HomeMy WebLinkAboutCertive Software(1)Kittitas County
Review Form
Grants & Contract Agreement
Today's Date
01/09/2018
Fund/Department
116 -Public Health
Contract/Grant Information
Contract /Grant Agency: Certive Software
Agenda Date
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Period Begin Date: Receipt of payment (approx. LI I Period End Date: 1 year after receipt of
February 2018) payment (approx. February 2019)
Total Grant/Contract Amount: $1000.00/year
Grant/Contract Number:
Contract/Grant Summary:
The CERTIVE software is to set forth to define an arrangement under which Certive will provide software
as a service for the purpose of managing the performance of the organization through the development,
implementation and management of their strategic and operational plans.
Recommendation for Board of Health and Board of Health Review on _
Department Head Signature:
Administrator Date:
Kittitas County Prosecutor, Auditor, and Board of Health Review and Comment:
APPROVED AS TO FORM:
Signature of Prosecutor's Office Date
Signature of Auditor's Office
Signature of Board of Health member
Financial Information
Date
Date
Total Amount $
State Funds $
Federal Funds $
Percentage County Funds
Matching Funds $
CFDA#
In -Kind $
Grant/Contract Review Page 1
Explain
Is Equipment being purchased? Who owns equipment?
New Personnel being hired? Contact HR hiring — reporting requirements
Future impacts or liability to Kittitas County:
Budget Information
Budget Amendment Needed? Yes ❑ attach budget form No ❑x why not
New Division Created?
Revenue Code
Pass Through Information
Agency to Pass Through
.............
Amount to Pass Through $
Sub -Contract Approved Date:
Prosecutor Review
Has the Prosecutor reviewed this agreement? Yes ❑ No []
County Departments Impacted
Submitted
Signature: Date:
Department:
Assignment of Tracking Information
Auditor's Office
Human Resource
Prosecutor's Office
Who Signed the grant application
Reviewer I Date
Grant/Contract Review Page 2
Auditor
Facilities Maintenance
Information Services
Human Resource
Prosecutor
Treasurer
Submitted
Signature: Date:
Department:
Assignment of Tracking Information
Auditor's Office
Human Resource
Prosecutor's Office
Who Signed the grant application
Reviewer I Date
Grant/Contract Review Page 2
�CERTIVE
SOFTWARE as a SERVICE (SaaS) AGREEMENT
_VMSG Dashboard Performance Management System
The purpose of this Agreement (hereafter referred to as the "Agreement") is to set forth to define an
arrangement under which Certive will provide Software as a Service ("SaaS") for the benefit of the
Customer.
The standard SaaS Agreement with Certive is provided below. By purchasing and/or using our SaaS
you are explicitly agreeing to all of the following terms and conditions:
DEFINITIONS.
"Software" shall mean the Software or Program(s) provided by Certive to Customer under this
Agreement.
"Hosting Services" shall mean the services provided by Certive to Customer under this Agreement.
"Support Services" shall mean customer service and technical support provided to SaaS users as
detailed under the Specifications.
"SaaS" shall mean the combination of internet-based (cloud) Software, Hosting Services, and
Support Services provided by Certive to Customer.
"Source Code" shall mean the readable forms together with make and build files.
"Delivery" shall mean the SaaS transmitted by Certive to Customer electronically a d in accordance
with security measures agreed upon by both parties as described in the this Agree ent.
"Certive Materials" shall mean any software, code, audio files, video files, data, grail in
or other
materials or resources transmitted to Customer in order to provide any of the services under this
Agreement.
Subject to the following terms and conditions of this Agreement, Certive will provide SaaS for
Customer:
1. SAAS SPECIFICATIONS
Certive agrees to provide Customer with SaaS according to the following Specifications (the
"Specifications"):
Certive provides SaaS in the form of cloud -based Software, Hosting Services, and Support Services.
Software
The VMSG Dashboard Performance Management System enables clients to manage the
performance of their organization through the development, implementation and management of
their strategic and operational plans.
Hosting Services
Fees for Hosting Services and Support Services are included in the SaaS licensing fees.
Certive Solutions Inc. 1480.922.5327 17373 E. Doubletree Ranch Road I Suite 210 1 Scottsdale AZ 185258
Support Services
Support Services are included with the SaaS license for licensed system administrator users.
Services include:
SaaS (Software as a Service)
o Hosting
o All software updates
o Daily backups
o Worldwide access via the Internet
o NOTE: can be internally hosted by Health Department if desired
Initial setup
o Establish Organization
o Establish Groups and hierarchy
o Establish Categories & Sub -Categories
o Establish Users
• Admin
• R/W
• R/O
• Partner
• Local or Webinar-based User Training
• Technical Support
• NOTE: Does not include Operational Plan development
Certive agrees to provide assistance in using SaaS based on the customer's needs via e-mail,
phone, and Certive's web sites.
