
login page and via an e-newsletter.
There are four levels of severity for issues. Each issue is prioritized based on
its severity level.
Severity Issue Criteria Target Resolution Communication and
Time Escalation
Major The Development Customer Support will
functionality issue Team works to provide daily updates
that prevents resolve these issues of the status of the
1 —
user from being immediately with a issue until such time as
"Show- able to use target resolution of the issue is resolved.
Stopper" software. two business days Escalation of the issue
or less. to the COO will occur if
issue is not resolved
within the target
resolution time.
Exhibit A
Page 7 of 9
Major functionality The Development User may elect to have
issue which does Team works to Customer Support
not have a resolve these issues provide updates on a
workaround that is immediately with a daily basis, every other
1 — "Non key to ETO's target resolution of day, or whenever there
Show- performance and 10 business days. is an update in the
Stopper" causes major defect's remediation.
impact to user's Escalation of the issue
ability to operate to the COO will occur if
their organization. issue is not resolved
within the "target."
A major function The Development Users will receive an
does not work in a Team will fix within automated update
core area of ETO, its normal release when the issue
2 but there is a cycle. The target is resolution is scheduled
workaround. to fix these issues to be deployed.
However, the within 30-120 days.
workaround is
time consuming.
Minor functionality These issues will be Status will be provided
less key to ETO is targeted to be via customer portal and
not working or addressed when users will receive an
there is there is work being automated update
functionality that is done in the when the resolution is
3 not working but functional area that scheduled to be
there is an easy contains the defect. deployed.
workaround. Issue can be
categorized as a
higher priority if it is
affecting a large
number of users.
Cosmetic or These issues will be Status will be provided
inconsistency targeted to be via customer portal and
issues that do not addressed when users will receive an
4 affect functionality there is work being automated update
in any significant done in the when the resolution is
way. functional area that scheduled to be
contains the defect. deployed.
Exhibit A
Page 8 of 9
9. Resolution Time for Issues/Defects
These targeted resolution times only apply to core functionality, except if the
functionality affected is completely hindering a user's ability to work and use
the software.
C. Managed Services Package
CONTRACTOR shall provide a Managed Services package to County. Cost of
the Managed Services is noted in Exhibit B. Managed Services consist of 50
hours of services per 12-month term. Unused hours remaining at the end of
each 12-month term will expire and not roll over to the following year. Services
performed under Managed Services may include but are not limited to
configuration adjustments, reporting assistance and post go live support not
provided in the Basic Support package described above.
D. CONTRACTOR'S Protect Coordinator
Upon execution of this Agreement, CONTRACTOR shall appoint a Project
Coordinator who will act as the primary contact person to interface with COUNTY
for implementation, maintenance and support of ETO.
E. ETO Updates
ETO Updates shall be subject to the terms and conditions of this Agreement and
shall be deemed part of the software licensed hereunder. ETO Updates will be
made available to COUNTY at the discretion of CONTRACTOR but will not be
unreasonably withheld.
F. Anti-Virus Management
CONTRACTOR will actively run anti-virus management, where appropriate, on
all application servers and PCs. The application is expected to perform
adequately while anti-virus management is active.
G. Software Hosting Services
CONTRACTOR shall select a reputable host for the server on which ETO is
hosted and from which access is to be provided to COUNTY for Authorized
Users. The software host should adhere to all privacy laws and regulations
regarding sensitive Personally Identifying Information (PII) and confidential
information. In the event of a Security Breach, CONTRACTOR will be liable for
payment of or reimbursement to the COUNTY for all remediation expenses, and
any monetary losses up to the contract maximum as set forth in Section Four,
COMPENSATION, to the extent caused by CONTRACTOR's gross negligence
or willful misconduct. CONTRACTOR will make every reasonable effort to
maintain a 99.5% up-time for the hosted ETO system. CONTRACTOR reserves
the right to establish a monthly maintenance window for the purpose of
upgrading, patching, or modifying, or repairing portions of or the entire ETO
environment. The monthly window will be mutually agreed to in writing by
CONTRACTOR's Project Coordinator and COUNTY's Project Manager.
