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HomeMy WebLinkAboutbocc.res.069.2017 - Repealed IGA was never executed by other party. Refer to Resolution No. 012-2018 RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS("BOCC") OF PITKIN COUNTY, COLORADO, APPROVING AN INTERGOVERNMENTAL. AGREEMENT BETWEEN PITKIN COUNTY"PITKIN" AND ARAPAHOE COUNTY "ARAPAHOE" FOR GOVPRIME RESOLUTION NO. 019"1 2017 RECITALS: I. Pursuant to Title 29, .Article I. Part ? Colorado Revised Statutes, as amended (the "Intergovernmental Relations Statutes')and Article XIV, Section 18 of the Colorado Constitution, governments may contract with one another to provide any function. sen ice, or facility lawfully authorized to each of the contracting units and any such contract may pros ide for the joint exercise of the function, sen ice or facility, including the establishment of a separate legal entity to do so 2. Pursuant to Section 2.8 3 (Actions)of the Pitkin County Home Rule Charter("HRC' ) official action by formal resolution shall be required for all actions of the Board not requiring ordinance power on matters of significant importance affecting citizens. 3. Pitkin County ("Pitkin") and Arapahoe County ("Arapahoe") wish to enter into an intergovernmental agreement for the purposes of, due to the complexity of sharing the Go-Prime infrastructure (i.e., the platform), an Intergovernmental Agreement is warranted to cover the intellectual property, governance of the platform,data sharing, security, system and software support, and cost of sharing of the platform and applications, and 4. Both Pitkin and Arapahoe are governments authorized to enter into agreements pursuant to C R S. § 29-1-203 for purposes including the provision of any function, service, or facility lawfully authorized to each; and 5 Arapahoe has developed GovPrune to more efficiently provide timely, accurate, and paperless access to human services and its clients, and 6 It is to the advantage of both Parties and to the health, safety and welfare of the citizens of the respective Parties, for Arapahoe to provide the GovPrime computing platform and other software applications to Pitkin County, enabling each party to improve its public services; and 7 The BOCC finds that it is in the best interests of the citizens of Pitkin and Arapahoe to enter into this agreement in order to equip the Pitkin County Economic Assistance department with the most current technological tools with which to provide Pitkin County residents with the most accurate and timely assistance possible. NOW, THEREFORE, BE IT RESOLVED bg the Board of County Commissioners of Pitkin County, Colorado that Pitkin County is authorized to enter into an Intergovernmental Agreement with Arapahoe County in substantially the same form satisfactory to the County Attorney, and authorizes the Chair or designee. to sign the resolution and the agreement on behalf of the County, and authorizes the Chair of the Director of Human Services to sign the agreement on behalf of the County and further. authorization for the Director of Human Services to sign all future amendments to this Intergovernmental Agreement with approval of such by the County Manager. 1 INTRODUCED AND FIRST READ ON THE ,f�� DAY OF 7�z , 2017 ANDS FOR SECOND READING AND PUBLIC HEARING ON HE //e DAY OF 0-012.er 2017 NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF TJ E RES UT�BLISHED IN THE ASPEN TIMES WEEKLY ON THE 5 DAY OF a ✓ , 2017 NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE (www pitkmcounly.com ) ON THE 26°1 DAY OF St 71,244., 2017. ADOPTS FJTER FINAL READING AND PUBLIC HEARING ON THE // _ DAY OF (t o/3-t/ 2017. PUBLISHED BY TITLE AND SHORT SUMMARY, AF tEy ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE 44I DAY OF eta bf/' . 2017. POSTED BY TITLE AND SHORT SUMMARY OW HE OFFICJ*IL 11TKIN COUNTY WEBSITE (www prtkmj� county.com ) ON THE /3 DAY OF(//��n -3 Y 2017. ATTEST. I /1 .,��rU'� + I BOARD OF COUNTY COMMISSIONERS By /X'/U l,/. � its /"'� By, It I Jeanette Jones George New an, Ch..r Deputy County Clerk; 1/i ?'7 Date APPROVED AS TO FORM. MANAGER APPROVAL John Ely,k'6unty Attorney Jon Peacoc , County Manager 3 (Attachment B) INTERGOVERNMENTAL AGREEMENT Between Arapahoe County and Pitkin County for GovPnme This Intergovernmental Agreement (the "Agreement") is made by and between the Board of County Commissioners of the County of Arapahoe("Arapahoe County") and the Board of County Commissioners of Pitkin County(the"Subscribing County") as of the 2017. RECITALS WHEREAS,pursuant to Colorado Constitution,Article XIV, Section 18 and C.R.S. §§ 29-1-201. et seq , Arapahoe County and the Subscribing County have the legal authority to cooperate or contract with each other to provide any function, service, or facility lawfully authorized to each, and any such contract may provide for the sharing of costs,or other matters,for the purposes stated hereinafter; and WHEREAS, Arapahoe