1.1 SERVICES PROVISIONS
Rights and License Granted.
Except for Customer use of the licensed SaaS, Customer is not granted any rights or license to
the Software or Services under this agreement. Customer acknowledges that through its
payments to Certive it is granted access to the SaaS. Customer further acknowledges that at no
time shall it be entitled to download, distribute, install or otherwise redistribute the Software in
any form not explicitly covered by this Agreement. The Customer understands that access to
the SaaS ends when one of the following events takes place: 1) Customer payments are unpaid
after sixty days (60 days) of the invoice date, or 2) Customer cancels its subscription with an
advanced 30 -day written notice and Customer's account is paid in full.
Certive reserves the right to remove any content Certive views as harmful or content that could
subject Certive or a customer to a penalty.
Limitations to Rights and License.
At no time will Customer hold title to or ownership of any of the SaaS, Certive Data, Source
Code or any Materials provided to Customer during the term of this Agreement. Customer
access to Customer data records will be withheld at the end of Term until Customer's balance is
fully paid. Upon completion of the term of the Agreement and payment in full, Certive will
provide the Customer with the Customer's data in electronic format.
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Certive Solutions Inc. 1480.922.5327 17373 E. Doubletree Ranch Road I Suite 210 1 Scottsdale AZ 185258
U.S. export control laws and other applicable export and import laws govern Customer's use of
the SaaS, including technical data. Neither the Certive Materials nor any direct product thereof
may be exported, directly or indirectly, in violation of these laws, or may be used for any
purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological
weapons proliferation.
1.2 LENGTH OF SERVICE
Customer agrees to an initial term of service ("Term"). The length of contract term required is
based on the type of service desired by Customer and shall be determined solely by Certive as
defined in the payment option selected by Customer.
1.3 SERVICE START DATE
The first subscription payment plus setup charges, if any, shall be due in advance of any service
provided. Service shall begin upon Certive receipt of payment for such first Term of service or
upon a mutually agreed upon alternate date.
1.4 RENEWAL BY CUSTOMER
The VMSG Dashboard subscription may be renewed, annually. Certive will notify Customer
approximately 90 days prior to the annual renewal date. Customer will have the option to renew
the subscription at the current license count, modify the license count or terminate the
subscription. Certive will invoice Customer for the selected license count. Renewal prices are
subject to change.
1.5 SAAS CUSTOMIZATION
Customer acknowledges that the SaaS is provided "as is" and "as delivered" and cannot be
construed as being able to be customized or modified in any way. Customer assumes all
responsibility to review all features included in the SaaS prior to signing this agreement.
Customization of the VMSG Dashboard system for the Customer can be completed for an
additional fee. This fee will be negotiated on a case-by-case basis.
1.6 SAAS SUPPORT
All support for the SaaS shall be conducted as defined in the Specifications.
2. END-USER PRICING AND SERVICES FEES
End -User Pricing and Services Fees are subject to change at the sole discretion of Certive.
3. TERMS OF PAYMENT
Terms of payment are C.O.D. unless credit approval has been granted by Certive. If credit
approval has been granted, credit terms are net thirty (30) days upon receipt of invoice. Certive
reserves the right to revoke any credit extended and suspend all SaaS if customer's payment is
in arrears for more than sixty (60) days.
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Certive Solutions Inc. 1480.922.5327 17373 E. Doubletree Ranch Road I Suite 210 1 Scottsdale AZ 185258
4. PROPRIETARY INFORMATION
Proprietary information exchanged hereunder shall be treated as such by Customer. This
information shall include, but is not limited to, the provisions of this Agreement, product and
services information, materials, software, code, pricing, or any other materials transmitted to
Customer under this Agreement. Customer agrees not to (a) decompose, disassemble, decode,
or otherwise reverse engineer any Certive program, code, or technology installed or delivered to
Customer or any portion thereof; (b) transmit or allow to be transmitted any such materials to
any third party except as necessary for the fulfillment of this Agreement; (c) use any Certive
Materials or SaaS in any way not intended or expressly provided for by this Agreement.
5. CUSTOMER INFORMATION
Certive takes ordinary and customary security measures in protecting customer information
passing through software, web sites, e-mail, and the portions of non-public network within
Certive's control. Certive accepts no responsibility beyond ordinary and customary
responsibilities.
6. WARRANTIES
Certive makes no warranties or representations of any kind, whether expressed or implied, for
the SaaS Certive is providing. Certive and any suppliers of content materials also disclaim any
warranty of merchantability or fitness for any particular purpose. Use of any information
obtained by way of Certive is at Customer's own risk, and Certive specifically denies any
responsibility for the accuracy or quality of information obtained through its Services.
Connection speed represents the speed of an end-to-end connection. Certive does not
represent guarantees of speed or availability of end-to-end connections. Certive expressly limits
its damages to Customer for any non -accessibility time or other down time to the pro -rata
monthly charge during the system unavailability. Certive specifically denies any responsibilities
for any damages, direct or indirect, arising as a consequence of such unavailability.