Exhibit A
Page 9 of 9
H. System Reliability
CONTRACTOR shall use commercially reasonable efforts to make the Service
generally available in accordance with the Service Level Agreement applicable
each Service ("Service Availability"). Service Availability does not include
interruption of Service as a result of (i) planned downtime for maintenance (ii)
Internet Unavailability, (iii) Independent Customer Activity or (iv) force majeure
events or other events that are not under SSG's control. Service Level
Agreement" means service level agreement(s) that we offer with respect to the
SaaS Services as they may be updated by SSG from time to time. The service
level agreement for ETO is located at:
https://www.dropbox.com/s/dbpyz7r4ng9rxzw/SSG%20SLA.pdf?dl=0
COUNTY RESPONSIBILITIES
A. COUNTY Contract Administrator
COUNTY's Contract Administrator and/or designee has full authority to work with
CONTRACTOR in all matters concerning this Agreement.
B. Acceptance Testing
COUNTY shall cooperate with CONTRACTOR and participate in Acceptance
Testing, as provided below, to ensure ETO performs all functions necessary
pursuant to this Agreement.
C. Acceptance Testing Process
Following implementation, CONTRACTOR shall test ETO along with COUNTY
personnel.
D. COUNTY Project Manager
Upon execution of this Agreement, COUNTY's Contract Administrator shall
designate one individual from DSS IT who will function as Project Manager with
responsibility for day-to-day management of the project for implementation of
ETO. The Project Manager and COUNTY personnel shall have the necessary
and appropriate training and experience to implement the terms of this
Agreement. COUNTY acknowledges CONTRACTOR'S reliance on same.
E. Other COUNTY Obligations
Technical assistance from COUNTY's IT staff will be provided during the
performance of the installation of ETO. In particular, COUNTY will provide:
1. Network connectivity and troubleshooting assistance.
2. Ability to monitor network traffic and isolate bottlenecks.
3. Expertise to handle issues with PCs, printers, and cabling before, during, and
after rollout.
Exhibit B
Page 1 of 3
Social Solutions Global, Inc. — Efforts to Outcomes
Budget Summary
Service FY FY FY FY FY
17-18 18-19 19-20 20-21 21-22
50 User Annual Fee $40,520 $40,520 $40,520 $40,520 $40,520
User/Admin Support $10,000 $10,000 $10,000 $10,000 $10,000
Web-Based Training $3,550 $3,550 $3,550 $3,550 $3,550
On-Site Training $1,800
Expenses for On-Site Training and $5,000
Implementation
TOTAL FOR EACH YEAR $60,870 $54,070 $54,070 $54,070 $54,070
Additional
Upgrades/Enhancements/Other $50,000
Implementation Fee with Moderate
C $46,000
hanges
GRAND TOTAL FOR FIVE YEARS $373,150
Exhibit B
Page 2 of 3
Budget Detail Narrative
Service Description Payment
Terms
50 User Annual Fee Per user annual fee (50 x $810.40 = 100% Upfront
$40,520) Annually
Annual fee of $10,000 covers 50 hours of
Managed Services per contract term
which can include but not limited to
configuration adjustments, reporting 100% Upfront
User/Admin Support assistance and post go live support. Annually
Unused hours remaining at the end of
each 12-month term will expire and not
roll over to the following year.
Helpdesk is provided at no cost.
Annual fee of$3,550 for monthly web-
based training for Administrator Training
and Report Writer Training. Cost covers
Web-Based Training two seats ($1,300 each) for Administrator 100% Upfront
Training and one seat ($950) for Report Annually
Writer Training. Licenses are
transferable if trained users leave
agency.
Fixed fee of$1,800 for train-the-trainer
On-Site Training training. Training will be provided at 100% Upfront
County of Fresno DSS for 12-20 end (Year 1 Only)
users.
