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HomeMy WebLinkAboutAgreement A-17-423 with Social Solutions Global, Inc..pdf COUNTY OF FRESNO Fresno, CA - 1 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AGREEMENT This Agreement is made and entered into this ______ day of _____________ 2017, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as “COUNTY”, and SOCIAL SOLUTIONS GLOBAL, INC., a corporation, whose address is 425 Williams Ct, Suite 100, Baltimore, MD 21220, hereinafter referred to as "CONTRACTOR." W I T N E S S E T H: WHEREAS, COUNTY, through its Department of Social Services (DSS) requires a Software as a Service (SaaS) solution for County-contracted Child Abuse Prevention service providers to manage, track, and document program-related services; and to also allow DSS the capacity to query management and program outcome data from the provision of these services; and WHEREAS, CONTRACTOR represents to COUNTY, that the software license, training, and software maintenance of their system, known as Efforts to Outcomes (ETO), from CONTRACTOR, along with professional services from CONTRACTOR would meet the stated needs of the COUNTY. NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties hereto agree as follows: 1. SERVICES A. CONTRACTOR shall perform all services set forth in Exhibit A, Summary of Services, attached hereto and by this reference incorporated herein. B. CONTRACTOR shall also perform all services and fulfill all responsibilities as identified in COUNTY’s Request for Proposal (RFP) No. 17-051, dated January 10, 2017, and Addendum No. One (1) to COUNTY’s RFP No. 17-051 dated January 19, 2017, collectively hereinafter referred to as COUNTY’s Revised RFP No. 17-051 and CONTRACTOR’s response to said Revised RFP, all incorporated herein by reference and made part of this Agreement. A copy of COUNTY’s Revised RFP No. 17-051 and CONTRACTOR’s Response shall be retained and made available during the term of this Agreement by COUNTY’s DSS Administration. C. The parties agree that the terms and conditions set forth in Exhibit D, Terms and Conditions, attached hereto, are incorporated herein. COUNTY OF FRESNO Fresno, CA - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 D. In the event of any inconsistency among the documents that constitutes this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: 1) to this Agreement, including Exhibits A, B and C, 2) to COUNTY’s Revised RFP No. 17- 051, 3) to the CONTRACTOR’s response to Revised RFP, and 4) to Exhibit D. 2. TERM This Agreement shall become effective upon execution and shall terminate on the 30th day of June, 2020. This Agreement may be extended for two (2) additional consecutive twelve (12) month periods upon written approval of both parties no later than thirty (30) days prior to the first day of the next twelve (12) month extension period. The COUNTY’s DSS Director or designee is authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR’s satisfactory performance. 3. TERMINATION A. Non-Allocation of Funds - The terms of this Agreement, and the services to be provided thereunder, are contingent on the approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the services provided may be modified, or this Agreement terminated at any time by giving CONTRACTOR thirty (30) days advance written notice. COUNTY’s written notice of termination on this basis shall include appropriate documentation that funding is no longer available for COUNTY’s obligations under this Agreement. Such documentation may consist of a letter or other official document signed by an authorized representative of the funding source confirming that such funding has been terminated or reduced. B. Without Cause - Under circumstances other than those set forth above, this Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY’s DSS Director, or designee, upon Sixty (60) days advance written notice of an intention to terminate the Agreement. C. In addition, the parties may terminate this Agreement as set forth in Exhibit D. 4. COMPENSATION AND INVOICING For actual services provided, COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with Exhibit B, Budget Summary, attached here to and by this reference incorporated herein. COUNTY OF FRESNO Fresno, CA - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 The cumulative total of this Agreement shall not be in excess of Three Hundred Seventy Three Thousand One Hundred Fifty and No/100 Dollars ($373,150.00). Payments by COUNTY shall be in arrears, for all undisputed invoices for services provided during the preceding month, within forty-five (45) days after receipt of CONTRACTOR’s invoices by COUNTY’s DSS. All final invoices shall be submitted by CONTRACTOR within sixty (60) days following the final month of service for which payment is claimed. No action shall be taken by COUNTY on claims submitted beyond the sixty (60) day closeout period. CONTRACTOR shall invoice COUNTY in arrears by the tenth (10th) day of each month for actual expenses incurred and services rendered in the previous month to: DSSInvoices@co.fresno.ca.us. No reimbursement for services shall be made until invoices are received, reviewed and approved by COUNTY’s DSS. At the discretion of COUNTY’s DSS Director or designee, if an invoice is incorrect or is otherwise not in proper form or substance, COUNTY’s DSS Director or designee shall have the right to withhold payment as to only that portion of the invoice that is incorrect or improper after five (5) days prior notice to CONTRACTOR. CONTRACTOR agrees to continue to provide services for a period of ninety (90) days after notification of an incorrect or improper invoice. COUNTY shall be responsible for payment of all taxes (excluding those on CONTRACTOR's net income) relating to the provision of the Services. 