County has developed GovPnme to more effectively provide services to its clients, and WHEREAS,it is the advantage of both Parties and to the health, safety and welfare of the citizens of the respective Parties, for Arapahoe County to provide the GovPrime computing platform and other software applications to Subscribing County, enabling each Party to improve its public ser- vices, and WHEREAS, due to the complexity of shanng the GovPrime computing infrastructure (i.e., the platform),an agreement is warranted to cover the intellectual property,governance of the platform, data sharing, security, system and software support, and cost sharing of the platform and applica- tions; and WHEREAS, this Agreement shall be considered an intergovernmental cooperation agreement pursuant to C R.S § 19-1-203 for the purpose of sharing the listed software applications, which shall be available for use by each Party on a cost-sharing basis according to the terms and condi- tions in this Agreement; and WHEREAS, this Agreement is entered into pursuant to, inter alia, C.R S §§ 29-1-201, et seq., and Article XIV, Section 18 of the Colorado Constitution. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual promises and agreements of the Parties and other good and valuable consideration,the adequacy and sufficiency of which is hereby acknowledged,the Parties agree as follows 1. Purpose of Agreement. This Agreement defines the relationship between Arapahoe County,as the provider of the GovPnme computing platform and other software applications, and the Subscribing County 1.1. The GovPrime platform is a cloud-based computing platform providing Software-as-a- Service("SaaS") 1 2 The goal of providing the applications within the GovPrime platform is to make software applications available to the Subscribing County for its daily operations at a modest cost by leveraging common applications and the SaaS platform itself 1 3. Arapahoe County may Provision(as defined below)application software on the GovPrime platform for use by the Subscribing County A Services Agreement, attached to this Agreement, will govern the use of any specific software modules Provisioned on the GovPrime platform for the Subscribing County. 2 Definitions. 2 1 Software-as-a-Service ("SaaS") is the capability of providing applications running on a cloud infrastructure to the Subscribing County. The applications are accessible from var- ious client devices through a thin client interface such as a Web browser or a program interface The Subscnbing County does not manage or control the underlying cloud infra- structure,including network, servers,operating systems, storage or even individual appli- cation capabilities, except for limited user-specific application configuration settings 2.2. Subscription is the grant of the right by Arapahoe County to a Subscribing County to use platform or application software. Such a grant does not include the transfer of ownership of the intellectual property unless the subscription agreement between the two counties expressly provides for that transfer 2 3 Go Live is the point in time in which the Subscribing County starts to accomplish its work through an application using the GovPnme platform and described in an accompanying Services Agreement In most cases this will coincide with Users being given access to the production environment following User Acceptance Testing. 2.4. Provision/Provisioning refers to the preparing of the hosted environment for use by the Subscribing County 2.5. Users refers to the Subscribing County's named users that have a user account which has access to the system of products that are hosted on the GovPrime platform. 2.5.1.User Accounts are to be used by a single person, not by a system or automation, and may not be shared between multiple people A User Account only has to have access to the system to be counted toward the number of Users, regardless of whether they have logged into the system. 2.6. Billing Start Date. Collection of usage for the purpose of billing will start on the Go Live date for the Subscribing County. 2 7. Designated Partner refers to third party provider of cloud services. 2.8. Data Breach means the unauthorized access by a non-authorized person(s) that results in the use,disclosure or theft of a Subscribing County's data in the subscribed software. 3 GovPrune Service 3 1. GovPrime is a service provided by Arapahoe County to the Subscribing County for the sole purpose of creating a cloud-based platform for serving software applications to the Subscribing County 3.2. The Subscnbing County will execute a Services Agreement and a Statement of Work for Implementation prior to being granted access to the GovPrime Service. These documents will be developed individually with the Subscribing County from a standard template. 3 3 As the GovPrime SaaS platform is cloud-based,Arapahoe County will engage with a Des- ignated Partner. The Designated Partner will host the GovPrime platform. 