$5000 will cover travel, lodging, meals, Billed monthly
Expenses for On-Site Training expenses, and materials required for on- based on time
and Implementation site training and/or implementation — and materials
included for year one only. utilized.
$50,000 allocated may cover additional
upgrades, enhancements, user
subscriptions, additional training, travel
and other areas of need. Unused funds
roll over from year to year. Billed monthly
Additional Additional users must be purchased in 5 based on time
Upgrades/Enhancements/Other or 10 user increments. Annual cost per and materials
user is $810.40 for years 1 to 3. Annual utilized.
cost is fixed for the remainder of the
contact if purchased in years 1 to 3.
Annual cost per user for years 4 and 5
may vary.
Exhibit B
Page 3 of 3
Fee of $46,000 covers Differential
Response Initiators and 225 hours of
implementation and moderate modifications
needed during the 5 year term of the
Agreement. Unused hours remaining at the
end of each 12-month term will roll over to
the following year.
• DR Assessment Initiator— ($500) One-Time Fee.
Supports work to ensure child safety 100% Upfront
through in-home service to families
that have a low to moderate risk of
maltreatment.
• DR Investigation Initiator— ($250) One-Time Fee.
Supports investigation of serious 100% Upfront
child abuse and neglect allegations.
• DR Screening Initiator— ($250) One-Time Fee.
Supports the initial screening of 100% Upfront
maltreatment reports before
dismissing or assigning cases to
either an Assessment or an
Investigation track.
• Project Manager (47Hr. x $200 = Billed monthly
Implementation Fee with $9,400) based on time
Moderate Changes o Day to day leadership and utilized.
defining project priorities.
o Build and communicates
project plan, issues, risks, and
status.
• Social Architect (60 Hr. x $200 = Billed monthly
$12,000) based on time
o Assist the County in utilized.
recommending a solution that
fits the County's needs within
the respective scope and
budget, as needed.
• Technology Consultant Billed monthly
(118Hr. x $200 = $23,600) based on time
o Works with the utilized.
Implementation Consultant to
configure the design as
specified.
o Works with the County
Administrators and report
writers closely to write reports
that best fit the County's
needs
Exhibit C
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County'),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name,job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit C
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3) Disclosure(Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a):
(5)Authorized Signature
Signature: Date:
EXtl1BITD
ADDITIONAL TERNIS ANDCONDMONS
These Terms and Conditions CT8zC'j are attached to and made a part ofthe AGREEMENT entered into between Social Solutions Global,Inc.(`SSG)and COUNTYOF FRESNO(`Client').
1 DEFINITIONS 3 SERVICES
`Agreement"means the AGREEMENT,these W,Order Forms,Statements of 3.1 Generally.Subject to Client's and its Authorized Users'compliance with the
Work,and other attachments and exhibits attached thereto. Agreement and timely payment of the applicable fees,SSG shall make the SaaS Service
`Authorized Users"means an individual identifiable by a name and excludes concurrent available to Client and its Authorized Users in accordance with the applicable Service
users.Authorized Users may not share their user name with others. Level Agreement,the terms ofthis T&C and the applicable Order Form during the Term.
"Authorized Purpose"are defined in the AGREEMENT.
`Confidential Information"is defined in section 6. 3.2 Environment. SSG will provide Client online access to and use ofthe SaaS
"Content"means inf rmation,data,text,software,music,sound,photographs, Service(s)via the Internet by use of SSG-approved Client-provided browser. The SaaS
graphics,video messages or other material to which Client is provided access by SSG Service will be hosted on a server that is maintained by SSG or its designated thud party
through the Products. supplier or data center.Client is solely responsible for obtaining and mai taking,at its
"Customer Data"means any data,information,or material Client or any Authorized own expense, all equipment needed to access the SaaS Services, including but not
User provides or submits through the SaaS Service. limited to Internet access,adequate bandwidth and encryption technology.
