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HomeMy WebLinkAbout32115AGREEMENT NO.15-290 SACRAMENTO COUNTY OFFICE OF EDUCATION SCHOOL CONNECT SYSTEM LICENSE AGREEMENT This License Agreement ("Agreement")is entered into this 1st day of July,2015,by and between the Sacramento County Office of Education,a county officeof education ofthe state of California,(hereinafter "Provider")and Fresno County (hereinafter "Customer").Provider and Customer shall be identified collectively as the "Parties". INTRODUCTION WHEREAS,the Provider is the creator and owner of a web-based suite of tools, known as School Connect. WHEREAS,the Customer is interested in contracting with Provider in order to use School Connect in Customer's county. NOW,THEREFORE,the Parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 "Administrative Contact"means the individual authorized by the Customer to receiveand provide information requiredto administerthis Agreement. 1.2 "Agreement"means this License Agreement. 1.3 "Authorized User" means the individual(s) authorized to access School Connect on behalf of the Customer according to the terms of this Agreement. 1.4 "Customer Data"means documents,information and data submitted to Provider by Customer for processing through School Connect and/or documents,information and data inputmaintainedin School Connect by Customer. 1.5 "Effective Date"means the latter of the date set forth above or the date that this Agreement is fully executed byboththe Provider andthe Customer. 1.6 "Password" means the License code provided to Customer's Authorized Users to enable access to School Connect. 1.7 "Personal User Name"means the user name given to Customer's Authorized Users. ARTICLE II SCHOOL CONNECT SERVICES 2.1 Commencing on the Effective Date,Customer shall have the nonexclusive right, for the purposes and subject to the terms and conditions stated in this Agreement,for Customer's Authorized Users to obtain access to and use School Connect. 2.2 School Connect is a multi-leveled system for locating foster homes near a child's school of origin. 2.3 Hosting,Enhancement and Maintenance. (a)School Connect will be hosted forthe Customer beginning withJuly 1, 2015 and ending on June 30,2016. (b) It is anticipated that enhancements to School Connect will be ongoing.Enhancements that become available during the term of this contract will be made available to the Customer.The Provider will install all available enhancements. 2.4 It is understood and agreed that maintenance may be required from time to time. Provider will endeavor to provide Customer with reasonable notice of such maintenance by posting such notice on the home page of School Connect. It is also understood that emergency maintenance may also be required and, in such cases, prior notice of such maintenance will not be provided to Customers. ARTICLE HI LICENSE FEE AND PAYMENT TERMS 3.1 License Fee:In consideration for the License to use School Connect as provided herein,Customer agrees to pay Provider the License Feesfor the period July 1,2015 through June 30,2016.The current Fee Schedule: (a) Total for License Fee (July 2015 - June 2016): Four Thousand Three Hundred Dollars ($4,300). 3.2 Payment Terms: (a) License Fee: Customer shall be invoiced after receipt of the signed license agreement by Provider for all feesdue throughJune 2016. (b) Customer shall remit payment to provider within thirty (30) calendardays of Customer's receipt of invoice. ARTICLE IV TERM AND TERMINATION 4.1 This Agreement shall be in effect between the Provider and the Customer beginning with the Effective Date and terminating on June 30,2016. 4.2 Upon termination of the participation in this License Agreement,any subsequent use, storage and access to information received pursuant to this Agreement will continue to be subject to the terms and conditions of this Agreement. Upon termination, Customer shall cease usage of information received under this Agreement, unless the Customer and Provider enter into a new License Agreement. 4.3 Either party can terminate this agreement at any time by providing 30 days written notice of intent to terminate to the other party. In the event of early termination, no license fee shall be refunded. 4.4 The Provisions under which this Agreement may be terminated shall be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have. ARTICLE V CONTENT AND USE OF SCHOOL CONNECT 5.1 The Customer shall have the right to provide Customer Data to Provider for inclusion in School Connect. (a) By submission of Customer Data to Provider,Customer grants Provider a nonexclusive,royalty-free license to include the Customer Data in Provider's School Connect for use by authorized users of School Connect, which includes, but is not limited to copying, displaying, and modifying. Authorized users from other entities may have access to such information. (b)Customer hereby warrants and represents that such Customer Data does not violate any intellectual property rights or privacy rights of third parties. Customer further assumes sole responsibility for compliance with all intellectual property and privacy laws by any Authorized Users of the Customer (c)Customer agrees to indemnify,save,hold harmless,and at Provider's request, defend Provider,its officers,agents, and employees from any and all costs and expenses, damages,liabilities,claims,and losses occurring or resulting to Provider which arise out of or are in any way connected with the use of the Software described herein, and from any and all costs and expenses,damages,liabilities,claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the