3 4 Arapahoe County will confirm that any Designated Partner follows required compliances to maintain the confidentiality and security of the data. These will include, but are not limited to, HIPAA, PH and FedRamp compliance protocols. (See Attachment 1 for a list of the compliances provided by the selected cloud provider)Notwithstanding the forego- ing,Arapahoe County will not be liable for any breaches of these protocols caused by the third-party provider. 4. Scope of Services and Software-as-a-Seroice 4.1. The GovPrime Service and any applications that run on the GovPrime platform are pro- vided to the Subscribing County by this Agreement. 4.2 Arapahoe County developed the platform and the applications to improve the efficiency of its internal operations. By providing the platform and applications to the Subscribing County, It should be understood that Arapahoe County is not a commercial software ven- dor Rather,Arapahoe County, having created the platform and applications and made the investment to develop these specific software packages, is offering them for use by the Subscnbing County. 4.3. As with nearly all software packages, during use, flaws may become evident. Arapahoe County, as a user of the software, is interested in knowing about and providing remedies to these flaws They should be reported as specified in the Support Services section of the Services Agreement. 4.4. Arapahoe County will implement the GovPrime platform in the cloud,provisioning a Sub- scribing County as necessary. Any implementation of the application software will be covered by the Statement of Work for Implementation. 4.5. Arapahoe County shall be the owner of the GovPrime platform and any applications that it Provisions on that platform for the Subscribing County. By virtue of this Agreement, Arapahoe County is licensing the use of the GovPrime platform and any Provisioned ap- plications to the Subscribing County and its Users. 5 Subscribing County Obligations 5.1 All access by Users will be the responsibility of the Subscribing County through the use of Active Directory Services in the cloud 5 2 Additional obligations of the Subscribing County are described below regarding Confi- dential Information, Security, Access and insurance. 6. Term. 6.1. The Term of this Agreement shall be five(5)years, starting on the first day of any calendar quarter. At the end of the Term,the Agreement will automatically renew for another five (5) years("Renewal Term"),unless the Subscribing County notifies Arapahoe County at least sixty(60) days prior to the end of the current term, pursuant to paragraph 14. 7 Termination. 7.1. If the Subscribing County terminates all Service Agreements with Arapahoe County,then this Agreement is terminated at that same time. Sixty 160) days' notice of termination is required under the Services Agreement. 8 Compensation. 8 1 The costs associated with using the GovPrime SaaS platform and of using any Provisioned applications will be specified in each individual Services Agreement. Arapahoe County shall provide the Subscribing County projected costs for an upcoming fiscal year(January 1 —December 31)by June 1 of the year preceding the start of the upcoming fiscal yearso that the Subscribing County can appropriately budget for the upcoming fiscal year. 9. Protection of Licensed Technology and Proprietary Rights. 9 1 Arapahoe County is the sole owner of the GovPrime platform and any software applica- tions which run on that platform. The ownership of the software, the ability to modify it and the granting of access to the GovPrime platform will be at all times the responsibility of Arapahoe County or its Designated Partner 9 2 The Subscribing County and User are not permitted to use the software for any purpose other than that specified in the Services Agreement. 9.3. The Subscribing County shall not have the right to download the platform or application code from the GovPrime platform for use on any other platform and the Subscnbing County and User shall not allow any other person or agency to use the software without the written consent of Arapahoe County. 10 Confidential Information, Security and Access. 10.1. The GovPrime platform and any applications Provisioned on it will likely contain confidential data In order to maintain the confidentiality of this data the following applies: l0.l.l. The GovPrime platform will be hosted in a cloud provider that at a minimum ad- heres to HIPAA,PII and FedRamp compliance protocols.Other compliance protocols may also be followed. 