`Customizations"mans modifications to the Products or custom work or 3.3 Changes. Access is limited to the version of the Products in SSG's
Content developed by or on behalf of SSG pursuant to a Professional Services production environment.SSG regularly updates the SaaS Services and reserves the right
engagement hereunder to discontinue, add and/or substitute functionally equivalent features in the event of
'Documentation"means the user instructions,release notes,manuals and on-lure pact unavailability,end-of-life,or changes to software requirements. SSG Will notify
help tiles as updated by SSG from time to time,in the form generally made available by Client of any material change to or discontinuance ofthe SaaS Services.
SSG,regarding the use ofthe SaaS Services.
`Error"means a material failure of the SaaS Service to conform to its 3.4 Security;Back-Ups.Without knifing Client's obligationvs under Section 4.4,
functional specifications described in the Documentation,which is reported by Client SSG will implement reasonable and appropriate measures designed to secure Customer
and replicable by SSG. Data against accidental or unlawfirl loss,access or disclosure.SSG willperformbackups
`Independent Customer Activity"means:(i)use of equipment by Client not provided in accordance with the Service Level Agreement.
or previously approved by SSG;or(i)negligent acts or omissions or willful
misconduct by Client or its Authorized Users. 3.5 Storage Space. SSG shall provide storage space for Client's use of the
`Internet Unavailability"means Client's inability to access,or SSG's inability to SaaS Service up to the amount set forth on the applicable Order Form Additional
provide,the SaaS Service through the Internet due to causes outside of SSG's storage space,ifrequired,is subject to additional charges atSSG's then prevailing rates.
direct control,including,but not limited to:(r)failure or unavailability of Internet access; 3.6 Service Availability.SSG shall use commercially reasonable efforts to make
(i)unauthorized use,theft or operator errors relating to telephone,cable or Internet the Service generally available in accordance with the Service Level Agreement
service provider,(iu)bugs,errors,configuration problems or incompatibility of applicable to each Service(`Service Availability). Service Availability does not include
equipment or services relating to Client's computer or network; or (iv) failure of intermption of Service as a result of(i)planned downtime for maintenance(i)Internet
communications networks or data transmission facilities,including without limitation Unavailability,(m)Independent Customer Activity or(iv)force majeure events or other
wireless network interruptions. events that are not under SSG's control.
`Dicense Nbtrics"means the limitation on the usage of SaaS Services as
designated and/or defined in the applicable Order Form or the financial metric used 3.7 Support Services. SSG shall provide the level of Support specified in the
to calculate applicable fees,and designated by a term such as the number of Order Form for the Service.Support services provided by SSG as part of SaaS Services
`triers';`regencies';`Irevenues"and the like. include (1)technical support and workarounds that will enable the SaaS Services to
`Order Form"is defined in section 2.2. operate in material conformance with the Documentation,and(i)the provision ofupdates
`Products" means, collectively, software programs (including updates thereto,ifand when available,all of which are provided under SSG Support policies(as
and Documentation), Content, Custonvzations and all toollats and any other maybe amended by SSG from tim to time)in effect at the time the Support services are
programs provided by SSG hereunder, training materials, tutorials and related provided (`Support'). For the avoidance of doubt, Support excludes Professional
documentation provided by SSG in connection with the performance of Services. Services. Updates include bug fixes, patches, Error corrections, rmmnor and major
`Professional Services"means data conversion, data mapping, implementation, releases,non-new platform changes,or modifications or revisions that enhance existing
site planning, configuration, integration and deployment of the SaaS Services, performance. Updates exclude new products,modules or functionality for which SSG
custom development, customizations, training, project management and other generally charges a separate fee. Support is provided solely to the number of named
consulting services. `Champions"set forth on the Order Foram The current version ofthe Support policies can
`SaaS Services"means the software as a service and other services identified in be found at htms:bVai�ne.etosoa�.convEToxeMnmudoc�nrs/sse^iaoimtremnceia000tiy.oae
the Order Form and associated Support.