5. INDEPENDENT CONTRACTOR In performance of the work, duties, and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of CONTRACTOR’s officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the COUNTY OF FRESNO Fresno, CA - 4 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 rules and regulations, if any, of governmental authorities having jurisdiction over matters which are directly or indirectly the subject of this Agreement. Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated to COUNTY or to this Agreement. 6. MODIFICATION Any matters of this Agreement may be modified from time to time by the written consent of all the parties without, in any way, affecting the remainder. 7. NON-ASSIGNMENT COUNTY shall not assign, transfer or subcontract this Agreement nor its rights or duties under this Agreement without the prior written consent of CONTRACTOR. CONTRACTOR may assign the Agreement to an affiliate, 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. 8. HOLD-HARMLESS CONTRACTOR shall defend, indemnify and hold COUNTY, and its affiliates, officers, directors, employees, and agents harmless against any damages payable to any third party in any such suit or cause of action, alleging that a SaaS Service as used in accordance with this Agreement infringes the U.S. patent or copyright of any third party. If a SaaS Service is held or believed to infringe on a U.S. patent or copyright of a third party, CONTRACTOR may, in its sole discretion, (a) modify it to be non-infringing, (b) obtain for COUNTY a license to continue using the affected Service, or (c) if neither (a) nor (b) are practical in CONTRACTOR’s sole judgment, terminate the affected Service and return to COUNTY the unused portion of any fees paid for the affected Service. The foregoing obligations of CONTRACTOR do not apply (i) to the extent that the allegedly COUNTY OF FRESNO Fresno, CA - 5 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 infringing SaaS Service or portions or components thereof or modifications thereto result from any change made by COUNTY or any third party for the COUNTY, (ii) if the infringement claim could have been avoided by using an unaltered current version of a Product which was provided by CONTRACTOR, (iii) to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by CONTRACTOR, or any material from a third party portal or other external source that is accessible to COUNTY within or from the SaaS Service (e.g., a third party Web page accessed via a hyperlink), (iv) to the extent that an infringement claim is based upon the combination of any material with any products or services not provided by CONTRACTOR, or (v) to the extent that an infringement claim is caused by the provision by COUNTY to CONTRACTOR of materials, designs, know-how, software or other intellectual property with instructions to CONTRACTOR to use the same in connection with the SaaS Service. 9. INSURANCE Without limiting COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement: A. Commercial General Liability Commercial General Liability Insurance with limits of not less than One Million 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. COUNTY may require specific coverage including products-completed operations, contractual liability, fire legal liability or any other liability insurance deemed necessary because of the nature of the Agreement. B. Automobile Liability Comprehensive Automobile Liability Insurance with limits for bodily injury of 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 not less than Fifty Thousand Dollars ($50,000), or such coverage with a combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage should include hired and non-owned vehicles used in connection with this Agreement. COUNTY OF FRESNO Fresno, CA - 6 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 C. Professional Liability If CONTRACTOR employs licensed professional staff (e.g. Ph.D., R.N., 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 Million Dollars ($3,000,000) annual aggregate. D. Worker's Compensation A policy of Worker's Compensation Insurance as may be required by the California Labor Code. CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance including the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for included insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to First Named Insured. Within thirty (30) days from the date CONTRACTOR signs this Agreement, CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the foregoing policies, as required herein, to the County of Fresno, DSS, PO BOX 1912, Fresno, California, 93718-1912, Attention: Contracts, stating that such insurance coverages have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance includes the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for included insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided under CONTRACTOR’s policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to First Named Insured. COUNTY OF FRESNO Fresno, CA - 7 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided, COUNTY may, in addition to other remedies it may have, suspend, or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. 10. CONFIDENTIALITY All services performed by CONTRACTOR under this Agreement shall be in strict conformance with all applicable Federal, State of California, and / or local laws and regulations relating to confidentiality. 