6.1 SERVICE LEVEL AGREEMENT
Certive shall use commercially reasonable efforts to make the service available for use 24 hours
a day, 7 days per week with the exception of maintenance downtime. All regular maintenance,
updates and upgrades will be performed during non -business hours. Business hours, for this
purpose, are defined as 6:00 AM — 6:00 PM local time. Certive expressly limits its obligation for
any non -accessibility time or other down time during normal business hours to the pro -rata
charge during the system unavailability. Any requested and verified pro -rata charges for
downtime will be credited to the customer's license agreement fees for the next billing cycle.
The service level agreement does not apply in the following cases:
• Client system and infrastructure issues
• Systemic Internet issues
• Data issues resulting from client errors
6.2 NO DUTY TO CUSTOMER'S USERS NOT DIRECTLY CONTRACTED
WITH CERTIVE
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Certive shall have no obligation to support, train or troubleshoot issues for any third -party user
due to problems arising out of the use of the SaaS provided to Customer by Certive. Third
parties shall include, but are not limited to: vendors, contractors, Customer's customers,
Customer's clients or any third party not directly contracted with Certive for SaaS and SaaS
Support,
7. COPYRIGHTS AND TRADEMARKS
Customer warrants that Customer has the right to use any applicable trademarks or materials
that Customer installs, integrates or uses in connection with this SaaS.
8. TRANSFER OF AGREEMENT
Customer may not assign or transfer this Agreement, in whole or in part, without the prior written
consent of Certive. In the event that Customer contemplates whole or partial sale of Customer's
business, ownership change, or change in jurisdiction, Customer shall notify Certive by mail,
facsimile, or email no less than sixty (60) days prior to the effective date of the event.
9. TERMINATION
Certive may terminate this Agreement at its sole discretion upon the occurrence of one or more
of the following events: 1) Customer's failure to comply with any provisions of the Agreement
upon receipt of written notice from Certive of said failure, 2) appointment of receiver or the filing
of any application by Customer seeking relief from creditors, or 3) upon mutual agreement in
writing by Certive and Customer.
Certive agrees, upon termination of this agreement, to provide the Customer with their system
data in a mutually agreeable format.
10. DISPUTES
If legal proceedings are commenced to resolve a dispute arising out of or relating to this
Agreement, each party shall be responsible for their costs, legal fees, and expert witness fees
as well as any costs or legal fees in connection with any appeals.
11. LIMITATION OF LIABILITIES
A. Notwithstanding any damages that customer might incur for any reason whatsoever
(including, without limitation, all direct or general damages), the entire liability of Certive
and any of its suppliers under any provision of this agreement and customer's exclusive
remedy for all of the foregoing shall be limited to actual damages incurred by customer
based on reasonable reliance up to the amount actually paid by customer for the
product. Additionally, Certive shall not have any liability with respect to any incident or
damages arising out of or related to any third -party services. The foregoing limitations,
exclusions and disclaimers shall apply to the maximum extent permitted by applicable
law, even if any remedy fails its essential purpose.
B. To the maximum extent permitted by applicable law, in no event shall Certive or its
suppliers be liable for any direct, special, incidental, indirect, punitive, consequential or
other damages whatsoever (including, but not limited to, damages for: loss of profits,
loss of confidential or other information, business interruption, personal injury, loss of
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Certive Solutions Inc. 1480.922.5327 17373 E. Doubletree Ranch Road I Suite 210 1 Scottsdale AZ 185258
privacy, failure to meet any duty (including of good faith or of reasonable care),
negligence, and any other pecuniary or other loss whatsoever) arising out of or in any
way related to the use of or inability to use the product or support services, the provision
of or failure to provide support services, or otherwise under or in connection with any
provision of this agreement, even in the event of the fault, tort (including negligence),
strict liability, breach of contract, and even if Certive or any supplier has been advised of
the possibility of such damages.
12. GENERAL
If any provision of this Agreement is held to be unenforceable, the enforceability of the
remaining provisions shall in no way be affected or impaired thereby. This Agreement and any
disputes arising hereunder shall be governed by the laws of State of . A failure by
any party to exercise or any delay in exercising a right or power conferred upon it in this
Agreement shall not operate as a waiver of any such right or power.
The parties represent and warrant that, on start of service Term, they are authorized to enter
into this Agreement in its entirety and duly bind their respective principals by their use of the
SaaS provided by Certive.
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Certive Solutions Inc. 1480.922.5327 17373 E. Doubletree Ranch Road 1 Suite 210 1 Scottsdale AZ 185258
13. SIGNATURE
Organization
Name
Title
Date
Signature
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Certive Solutions Inc. 1480.922.5327 17373 E. Doubletree Ranch Road I Suite 210 1 Scottsdale AZ 185258