"Services"means collectively SaaS Services and Prokssional Services. SSG is under no obligation to provide Support with respect to:(r)Services that have been
`Service Level Agreement"means service level agreement(s)that SSG offers altered or modified by anyone other than SSG or its licensors;(i)Services used other
with respect to the SaaS Services as they may be updated by SSG from time to time, than in accordance with the Documentation;(in)discrepancies that do not significantly
which are located at https://trainhg.etosoftare.cornETOlielnNl3nuaVdocutmnts/ssa°/aosla.ndf impair or affect the operation ofthe Service;(iv)errors or malfunction caused by Client or
`Support"is defined in section 3.7. its Authorized Users' failure to comply with the mimmam system requirement
documentation as provided by SSG or by use ofnonconfomming data,or by Independent
2 PURPOSE AND SCOPE Customer Activity,or(vn)errors and malfinction caused by any systems or programs not
2.1 Purpose. 'These T&C establish the general terms and conditions to which suppliedbySSG.
the parties have agreed with respect to the provision of Services by SSG to Client.
Additional terms for the purchase of specific Service are set forth in the Order Form 3.8 Support Exclusions. For the avoidance of doubt, updates to the SaaS
The parties acknowledge receipt of and agree to be bound by the W.All pre-printed or Services are subsequent releases to the standard SSG products, excluding
standard tens ofany Client purchase order or other business processing document shall Custormzations. SSG reserves the right to charge Client for any reintegration work
have no effect. required to make Customizations compatible with future versions/releases. TILE
DELIVERABLES AND CUSTONZATIONS ARE NOT SUBJECT TO THE SUPPORT
2.2 Incorporation of Order Forms. `Order Fonn'means the document(s), PLAN FOR THE SAAS SERVICES.Support for the Customizations,if available,may be
regardless of actual name,executed by the parties which incorporates by reference the obtained from SSG subject to payment ofapplicable fees.
terms of this W, and describes order-specific information, such as description of
Services ordered,License Nbtrics,fees.Al any time after execution of the initial Order 3.9 Professional Services. SSG will perform the matually agreed upon
Form, Client may purchase additional Services or otherwise expand the scope of Professional Services for Client described in one or more work orders, work
Services granted under an Order Form,upon SSG's receipt and acceptance of a new authorizations or statements of work or Order Forms(collectively`SOW)as the parties
Order Form specifying the foregoing. may agree to in writing from time to tine. Each SOW,once executed by the authorized
representatives of the parties,shall become a part of the Agreement.Either party may
2.3 Order of Precedence.To the extent any terns and conditions contained in propose a change order to add to,reduce or change the work ordered in the SOW. Each
these T&C conflict with the terms and conditions of the AGREEMENT,the terms and
conditions ofthe AGREEMWr shall control
change order shall specify the change(s)to the Professional Services or deliverables,and Agreement by such Users and all activities that occur under Client's and its users'
the of ect on the time ofperfonmrice and on the fees owed to SSG,due to the change. accounts.If Client becomes aware ofanyviolation by a user,i will immediatelyternibate
Once executed byboth parties,a change order shall become a part ofthe SOW. such User access to the Customer Data and/or the Services.
3.10 Cooperation. Client shall provide SSG with good faith cooperation and 4.9 Training. It is Client's responsibility to ensure that all appropriate users
access to such information,facilities,personnel and equipment as may be reasonably receive initial training services sufficient to enable Client to electively use the SaaS
required by SSG in order to provide the Services,including,but not limued to,providing Services,as applicable. Failure to do so could result in additional fees if service requests
security access,infomhation,and software interfaces to Client's applications,and Client are deemed excessive as a result of insufficient training,at SSG's discretion. Support
personnel, as may be reasonably requested by SSG from time to time. Client Services may not be used as a substitute for training.