11. DATA SECURITY For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship with the COUNTY for the purpose of providing services under this Agreement must employ adequate data security measures to protect the confidential information provided to the CONTRACTOR by the COUNTY, including but not limited to the following: A. CONTRACTOR will implement reasonable and appropriate measures designed to secure COUNTY data against accidental or unlawful loss, access or disclosure. B. Confidential client information transmitted to one party by the other by means of electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128 BIT or higher. Additionally, a password or pass phrase must be utilized. C. CONTRACTOR is responsible to immediately notify COUNTY of any breaches or potential breaches of security related to COUNTY's confidential information, data maintained in computer files, program documentation, data processing systems, data files and data processing equipment which stores or processes COUNTY data internally or externally. D. The requirements in this Data Security provision shall apply to CONTRACTOR’s subcontractors, if any. COUNTY OF FRESNO Fresno, CA - 8 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 E. Client has sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. “Customer Data” means any data, information, or material COUNTY or any of its Authorized Users provides or submits through the SaaS Service. 12. NON-DISCRIMINATION During the performance of this Agreement CONTRACTOR shall not unlawfully discriminate against any employee or applicant for employment, or recipient of services, because of ethnic group identification, gender, gender identity, gender expression, sexual orientation, color, physical disability, mental disability, medical condition, national origin, race, ancestry, marital status, religion, or religious creed, pursuant to all applicable State of California and Federal statutes and regulations. 13. CONFLICT OF INTEREST No officer, agent, or employee of COUNTY who exercises any function or responsibility for planning and carrying out the services provided under this Agreement shall have any direct or indirect personal financial interest in this Agreement. In addition, no employee of COUNTY shall be employed by CONTRACTOR to fulfill any contractual obligations with COUNTY. CONTRACTOR shall also comply with all Federal, State of California, and local conflict of interest laws, statutes, and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any officer, agent, or employee of COUNTY. 14. CHARITABLE CHOICE CONTRACTOR may not discriminate in its program delivery against a client or potential client on the basis of religion or religious belief, a refusal to hold a religious belief, or a refusal to actively participate in a religious practice. Any specifically religious activity or service made available to individuals by CONTRACTOR must be voluntary as well as separate in time and location from County funded activities and services. CONTRACTOR shall inform COUNTY as to whether it is faith-based. If CONTRACTOR identifies as faith-based it must submit to DSS a copy of its policy on referring individuals to an alternate treatment provider, and include a copy of this policy 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. COUNTY OF FRESNO Fresno, CA - 9 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Adherence to this policy will be monitored during annual site reviews, and a review of client files. If CONTRACTOR identifies as faith-based, by July 1 of each year CONTRACTOR will be required to report to DSS the number of individuals who requested referrals to alternate providers based on religious objection. 15. PROHIBITION ON PUBLICITY None of the funds, materials, property or services provided directly or indirectly under this Agreement shall be used for CONTRACTOR’s advertising, fundraising, or publicity (i.e., purchasing of tickets / tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the above, publicity of the services described in Paragraph One (1) of this Agreement shall be allowed as necessary to raise public awareness about the availability of such specific services when approved in advance by the Director or designee and at a cost as provided in Exhibit B for such items as written / printed materials, the use of media (i.e., radio, television, newspapers) and any other related expense(s). 16. DISCLOSURE OF SELF-DEALING TRANSACTIONS This provision is only applicable if CONTRACTOR is operating as a corporation (a for- profit or non-profit corporation) or if during the term of this Agreement, CONTRACTOR changes its status to operate as a corporation. Members of CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions that they are a party to while CONTRACTOR is providing goods or performing services under this Agreement. A self-dealing transaction shall mean a transaction to which CONTRACTOR is a party and in which one or more of its directors has a material financial interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and by this reference incorporated herein, and submitting it to COUNTY prior to commencing with the self- dealing transaction or immediately thereafter. 17. AUDITS AND INSPECTIONS Upon reasonable request by COUNTY, CONTRACTOR shall make available to COUNTY for examination all of its records with respect to the matters covered by this Agreement. COUNTY OF FRESNO Fresno, CA - 10 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR shall, upon reasonable request by COUNTY, permit COUNTY to audit and inspect all such records and data necessary to ensure CONTRACTOR's compliance with the terms of this Agreement. Such audit shall not occur more than once every twelve (12) month period. COUNTY shall provide at least fifteen (15) business days prior written notice prior to any audit. If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the State of California Auditor General for a period of one (1) year after final payment under contract (California Government Code section 8546.7). Notwithstanding the foregoing, CONTRACTOR has no obligation to retain data that COUNTY or any authorized users provides or submits through the services as provided in any Order. 