10 12 Arapahoe County will follow commercially reasonable and appropriate adminis- trative, technical and organizational security measures to protect all data at rest and in transit to and from the platform and to safeguard against unauthorized access, dis- closure or theft of the Subscribing County's data This includes any application that is hosted on GovPrime and referenced in this Agreement and its subsequent amend- ments. Subscnbmg County data will be encrypted when in transit based on the browser used by the Subscribing County. Arapahoe County will designate appropriate browser(s)to be used with the platform so that the Subscribing County can utilize all of the functionality.Within the GovPrime platform and any applications, Subscribing County data will be encrypted at rest, wherever technically possible Where data is specifically identified as a specific data classification, such as PII or HIPAA, Arapa- hoe County will establish compensating controls to meet generally accepted or man- dated practices 10.13. Users must acknowledge the confidential nature of some or all of the data in the GovPrime system and in any of the Provisioned applications. In accordance with best practices, Subscnbmg County and Arapahoe County Users are expected to adhere strictly to the HIPAA, PII and FedRamp and other compliance protocols, depending on the data in the system Subscribing Counties are expected to be familiar with all confidential data handling compliance protocols per the federal, state and local laws, and are expected to adhere to generally accepted best practices with data handling If the Subscribing County is found to be using or accessing data inappropnately, it may lose access to the GovPnme platform and any Provisioned applications. 10.1.4. The Subscribing County is responsible for setting access rights and permissions for each of its Users through Active Directory Services and configuration settings in GovPrime. 10.2. Arapahoe County shall not be responsible for the misuse of data by the Subscribing County or any of the costs associated with the Subscribing County not following the pre- scnbed compliance protocols 10.3 Responsibilities in the Event of a Data Breach (See Section 11.2, Disclaimer of Warranties) 10 3 1 Arapahoe County shall immediately notify the Subscribing County in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a secunty incident and/or Data Breach affecting Subscribing County's data.Arapahoe County may also need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon. 10.3.2. In the case of a Data Breach originating from the Subscribing County, Arapahoe County will provide assistance to the Subscribing County for identification andreso- lotion. However, the Subscribing County will have sole responsibility for any reme- diation actions necessary as a result of the Data Breach. Any associated costs for identifying and resolving such a breach that are incurred by Arapahoe County will be charged to the Subscribing County. 10.3.3. Arapahoe County shall promptly notify Subscnbing County within 24 hours or sooner by telephone and email,unless shorter time is required by applicable law, if it confirms that there is,or reasonably believes that there has been a Data Breach Arap- ahoe County shall(1)cooperate with the Subscribing County as reasonably requested by the Subscribing County to investigate and resolve the Data Breach, (2) promptly implement necessary remedial measures, if necessary; and (3) document responsive actions taken related to the Data Breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. II. indemnification and Limitation of Liability. 11.1. Assurances 11.1.1. In any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such repre- sentation, including judgments and attorney fees. In the case of delinquent payments, Arapahoe County may pursue legal action in court to secure its payment under this Agreement 11.1.2. Subscribing County shall be solely responsible for all costs, fines and fees associ- ated with any misuse by the employees of the Subscribing County of the services provided herein. 11.1.3. This Agreement does not, and is not intended to, impair, divest, delegate or con- travene any constitutional, statutory, and/or other legal right, privilege, power, obli- gation,duty,or immunity of the Parties.Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 11.2 Disclaimer of warranties 11.2.1. The services described in this Agreement and in the attached Services Agreement and Statement of Work for Implementation are provided on an "as is"and"as availa- ble"basis. Arapahoe County expressly disclaims all warranties of any kind, whether expressed or implied, including, but not limited to, the implied warranties of mer- chantability, fitness for a particular purpose and non-infringement. 11 2 2. Arapahoe County makes no warranty that the Services will meet the Subscribing County's requirements; that the services will be uninterrupted, timely or error-free; nor does it warrant that the results that may be obtained by the services will be accu- rate or reliable. 112 3. Any material or data downloaded or otherwise obtained through the use of the ser- vices is accessed at the Subscribing County's discretion and risk The Subscribing County will be solely responsible for any damage to its computer system or loss of data that results from the downloading of any material. 