acknowledges and agrees that SSG's performance is dependent upon the timely and
elective satisfaction of Client's responsibilities hereunder and timely decisions and 5 PROPRIETARYRIGHTS
approvals of Client in connection with the Services. SSG shall be entitled to rely on all 5.1 Ownership and Limited License. The Products and all equipment,
decisions and approvals of Client Client will follow the instructions and reasonable infrastructure, websiires and other materials provided by SSG in the performance of
policies established by SSG from time to time and communicated to Client Services will at all tares remain the exclusive,sole and absolute property of SSG or its
4 USING THE SAAS SERVICES licensors. Client does not acquire any right,title,or interest in or to such Products and
equipment and materials.Client's right to use the Products and Services is personal,and
4.1 Authorized Users. Client shall limit access to the SaaS Services to non-transferable,nonexclusive and limited to the Term and the Authorized Purpose.All
Authorized Users and use the SaaS Services solely for the Authorized Purpose, as rights,tide and interest in or to any copyright,trademark,service marl;trade secret,and
defined in the Order Form Authorized Users are required to accept the terms and other proprietary right relating to the Products and Services and the related logos,product
conditions of SSG's on-lithe, `blick through"end-user license agreement, as may be names,etc.and all rights not expressly granted are reserved by SSG and its licensors.
amended or restated from time to time by SSG. Client may not obscure,alter or remove any copyright,patent,trademark,service mark or
4.2 License Nbtrics.Use of the SaaS Service is subject to License Nbtrics,as proprietary rights notices on any Products or other materials.
set forth in the Order Forum Additional License Nbtrics must be purchased in the event 5.2 Restrictions. Client shall use the Services only for the Authorized Purpose.
actual use exceed the licensed quantity, at SSG's then prevailing prices. Additional Client shall not itself or through any affiliate,employee,consultant,contractor,agent or
License Nbtrics,if any,are prorated for the remainder of the then-current Term of the other third party:(r)se➢,resell,distribute,host,lease,rent,license or sublicense,in whole
applicable Order Form.Client may not decrease the number ofLicense Nbtries during the or in part, the Products or Services; (i) decipher, decompile, disassemble, reverse
bridal Tenn or any Renewal Teruo assemble,modify,translate,reverse engineer or otherwise attempt to derive source code,
algorithms,tags,specifications,architecture,structure or other elements of the Products
4.3 Acceptable Use Policy.Client acknowledges and agrees that SSG does not or Services,in whole or inpart,for co competitive purposes or otherwise; m allow access
monitor or police the content of communications or data of Client or its users transmitted p> ()
to,provide,divulge or make available the Services to any user other than Authorized
through the Services,and that SSG shall not be responsible for the content of any such Users;(iv)write or develop any derivative works based upon the Products or Services;(v)
communications or transmissions.Client shall use the Services exclusively for authorized modify,adapt,tamperwith or otherwise make any changes to the Products or Services or
and legal purposes, consistent with all applicable laws and regulations and SSG's any part thereof(v)obliterate,alter,or remove any proprietary or intellectual property
policies.Client agrees not to post or upload any content or data which(a)is fibelous, notices from the Products or Services;(vi)create Intemet`links"to or from the Service,or
defamatory,obscene,pornographic,abusive,harassing or threatening;(b)violates the .frame,.or`lniror"any Content,(vii)use the Services to provide processing services to
rights of others,such as data which infringes on any intellectual property rights or violates third parties, or otherwise use the same on a `service bureau'basis; (ix)disclose or
any right of privacy or publicity;or(c)otherwise violates any applicable law. SSG may publish,without SSG's prior written consent,performance or capacity statistics or the
remove any violating content posted or transmitted through the SaaS Services,without results of any benchmark test perfamned on the Products or Services;or(x)otherwise
notice to Client SSG may suspend orterminate any user's access to the SaaS Services use or copy the same except as expressly permitted herein.