18. OWNERSHIP AND LIMITED LICENSE The Products and all equipment, infrastructure, websites and other materials provided by CONTRACTOR in the performance of Services will, at all times, remain the exclusive, sole and absolute property of CONTRACTOR or its licensors. COUNTY does not acquire any right, title, or interest in or to such Products and equipment and materials. COUNTY’s right to use the Products and Services is personal, and non-transferable, non-exclusive and limited to the Term and the Authorized Purpose. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the Products and Services and the related logos, product names, etc. and all rights not expressly granted are reserved by CONTRACTOR and its licensors. COUNTY may not obscure, alter or remove any copyright, patent, trademark, service mark or proprietary rights notices on any Products or other materials. 19. NOTICES The persons having authority to give and receive notices under this Agreement and their addresses include the following: COUNTY CONTRACTOR Director, County of Fresno Tricia Benedix, Chief Financial Officer Department of Social Services Social Solutions Global, Inc. PO BOX 1912 425 Williams Court, Suite 100 Fresno, CA 93718-1912 Baltimore, Maryland 21220 legal@socialsolutions.com COUNTY OF FRESNO Fresno, CA - 11 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 20. GOVERNING LAW The parties agree, that for the purposes of venue, performance under this Agreement is to be in Fresno County, California. The rights and obligations of the parties and all interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of California. 21. ENTIRE AGREEMENT This Agreement, including all Exhibits, COUNTY’s RFP 17-051 and CONTRACTOR’s response thereto, constitutes the entire agreement between CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous agreement negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature whatsoever unless expressly included in this Agreement. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year 2 first hereinabove written. 3 4 5 ATTEST: 6 7 8 9 10 CONTRACTOR: Social Solutions Global, Inc. By c-fdJ.i ItA-U · Print N:: Tricia Benedix ( 11 Title: ChiefFinancial Officer 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Date: 7/J zj ~0/7 PLEASE SEE ADDITIONAL SIGNATURE PAGE ATTACHED Mailing Address: 425 Williams Comt, Suite 100 Baltimore, Maryland 21220 Phone No.: (443) 460·3432 Contact: Tricia Benedix COUNTY OF FRESNO By IL~J_ Brian Pacheco, Chairman and/or Sal Quintero, Vice-Chainnan Board ofSupetvisors Date: ~i ID\1 I ATTEST: BERNICE E. SEIDEL, Clerk Board of Supetvisors -12 -COUNTY OF FRESNO Fccsno,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 2 of 9 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@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/ Business Down Services have stopped or are severely impacted with no acceptable workaround. Critical/Business Down requests can apply to removal of users for security purposes from the 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. High 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 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. Medium 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 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. Low 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 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 – 8:00pm (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 Time Communication and Escalation 1 – “Show- Stopper” Major functionality issue that prevents user from being able to use software. The Development Team works to resolve these issues immediately with a target resolution of two business days or less. Customer Support will provide daily updates of the status of the issue until such time as the issue is resolved. Escalation of the issue to the COO will occur if issue is not resolved within the target resolution time. Exhibit A Page 7 of 9 1 – “Non Show- Stopper” Major functionality issue which does not have a workaround that is key to ETO’s performance and causes major impact to user’s ability to operate their organization. The Development Team works to resolve these issues immediately with a target resolution of 10 business days. User may elect to have Customer Support provide updates on a daily basis, every other day, or whenever there is an update in the defect’s remediation. Escalation of the issue to the COO will occur if issue is not resolved within the “target.” 2 A major function does not work in a core area of ETO, but there is a workaround. However, the workaround is time consuming. The Development Team will fix within its normal release cycle. The target is to fix these issues within 30-120 days. Users will receive an automated update when the issue resolution is scheduled to be deployed. 3 Minor functionality less key to ETO is not working or there is functionality that is not working but there is an easy workaround. These issues will be targeted to be addressed when there is work being done in the functional area that contains the defect. Issue can be categorized as a higher priority if it is affecting a large number of users. Status will be provided via customer portal and users will receive an automated update when the resolution is scheduled to be deployed. 4 Cosmetic or inconsistency issues that do not affect functionality in any significant way. These issues will be targeted to be addressed when there is work being done in the functional area that contains the defect. Status will be provided via customer portal and users will receive an automated update when the resolution is scheduled to be 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 Project 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/dbpyz7r4nq9rxzw/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 17-18 FY 18-19 FY 19-20 FY 20-21 FY 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 Implementation $5,000 TOTAL FOR EACH YEAR $60,870 $54,070 $54,070 $54,070 $54,070 Additional Upgrades/Enhancements/Other $50,000 Implementation Fee with Moderate Changes $46,000 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 = $40,520) 100% Upfront Annually User/Admin Support Annual fee of $10,000 covers 50 hours of Managed Services per contract term which can include but not limited to configuration adjustments, reporting assistance and post go live support. 