performance,or failure to perform,of Customer, its officers, agents, or employees under this Agreement or at law. Customer hereby agrees to indemnify,defend and hold harmless Provider from any and all liability associated with Provider's inclusion of Customer Data in School Connect. (d)Provider agrees to indemnify,save,hold harmless,and at Customer's request,defend Customer,its officers,agents,and employees from any and all costs and expenses,damages,liabilities,claims,and losses occurring or resulting to Customer which arise out of or are in any way connected with the use of the Software described herein, and from any and all costs and expenses,damages,liabilities,claims,and losses occurring or resulting to any person,firm, or corporation who may be injured or damaged by the performance,or failure to perform,of Provider,its officers,agents,or employees under this Agreement or at law. ARTICLE VI PROVIDER'S PROPRIETARY RIGHTS IN SCHOOL CONNECT/NONDISCLOSURE 6.1 Customer acknowledges that School Connect is the property of the Provider and that the value of School Connect is, in part,determined by the Provider's ability to limit access to and use of School Connect. 6.2 The Customer shall not disclose or make available to any third party any of Provider's proprietary information,trade secrets,and intellectual property to which Customer is granted access pursuant to this Agreement,including,without limitation,manuals and instructions for operation of School Connect,knowledge of operating methods,Passwords, Personal User Name, and the names and designations of any equipment comprising the system. Customer agrees to keep all such information strictly confidential and to refrain from discussing this information with anyone else without proper authority. 6.3 To further protect the Provider's Proprietary Rights in School Connect,Customer agrees to restrict access to School Connect to Customer's Authorized Users.In addition, Customer agrees to advise each Authorized User before he or she receives access to School Connect,of the obligations of Customer under this Agreement and require each Authorized User to maintain those obligations. 6.4 School Connect and all supporting documentation shall remain the property of the Provider. ARTICLE VII PROTECTION OF PRIVATE CUSTOMER DATA 7.1 Customer and Provider recognize that Customer Data which relates to families is confidential.Customer is required to preserve the confidentiality of any information relating to families. 7.2 Customer shall inform each Authorized User of the need to protect Customer Data containing private family information.Customer shall not disclose or make available to any third party any private family information to which Customer's Authorized users are granted access pursuant to this Agreement. 7.3 Customer shall restrict access solely to School Connect to Customer's Authorized Users.In addition,Customer shall advise each Authorized User before he or she receives access to School Connect,of the obligations of Customer under this Agreement.Customer shall require each Authorized User to maintain those obligations and to sign confidentiality agreements. 7.4 Customer Data shall remain the property of Customer. 7.5 Provider will use its best effort to protect Customer Data from changes or physical loss or destruction through the operation of its computer system or by its personnel. "Best efforts"shall include weekly backup of all input provided by Customer and offsite storage of backup material for a 30-day period. ARTICLE VIII PERSONAL USER NAME AND PASSWORD PROVIDED 8.1 Customer's Authorized Users shall gain access to School Connect via the Internet through the Authorized User's Personal User Name and Password. 8.2 Immediately following the initial data loading of Authorized Users,Customer shall assume sole responsibility for the management of Personal User Names and Passwords for all of Customer's Authorized Users. The Customer's Administrative Contact,or designee at the county office of education or child welfare services,shall be responsible for ensuring that Personal User Names and Passwords are provided only to Authorized Users and for managing, disabling or authorizing new Authorized Users'Personal User Names and Passwords. ARTICLE IX PERSONAL USER NAME SECURITY 9.1 Customer shall be solely responsible for the security of the Passwords and Personal User Names issued to it.Customer is solely responsible for disabling lost, stolen, or inactive Passwords OR Personal User Names. ARTICLE X LIABILITY 10.1 Customer agrees that Provider shall not be liable for any delays or failures in performance or for any interruption of Provider's service and further agrees to indemnify and hold Provider harmless from any loss or claims arising out of the use of Provider's service of any materials provided under this Agreement. 10.2 Provider will make a reasonable effort to verify the validity of data but is not responsible for the accuracy of data supplied by the Customer. 