upon notice in the event that SSG reasonably determines that such user has violated the
terms and conditions of this Agreement. 5.3 Customer Data. Client owns all Customer Data. However,Client agrees
that SSG may access user accounts,including Customer Data,to respond to service or
4.4 Security. Client will not: (a)breach or attempt to breach the security of the technical problems or at Client's request and SSG may compile,use and disclose without
SaaS Services or any network;servers,data,computers or other hardware relating to or restrictions user statistics and Customer Data in aggregate and anonymous form only.
used in connection with the SaaS Services,or any third party that is hosting or interfacing Client,not SSG,shall have sole responsibility for the accuracy,quality,integrity,legality,
with any part ofthe SaaS Services;or(b)use or distribute through the SaaS Services any reliability, appropriateness, and intellectual property ownership or right to use of all
software, files or other tools or devices designed to interfere with or compromise the CustornerData
privacy,security or use of the SaaS Services or the operations or assets of any other
customer of SSG or any thud party. Client will comply with the user authentication 6 NONDISCLOSURE.All Confidential lalihimation(as defined below)disclosed
requirements for use of the SaaS Services. Client is solely responsible for monitoring its hereunder wl remain the exclusive and confidential property ofthe disclosing party. The
authorized users'access to and use of the SaaS Services. SSG has no obligation to receiving party will not disclose the Confidential hnfomhation of the disclosing party and
verify the identity of anypersonwho gains access to the SaaS Services by means of an will use at least the same degree of care, discretion and diligence in protecting the
access ID. Any failure by any authorized user to comply with the Agreement shall be Confidential Information of the disclosing party as it uses with respect to its own
deemed to be a material breach by Client,and SSG shall not be liable for any damages confidential infuriation,but in no case less than reasonable care. The receiving party
incurred by Client or any third party resulting from such breach. Client must immediately will limit access to Confidential Information to its affiliates,employees and authorized
take all necessary steps,including providing notice to SSG,to effect the temmhation ofan representatives with a need to know and will instruct them to keep such information
access ID for any authorized user ifthere is any compromise in the security ofthat access confidential SSG may disclose Client's Confidential Information on a need to knowbasis
ID or ifunauthorized use is suspected or has occurred. to its subcontractors who are providing all or part of the Services.SSG may use Client's
4.5 Customer Data. Client has sole responsibility for the legality, reliability, Confidential Information solely for purposes of SSG's performance of its obligations
integrity,accuracy and quality ofthe Customer Data. hereunder,except that SSG may use Client's Confidential hifor mation for purposes other
than the provision of Services only in an aggregated,anonymized farm,such that Client is
4.6 Third-Party Providers. Certain third-party providers,some of Mich may be not identified. Notwithstanding the foregoing, the receiving party may disclose
listed on SSG website, oar products and services related to the Service, including Confidential Information of the disclosing party(a)to the extent necessary to comply with
implementation, customization, and other consulting services and applications (both any law,mile,regulation or riding applicable to it,and(b)as required to respond to any
ofllihe and online) that work in conjunction with the SaaS Services, such as by summons or subpoena or in connection with any litigation,provided the receiving party
exchanging data with the Service or by olering additional functionality. SSG is not gives the disclosing party prior notice of such compelled disclosure(to the extent legally
responsible for any exchange of data or other interaction or transaction between Client permitted)and reasonable assistance,at the disclosing partys cost,ifthe disclosing party
and a thud-party provider,including purchase of any product or service,all of which is wishes to contest the disclosure. Upon the request of the disclosing party,the receiving
solely between Client and the third-party provider. party will return or destroy all Confidential hnfommation of the disclosing party that is in its
possession.Notwithstanding the foregoing, SSG may retain infomration for regulatory
4.7 Links. The SaaS Service may contain lurks to other websites or resources. purposes or in backup files,provided that SSG's confidentiality obligations hereunder
Client acknowledges and agree that SSG is not responsible or liable for(a)the availability continue to apply. For purposes of this section,`Confidential Information"shall mean
or accuracy of such sites or resources;or(b)the content,advertising,or products on or information designated as confidential in writing or information which ought to be in good
available from such website or resources.The inclusion of any link on the Service does faith considered confidential and proprietary to the disclosing party.