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. 100% Upfront Annually Web-Based Training Annual fee of $3,550 for monthly web- based training for Administrator Training and Report Writer Training. Cost covers two seats ($1,300 each) for Administrator Training and one seat ($950) for Report Writer Training. Licenses are transferable if trained users leave agency. 100% Upfront Annually On-Site Training Fixed fee of $1,800 for train-the-trainer training. Training will be provided at County of Fresno DSS for 12-20 end users. 100% Upfront (Year 1 Only) Expenses for On-Site Training and Implementation $5000 will cover travel, lodging, meals, expenses, and materials required for on- site training and/or implementation – included for year one only. Billed monthly based on time and materials utilized. Additional Upgrades/Enhancements/Other $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. Additional users must be purchased in 5 or 10 user increments. Annual cost per user is $810.40 for years 1 to 3. Annual 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. Billed monthly based on time and materials utilized. Exhibit B Page 3 of 3 Implementation Fee with Moderate Changes 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) Supports work to ensure child safety through in-home service to families that have a low to moderate risk of maltreatment. One-Time Fee. 100% Upfront  DR Investigation Initiator – ($250) Supports investigation of serious child abuse and neglect allegations. One-Time Fee. 100% Upfront  DR Screening Initiator – ($250) Supports the initial screening of maltreatment reports before dismissing or assigning cases to either an Assessment or an Investigation track. One-Time Fee. 100% Upfront  Project Manager (47Hr. x $200 = $9,400) o Day to day leadership and defining project priorities. o Build and communicates project plan, issues, risks, and status. Billed monthly based on time utilized.  Social Architect (60 Hr. x $200 = $12,000) o Assist the County in recommending a solution that fits the County’s needs within the respective scope and budget, as needed. Billed monthly based on time utilized.  Technology Consultant (118Hr. x $200 = $23,600) o Works with the 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 Billed monthly based on time utilized. 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: EXHIBIT D ADDITIONAL TERMS AND CONDITIONS These Terms and Conditions (“T&C”) are attached to and made a part of the AGREEMENT entered into between Social Solutions Global, Inc. (“SSG”) and COUNTY OF FRESNO (“Client”). _______________________________________________________________________________________________________________________________________________ 1 DEFINITIONS “Agreement” means the AGREEMENT, these T&C, Order Forms, Statements of Work, and other attachments and exhibits attached thereto. “Authorized Users” means an individual identifiable by a name and excludes concurrent users. Authorized Users may not share their user name with others.“Authorized Purpose” are defined in the AGREEMENT. “Confidential Information” is defined in section 6. “Content” means information, data, text, software, music, sound, photographs, graphics, video messages or other material to which Client is provided access by SSG through the Products. “Customer Data” means any data, information, or material Client or any Authorized User provides or submits through the SaaS Service. “Customizations” means modifications to the Products or custom work or Content developed by or on behalf of SSG pursuant to a Professional Services engagement hereunder “Documentation” means the user instructions, release notes, manuals and on-line help files as updated by SSG from time to time, in the form generally made available by SSG, regarding the use of the SaaS Services. “Error” means a material failure of the SaaS Service to conform to its functional specifications described in the Documentation, which is reported by Client and replicable by SSG. “Independent Customer Activity” means: (i) use of equipment by Client not provided or previously approved by SSG; or (ii) negligent acts or omissions or willful misconduct by Client or its Authorized Users. “Internet Unavailability” means Client’s inability to access, or SSG’s inability to provide, the SaaS Service through the Internet due to causes outside of SSG’s direct control, including, but not limited to: (i) failure or unavailability of Internet access; (ii) unauthorized use, theft or operator errors relating to telephone, cable or Internet service provider; (iii) bugs, errors, configuration problems or incompatibility of equipment or services relating to Client’s computer or network; or (iv) failure of communications networks or data transmission facilities, including without limitation wireless network interruptions. “License Metrics” means the limitation on the usage of SaaS Services asdesignated and/or defined in the applicable Order Form or the financial metric used to calculate applicable fees, and designated by a term such as the number of “users”, “agencies”, “revenues” and the like. “Order Form” is defined in section 2.2.“Products” means, collectively, software programs (including updates and Documentation), Content, Customizations and all toolkits and any other programs provided by SSG hereunder, training materials, tutorials and related documentation provided by SSG in connection with the performance of Services.