11.3. Limitation of liability In no event shall either Party be liable to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other damages arising out of this Agreement. 11.4. Dispute resolution All disputes relating to the execution, interpretation, perfor- mance, or non-performance of this Agreement involving or affecting the Parties may first be submitted to Arapahoe County's Director of Information Technology and the Subscrib- ing County's Director of Information Technology for possible resolution.Arapahoe Coun- ty's Director of Information Technology and the Subscribing County's Director of Infor- mation Technology may promptly meet and confer in an effort to resolve such dispute If they cannot resolve the dispute in five (5)business days, the dispute may be submitted to the signatories of this Agreement or their successors m office The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. 12 Insurance. Arapahoe County shall maintain Cyber Liability Insurance in the amount of $2,000,000 per occurrence or claim, $2,000,000 aggregate Coverage shall be sufficiently broad to respond to the duties and obligations as undertaken by Arapahoe County in this Agree- ment and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, inva- sion of privacy violations, information theft, damage to or destruction of electronic infor- mation, release of private information, alteration of electronic information, extortion and net- work security The policy shall provide coverage for breach response costs as well as regula- tory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 13. Suspension of GovPnme Services. Arapahoe County, through its Director of Information Technology, may immediately suspend GovPrime services for any of the following reasons. (i)requests by law enforcement or other governmental agencies; (u) engagement by Subscrib- ing County in fraudulent or illegal activities relating to the GovPrime services provided herein; (iii) breach of the terms and conditions of this Agreement; or(iv) security issues. The right to suspend GovPnme services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section 6 Arapahoe County shall not incur any penalty, expense or liability if GovPnme services are suspended under this Section. 14 Notices 14 1. Any notice required or permitted under this Agreement shall be in writing and shall be hand-delivered or sent by registered or certified regular mail,postage pre-paid and via e-mail (electronic delivery)to the mailing and e-mail addresses set forth below Notice will be deemed given on the date when one of the following first occur: (0 the date of actual receipt, (ii) the next business day when notice is sent express delivery service or personal delivery. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. ;If Notice is sent to Arapahoe County, it shall be addressed and sent to. Director, Arapahoe County Department of Information Technology, 5334 S. Pnnce Street, Littleton, Colorado 80120 and the Chairperson of the Arapahoe County Board of Commissioners, 5334 S. Prince Street, Littleton, Colorado 80120, dbessen�@Jarapa- hoegov.com 14.3. If Notice is sent to Subscribing County,it shall be addressed to:Nan Sundeen,Pitkin County Human Services, 0405 Castle Creek Road, Suite 112, Aspen, CO 81611, [nan.sundeen@pitkincounty.com]With Copies to:Pitkin County Attorney's Office, 123 Emma Road, Suite 204,Basalt,CO 81621,attomey@pitkincounty coin 14.4. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 15. Notification of Legal Requests. Arapahoe County shall contact the Subscribing County upon receipt of any open records requests, electronic discovery, litigation holds, discovery searches and expert testimonies related to the Subscribing County's Data under this contract or which in any way might reasonably require access to the data of the Subscribing County. Arapahoe County shall not respond to subpoenas, service of process and other legal requests related to the Subscnbing County without first notifying the Subscribing County, unless prohibited by law from providing such notice It shall be the responsibility of the Subscribing County to satisfy all record requests 16. Non-Appropriation This Agreement shall not be construed to create a multiple fiscal-year direct or indirect debt or other financial obligation of the Parties within the meaning of Article X, Section 20 of the Colorado Constitution. Pursuant to C.R.S. § 29-1-110, as amended, the financial obligations of the Parties as set forth herein after the current fiscal year are contingent upon funds for that purpose being appropriated,budgeted and otherwise made available by the Parties' respective governing bodies. 