10.3 Force Majeure:Neither Party shall be liable for delays or failures in performance under this Agreement from events beyond their reasonable control,including acts of God,war (declared or undeclared),government regulation,terrorism,disaster,strikes,civil disorder, curtailment of transportation facilities,or similar occurrence beyond the Party's control,making it impossible,illegal, or commercially impracticable for one or both Parties to perform its obligation under this Agreement,in whole or in part.Either Party may terminate this Agreement without liability for any one or more of such reasons upon written notice to the other party within ten (10) days of such occurrence or receipt of notice of any of the above occurrences. ARTICLE XI WARRANTY DISCLAIMER 11.1 Provider makes no representations or warranties of any kind with respect to services or data made available by provider,including but not limited to the warranties of fitness for a particular purpose or merchantability.Provider assumes no responsibility in connection with the use of any of the services or data made available by provider.Customer agrees that Provider shall not be liable for any special,incidental,indirect,punitive,or consequential damages or for the loss of profit, revenue or data arising out of the subject matter of this agreement, even if Customer has been advised of the possibility of potential loss or damage. ARTICLE XII DEFAULT 12.1 Events of Default. This Agreement may be terminated by the non-defaulting party if any of the following events occur: (1) if a party materially fails to perform or comply with this Agreement or any provision hereof; (2) if a party becomes insolvent or admits in writing its inability to pay its debts as they mature,or makes an assignment for the benefit of creditors; (3)if a petition under any foreign, state or United States Bankruptcy Act, receivership statute, or the like, as they now exist, or as they may be amended,is filed by a party; or (4)if such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days. If a party materially fails to perform or comply with this Agreement,the non-defaulting party can terminate the Agreement after first giving written notice of an opportunity to cure within 15-days.If the failure is not cured,the nondefaulting party may then terminate the Agreement effective upon receipt of written notice. 12.2 Obligations On Termination By Default.Within ten (10) days after receiving notice of termination of this Agreement,Customer shall cease and desist use of School Connect.Provider reserves the right to disable any and all Passwords issued to Customer upon Customer's default herein. ARTICLE XIII NOTICES 13.1 All invoices,authorizations,and requests in connection with this Agreement shall be deemed given five (5) days after being deposited in the U.S. mail,postage prepaid,certified or registered,return receipt requested;or one (1) day after being sent by overnight courier, charges prepaid,with confirming fax; and addressed as first set forth below or to such other addresses as the Party to receive the notice so designates by written notice to the other Party. Provider Customer Name:Sacramento County Office of Education Name:Fresno County Attn:Trish Kennedy,Director Foster Youth Services Attn:Director,Department of Social Services Address:PO Box 269003 Sacramento,CA 95826-9003 Address:P.O.Box 1912 Fresno.CA 93718-1912 Phone:(916)228-2730 Phone:(559)600-2300 ARTICLE XIV GOVERNING LAW,JURISDICTION AND VENUE 14.1 The validity,interpretation,construction and performance of this Agreement shall be governed by the laws of the state of California. 14.2 Any legal proceeding arising out of or relating to this Agreement shall be brought in Sacramento County,California.Customer hereby consents to the jurisdiction of such courts. ARTICLE XV SEVERABILITY 15.1 If any provisions of this Agreement shall be held to be invalid, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby. ARTICLE XVI NONASSIGNABILITY 16.1 This Agreement and the rights and benefits conferred upon Customer hereunder may not be assigned or otherwise transferred by Customer without prior written consent of the Provider. ARTICLE XVII ENTIRE AGREEMENT 17.1 This Agreement embodies the entire understanding of the parties and supersedes all previous communications,representations,or understandings,either oral or written, between the parties relating to the subject matter herein. ARTICLE XVIII MODIFICATIONS 18.1 This Agreement may not be supplemented,modified,amended,released or discharged except by an instrument in writing signed by each party's duly authorized representatives. ARTICLE XIX NONWAIVER OF RIGHTS 19.1 Customer and Provider agree that no failure to exercise and no delay in exercising any right,power,or privilege on the part of either party shall operate as a waiver of any right, power or privilege under this Agreement.Customer and Provider further agree that no single or partial exercise of any right,power,or privilege under this Agreement shall preclude further exercise thereof. This Agreement may be executed in one or more counterparts,all of which together shall constitute one and the same document.Photographic copies of such signed counterparts may be used in lieu of the originals. IN WITNESS WHEREOF,the parties have caused their duly authorized representatives to execute this agreement as of the date first set forth above. Provider Customer Sacramento County Office of Education Fresno County By:Mark Vigario By:Chairman,Board of Supervisors Title:Assistant Superintendent Signed:<^s^^^ « Signed:jjl^UUAlA^ Date:^pfi Da<e:(Wlk;$>/5" ATTEST: BERNICE E.SEIDEL,Clerk Board of Supervisors By :^y^^XocKj^Q^K IN WITNESS WHEREOF,the parties hereto have executed this Agreement as ofthedayandyear first hereinabove written. APPROVED AS TO LEGAL FORM: DANIEL C.CEDERBORG,COUNTY COUNSEL By {0mJut^du^ APPROVED AS TO ACCOUNTING^ORM: VICKfCROW, C.P.A.,AUDITORCONTROLLER/ TREASURER-TAX COLLECTOR REVIEWED AND RECOMMENDED FOR APPROVAL: Deliiho E.Neira,Director Mi Department of Social Services Fund/Subclass:0001/10000 Organization:56107648 Account/Program: DEN:it