“Professional Services” means data conversion, data mapping, implementation, site planning, configuration, integration and deployment of the SaaS Services, custom development, customizations, training, project management and other consulting services.“SaaS Services” means the software as a service and other services identified in the Order Form and associated Support.“Services” means collectively SaaS Services and Professional Services. “Service Level Agreement” means service level agreement(s) that SSG offers with respect to the SaaS Services as they may be updated by SSG from time to time which are located at https://training.etosoftware.com/ETOHelpManual/documents/ssg%20sla.pdf. “Support” is defined in section 3.7. 2 PURPOSE AND SCOPE 2.1 Purpose. These T&C establish the general terms and conditions to which the parties have agreed with respect to the provision of Services by SSG to Client. Additional terms for the purchase of a specific Service are set forth in the Order Form. The parties acknowledge receipt of and agree to be bound by the T&C. All pre-printed or standard terms of any Client purchase order or other business processing document shall have no effect. 2.2 Incorporation of Order Forms. “Order Form” means the document(s), regardless of actual name, executed by the parties which incorporates by reference the terms of this T&C, and describes order-specific information, such as description of Services ordered, License Metrics, fees. At any time after execution of the initial Order Form, Client may purchase additional Services or otherwise expand the scope of Services granted under an Order Form, upon SSG’s receipt and acceptance of a new Order Form specifying the foregoing. 2.3 Order of Precedence. To the extent any terms and conditions contained in these T&C conflict with the terms and conditions of the AGREEMENT, the terms and conditions of the AGREEMENT shall control. 3 SERVICES 3.1 Generally. Subject to Client’s and its Authorized Users’ compliance with the Agreement and timely payment of the applicable fees, SSG shall make the SaaS Service available to Client and its Authorized Users in accordance with the applicable Service Level Agreement, the terms of this T&C and the applicable Order Form during the Term. 3.2 Environment. SSG will provide Client online access to and use of the SaaS Service(s) via the Internet by use of a SSG-approved Client-provided browser. The SaaS Service will be hosted on a server that is maintained by SSG or its designated third party supplier or data center. Client is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the SaaS Services, including but not limited to Internet access, adequate bandwidth and encryption technology. 3.3 Changes. Access is limited to the version of the Products in SSG’s production environment. SSG regularly updates the SaaS Services and reserves the right to discontinue, add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements. SSG will notify Client of any material change to or discontinuance of the SaaS Services. 3.4 Security; Back-Ups. Without limiting Client’s obligations under Section 4.4, SSG will implement reasonable and appropriate measures designed to secure Customer Data against accidental or unlawful loss, access or disclosure. SSG will perform back-ups in accordance with the Service Level Agreement. 3.5 Storage Space. SSG shall provide storage space for Client’s use of the SaaS Service up to the amount set forth on the applicable Order Form. Additional storage space, if required, is subject to additional charges at SSG’s then prevailing rates. 3.6 Service Availability. SSG shall use commercially reasonable efforts to make the Service generally available in accordance with the Service Level Agreement applicable to 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. 3.7 Support Services. SSG shall provide the level of Support specified in the Order Form for the Service. Support services provided by SSG as part of SaaS Services include (i) technical support and workarounds that will enable the SaaS Services to operate in material conformance with the Documentation, and (ii) the provision of updates thereto, if and when available, all of which are provided under SSG Support policies (as may be amended by SSG from time to time) in effect at the time the Support services are provided (“Support”). For the avoidance of doubt, Support excludes Professional Services. Updates include bug fixes, patches, Error corrections, minor and major releases, non-new platform changes, or modifications or revisions that enhance existing performance. Updates exclude new products, modules or functionality for which SSG generally charges a separate fee. Support is provided solely to the number of named “Champions” set forth on the Order Form. The current version of the Support policies can be found at https://training.etosoftware.com/ETOHelpManual/documents/ssg%20maintenance%20policy.pdf. SSG is under no obligation to provide Support with respect to: (i) Services that have been altered or modified by anyone other than SSG or its licensors; (ii) Services used other than in accordance with the Documentation; (iii) discrepancies that do not significantly impair or affect the operation of the Service; (iv) errors or malfunction caused by Client or its Authorized Users’ failure to comply with the minimum system requirement documentation as provided by SSG or by use of non-conforming data, or by Independent Customer Activity; or (vi) errors and malfunction caused by any systems or programs not supplied by SSG. 3.8 Support Exclusions. For the avoidance of doubt, updates to the SaaS Services are subsequent releases to the standard SSG products, excluding Customizations. SSG reserves the right to charge Client for any reintegration work required to make Customizations compatible with future versions/releases. THE DELIVERABLES AND CUSTOMIZATIONS ARE NOT SUBJECT TO THE SUPPORT PLAN FOR THE SAAS SERVICES. Support for the Customizations, if