17. Governmental Immunity All activities performed under this Agreement are hereby declared to be governmental functions. The Parties to this Agreement and their personnel complying with or reasonably attempting to comply with this Agreement or any ordinance, order, rule or regulation enacted or promulgated pursuant to the provisions of this Agreement shall be deemed to be operating within the scope of their duties and responsibilities and in furtherance of said governmental functions 18. No Waiver Under CGIA. Nothing in this Agreement shall be construed as a waiver by any Party of the protections afforded pursuant to the Colorado Governmental Immunity Act, Sections 24-10-101 et seq, C R S. ("CGIA") as same may be amended from time to time. Specifically, no Party to this Agreement waives the monetary limitations or any other rights, immunities or protections afforded by the CGIA or otherwise available at law 19. Third Parties. This Agreement does not and shall not be deemed to confer upon any third party any right to claim damages to bring suit or other proceedings against the Parties to this Agreement 20. Severability.In the event that any of the provisions of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein 21. Force Majeure. Any delays in,or failure of performance by, any Party of its obligations under this Agreement shall be excused if such delays or failure are a result of acts of God, fires, floods, strikes, labor disputes, accidents, regulations or orders of civil or military authorities, shortages of labor or materials or other causes,similar or dissimilar,that are beyond the control of such Party. 22. Mod fcation. Except as stated herein, this Agreement may be modified or amended only by a duly authorized written instrument executed by the Parties hereto. 23. Waiver of Breach. A Party's waiver of another Party's breach of any term or provision of this Agreement will not operate or be construed as a waiver of any subsequent breach by any Party. 24. Authority The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 25. Compliance with the Law Each Party shall comply with all federal,state,and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement 26. No Assignment. Neither Party shall assign this Agreement. Either Party may terminate this Agreement if the other assigns this Agreement without the prior written consent of the other. 27. Counterparts This Agreement may be executed in counterparts,each of which shall be deemed an original, and all of which, when taken together, shall be deemed the same instru- ment. Facsimile or photographic signatures of either Party to this Agreement or subsequent modifications thereto, shall be effective for all purposes. 28 Survival. The nghts and obligations of the Parties shall survive the term of this Agreement to the extent that any performance is required under this Agreement after the expiration or termi- nation of this Agreement. 29 Entire Agreement. This Agreement constitutes the entire agreement and understanding be- tween the Parties and supersedes any prior agreement or understanding relating to the subject matter of this Agreement. 30. Governing Laiv/Forum/Interpretation This Agreement has been executed by the parties hereto on the day and year first written above and shall be governed by the laws of the State of Colo- rado Venue for any civil action relating to this Agreement shall be in Pitkin County or Arap- ahoe County. If there is any conflict between the language of this Agreement and any exhibit or attachment,the language of this Agreement shall govern. 31. Amendments and Attachments. The intent of this agreement is to setup the basics of an agree- ment between the Parties, for one to many services. There should be an expectation of attach- ments and amendments that describe particular services. Where this document and an attach- ment or amendment for a particular service differ, the difference is for that individual service and should not be considered for all services to which a party is subscribed. • 32. Attorney Fees In the event that legal action is necessary to enforce any of the provisions of this Agreement, the substantially prevailing party, whether by final judgment or out of court settlement, shall recover from the other party all costs and expenses of such action or suit including reasonable attorney's fees 33. Binding Rights and Obligations. The rights and obligations of the parties under this Agreement shall be binding upon and shall inure of the benefit of the parties and their respective successors and assigns IN WITNESS WHEREOF, each party,by signature below of its authorized representative,hereby acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms and conditions COUNTY OF ARAPAHOE, STATE OF COLO- RADO, By and Through Its BOARD OF COUNTY COM- MISSIONERS By. Nancy N. Sharpe, Chair Date Attest: By. Matt Crane, Clerk to the Board Date ATTEST: BOARD OF COUNTY COMMISSIONERS BY `/I . 