not imply that SSG endorses the linked website.Client uses the links at its own risk Confidential Information of SSG and/or its licensors includes but is not limited to
4.8 End-Users violations.Client shall ensure that all Authorized Users use the all trade secrets,software,source code, object code, specifications, documentation,
Services in accordance with the Agreement and be responsible for any breach of business plans, customer lists and customer-related information, financial
the infomhation, auditors reports of any nature,
proposals, as well as results of testing and benchmarking of the Services, product
roadmap,data and other information of SSG and its licensors relating to or embodied in
the Services.Information shall not be considered Confidential In omvation to the extent,
but only to the extent,that the receiving party can establish that such information(i)is or
becomes generally known or available to the public through no fault ofthe receiving party;
(n)was in the receiving party's possession before receipt from the disclosing party;(in)is
lawkilly obtained from a third party who has the right to make such disclosure on a non-
confidential basis; or (iv) has been independently developed by one party without
reference to any Confidential Information of the other.The obligations of SSG set forth in
this section 6 shall not apply to any suggestions and feedback for product or service
improvement, correction, or modification provided by Client in connection with any
present or future SSG product or service,and,accordingly,neither SSG nor any of its
clients or business partners shall have any obligation or liability to Client with respect to
any use or disclosure ofsuch infarrnation.
7 TERMINATION
7.1 Termination.Either party may terminate the Agreement immediately upon
written notice at any fi=if(i)the other party commits a non-remediable material breach
of the Agreement,or if the other parry fails to cure any remediable material breach or
provide a written plan of cure acceptable to the non-breaching party within 30 days
of being notified in writing of such breach, or(n) the other party ceases business
operations; or (iii) the other party becomes insolvent, generally stops paying its
debts as they become due or seeks protection under any bankruptcy,
receivership, trust deed, creditors arrangement, composition or comparable
proceeding,or if any such proceeding is instituted against the other(and not dismissed
within 90 days after commencement of one of the foregoing events).If SSGtemmuiates
this Agreement for Client's non-payment,Client agrees to pay to SSG the remaining
value of the then-current initial or renewal term (that Client acknowledges as
liquidated damages reflecting a reasonable measure of actual damages and not a
penalty) equal to the aggregate recurring fees(as set forth in the Order Form)that
will become due during the canceled portion of such Initial or renewal term Where a
party has rights to terminate,the non-breaching party may at its discretion either
terminate the entire Agreement or the applicable Order Form or SOW. Order
Forms and SOWS that are not terminated shall continue in fiull force and effect under
the temps ofthis Agreement.
7.2 Suspension.SSG will be entitled to suspend any or all Services upon 10
days written notice to Client in the event Client is in breach of this Agreement.Further,
SSG may suspend Client's access and use of the SaaS Services if and so long as,in
SSG's sole judgment,there is a security risk created by Client that may interfere with the
proper continued provision of the SaaS Services or the operation of SSG's network or
systems. SSG may impose an additional charge to reinstate service following such
suspension.
7.3 Data Retention.SSG has no obligation to retain Customer data after three
months ofthe expiration or termination ofSaaS Services.
7.4 Survival. Sections 1, 2, 5, 6, 7, and 8 shall survive termination of this
Agreement
8 WCEUANEOUS
8.1 Waiver. The failure of either party at any time to enforce any right or
remedy available to it under this Agreement with respect to any breach or failure by the
other party shall not be construed to be a waiver of such right or remedy with respect to
any other breach or failure bythe other party.
8.2 Assignment. SSG may assign the Agreement to an afl7i re,a successor in
connection with a merger,acquisition or consolidation,or to the purchaser in connection
with the sale of all or substantially all of its assets. Client may not assign the Agreement
or any of the rights or obligations under the Agreement,without the prior written consent
ofSSG.