available, may be obtained from SSG subject to payment of applicable fees. 3.9 Professional Services. SSG will perform the mutually agreed upon Professional Services for Client described in one or more work orders, work authorizations or statements of work or Order Forms (collectively “SOW”) as the parties may agree to in writing from time to time. Each SOW, once executed by the authorized representatives of the parties, shall become a part of the Agreement. Either party may propose a change order to add to, reduce or change the work ordered in the SOW. Each change order shall specify the change(s) to the Professional Services or deliverables, and the effect on the time of performance and on the fees owed to SSG, due to the change. Once executed by both parties, a change order shall become a part of the SOW. 3.10 Cooperation. Client shall provide SSG with good faith cooperation and access to such information, facilities, personnel and equipment as may be reasonably required by SSG in order to provide the Services, including, but not limited to, providing security access, information, and software interfaces to Client’s applications, and Client personnel, as may be reasonably requested by SSG from time to time. Client acknowledges and agrees that SSG’s performance is dependent upon the timely and effective satisfaction of Client’s responsibilities hereunder and timely decisions and approvals of Client in connection with the Services. SSG shall be entitled to rely on all decisions and approvals of Client. Client will follow the instructions and reasonable policies established by SSG from time to time and communicated to Client. 4 USING THE SAAS SERVICES 4.1 Authorized Users. Client shall limit access to the SaaS Services to Authorized Users and use the SaaS Services solely for the Authorized Purpose, as defined in the Order Form. Authorized Users are required to accept the terms and conditions of SSG’s on-line, “click through” end-user license agreement, as may be amended or restated from time to time by SSG. 4.2 License Metrics. Use of the SaaS Service is subject to License Metrics, as set forth in the Order Form. Additional License Metrics must be purchased in the event actual use exceed the licensed quantity, at SSG’s then prevailing prices. Additional License Metrics, if any, are prorated for the remainder of the then-current Term of the applicable Order Form. Client may not decrease the number of License Metrics during the Initial Term or any Renewal Term. 4.3 Acceptable Use Policy. Client acknowledges and agrees that SSG does not monitor or police the content of communications or data of Client or its users transmitted through the Services, and that SSG shall not be responsible for the content of any such communications or transmissions. Client shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations and SSG’s policies. Client agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (c) otherwise violates any applicable law. SSG may remove any violating content posted or transmitted through the SaaS Services, without notice to Client. SSG may suspend or terminate any user’s access to the SaaS Services upon notice in the event that SSG reasonably determines that such user has violated the terms and conditions of this Agreement. 4.4 Security. Client will not: (a) breach or attempt to breach the security of the SaaS Services or any network, servers, data, computers or other hardware relating to or used in connection with the SaaS Services, or any third party that is hosting or interfacing with any part of the SaaS Services; or (b) use or distribute through the SaaS Services any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the SaaS Services or the operations or assets of any other customer of SSG or any third party. Client will comply with the user authentication requirements for use of the SaaS Services. Client is solely responsible for monitoring its authorized users’ access to and use of the SaaS Services. SSG has no obligation to verify the identity of any person who gains access to the SaaS Services by means of an access ID. Any failure by any authorized user to comply with the Agreement shall be deemed to be a material breach by Client, and SSG shall not be liable for any damages incurred by Client or any third party resulting from such breach. Client must immediately take all necessary steps, including providing notice to SSG, to effect the termination of an access ID for any authorized user if there is any compromise in the security of that access ID or if unauthorized use is suspected or has occurred. 4.5 Customer Data. Client has sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 4.6 Third-Party Providers. Certain third-party providers, some of which may be listed on SSG website, offer products and services related to the Service, including implementation, customization, and other consulting services and applications (both offline and online) that work in conjunction with the SaaS Services, such as by exchanging data with the Service or by offering additional functionality. SSG is not responsible for any exchange of data or other interaction or transaction between Client and a third-party provider, including purchase of any product or service, all of which is solely between Client and the third-party provider. 4.7 Links. The SaaS Service may contain links to other websites or resources. Client acknowledges and agree that SSG is not responsible or liable for (a) the availability or accuracy of such sites or resources; or (b) the content, advertising, or products on or available from such website or resources. The inclusion of any link on the Service does not imply that SSG endorses the linked website. Client uses the links at its own risk. 4.8 End-Users violations. Client shall ensure that all Authorized Users use the Services in accordance with the Agreement and be responsible for any breach of the Agreement by such Users and all activities that occur under Client’s and its users’ accounts. If Client becomes aware of any violation by a user, it will immediately terminate such User access to the Customer Data and/or the Services. 4.9 Training. It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the SaaS Services, as applicable. Failure to do so could result in additional fees if service requests are deemed excessive as a result of insufficient training, at SSG’s discretion. Support Services may not be used as a substitute for training. 5 PROPRIETARY RIGHTS 5.1 Ownership and Limited License. The Products and all equipment, infrastructure, websites and other materials provided by SSG in the performance of Services will at all times remain the exclusive, sole and absolute property of SSG or its 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 non-transferable, non-exclusive and limited to the Term and the Authorized Purpose. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the Products and Services and the related logos, product names, etc. and all rights not expressly granted are reserved by SSG and its licensors. Client may not obscure, alter or remove any copyright, patent, trademark, service mark or proprietary rights notices on any Products or other materials. 5.2 Restrictions. Client shall use the Services only for the Authorized Purpose. Client shall not itself, or through any affiliate, employee, consultant, contractor, agent or other third party: (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Products or Services; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Products or Services, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Services to any user other than Authorized Users; (iv) write or develop any derivative works based upon the Products or Services; (v) modify, adapt, tamper with or otherwise make any changes to the Products or Services or any part thereof; (vi) obliterate, alter, or remove any proprietary or intellectual property notices from the Products or Services; (vii) create Internet “links” to or from the Service, or “frame” or “mirror” any Content, (viii) use the Services to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis; (ix) disclose or publish, without SSG’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Products or Services; or (x) otherwise use or copy the same except as expressly permitted herein. 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 technical problems or at Client’s request and SSG may compile, use and disclose without restrictions user statistics and Customer Data in aggregate and anonymous form only. Client, not SSG, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. 6 NONDISCLOSURE. All Confidential Information (as defined below) disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information, but in no case less than reasonable care. The receiving party will limit access to Confidential Information to its affiliates, employees and authorized representatives with a need to know and will instruct them to keep such information confidential. SSG may disclose Client’s Confidential Information on a need to know basis to its subcontractors who are providing all or part of the Services. SSG may use Client’s Confidential Information solely for purposes of SSG’s performance of its obligations hereunder, except that SSG may use Client’s Confidential Information for purposes other than the provision of Services only in an aggregated, anonymized form, such that Client is not identified. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party (a) to the extent necessary to comply with any law, rule, regulation or ruling applicable to it, and (b) as required to respond to any summons or subpoena or in connection with any litigation, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure. Upon the request of the disclosing party, the receiving party will return or destroy all Confidential Information of the disclosing party that is in its possession. Notwithstanding the foregoing, SSG may retain information for regulatory purposes or in back-up files, provided that SSG’s confidentiality obligations hereunder continue to apply. For purposes of this section, “Confidential Information” shall mean information designated as confidential in writing or information which ought to be in good faith considered confidential and proprietary to the disclosing party. Confidential Information of SSG and/or its licensors includes but is not limited to all trade secrets, software, source code, object code, specifications, documentation, business plans, customer lists and customer-related information, financial information, 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 Information 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 of the receiving party; (ii) was in the receiving party's possession before receipt from the disclosing party; (iii) is lawfully 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 of such information. 7 TERMINATION 7.1 Termination. Either party may terminate the Agreement immediately upon written notice at any time if: (i) the other party commits a non-remediable material breach of the Agreement, or if the other party 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 (ii) 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 SSG terminates 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 full force and effect under the terms of this 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 of the expiration or termination of SaaS Services. 7.4 Survival. Sections 1, 2, 5, 6, 7, and 8 shall survive termination of this Agreement. 8 MISCELLANEOUS 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 by the other party. 8.2 Assignment. SSG may assign the Agreement to an affiliate, 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 of SSG.