1 , Jut _ BY/ Jean• Jones George Ne man, 'air Deout, County Clerk /// i /7? Date ////' APPROVED AS TO FORM: MANAGERAPPROVAL ease John Ely un Attorney Jon Peck County Manager 3 Attachment 1: List of Compliances supported in the Microsoft Azure Cloud • FERPA • PCI DSS Level 1, version 3 1 • DoD Provisional Authorizations at Impact Levels 5, 4 and 2 • FedRAMP • FIPS 140-2 • NIST 800-171 • Section 508 • HIPAA/HITECH • HITRUST • MARS-E HSConnects Services Agreement This Agreement(the"Agreement")is made by and between the Board of County Commissioners of the County of Arapahoe ("Arapahoe County") and the Board of County Commissioners of Pitkin County(the"Subscribing County") as of the , 2017. I. Purpose of Agreement This Agreement defines the relationship between Arapahoe County, the provider of the HSConnects computing platform and other software applications, and the Subscribing County This is an addendum to the GovPnme Intergovernmental Agreement (the "GovPrime Agreement") between Arapahoe County and the Subscribing County to define HSConnects services provided. 2, Definitions Defined terms in the GovPrime Agreement apply to this Agreement. 2.1. Tier 3 Support is support for issues that are due to software defects or environmental issues related to the functionality of the HSConnects at the SaaS level Tier 3 Support does not cover issues with the Subscribing County's environment, as those issues are not within Arapahoe County's control.Tier 3 Support also does not support issues that are a result of configuration changes in the software made by the Subscribing County that create unde- sirable results, unless the issue is due to a defect in the software or environment 3 Services Arapahoe County agrees to provide to Subscribing County access to all core func- tionality to HSConnects as a SaaS. 3.1. Subscription Service HSConnects is a SaaS and this Agreement grants access to the ser- vices on a named user basis This Agreement does not grant ownership rights to the Sub- scribing County. The GovPrime Agreement grants a license to the Subscribing County. 3.2 Additional Solutions. Over time, Arapahoe County anticipates building additional solu- tions that may increase functionality of HSConnects. Because the Subscribing County may not be interested in these additional solutions,Arapahoe County may opt to exclude these solutions from the HSConnects SaaS offering in order to prevent the Subscribing County from paying additional fees for unwanted solutions Therefore, this Agreement only rep- resents the components that are considered part of the core functionality of HSConnects. 3.3. Shared Environment.HSConnects is built on multitenant architecture. Therefore,the Sub- scribing County will be using the same SaaS installation as other subscribing counties 4. Data Sources and Functionality Currently,HSConnects contains data from the following State systems- CBMS, TRAILS and ACSES Arapahoe County may choose to add additional data sources as they become available, depending on the value gained by adding additional data sources. 4.1. Arapahoe County will consider adding additional data sources upon the request of the Subscribing County.Arapahoe County will look at effort,cost,and value to all subscribers when evaluating additional data source requests Arapahoe County may require the sub- scriber pay an additional fee for adding additional data sources. 4 2 If the Subscribing County has liability concerns regarding having its data added to HSCon- nects from State or third party data sources the Subscribing County may request that its data be excluded from data imports. Requests will be honored unless there is a compelling case made that excluding the data from the Subscribing County impacts the ability of the other subscribing counties to complete their required duties, and that the Subscribing County would normally have access to this data through common State or third party data sources 5. Support. Arapahoe County agrees to provide Tier 3 support to the Subscribing County. In ad- dition to Tier 3 Support,Arapahoe County will provide help troubleshooting issues not related to HSConnects SaaS environment for the Subscribing County when feasible Arapahoe County reserves the nght to have a third party provide support where appropriate 5 1 Support Levels. All support requests will be handled as described in the below matrix Arapahoe County understands the impact to Users of system Issues, as it will also be a User.Therefore,Arapahoe County will make its best effort to meet the stated expectations below. As this is a shared environment, all resolutions to incidents need to consider the impact of the resolution on all Users 5.2. Normal Support Hours.Arapahoe County support hours are 7:00 am to 5.00 pm Monday through Friday (MT), with the exclusion of County holidays. These hours are subject to change. 521 County holidays. Arapahoe County holidays are: New Year's Day, Martin Luther King Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Colum- bus Day, Veterans' Day,Thanksgiving Day,Day after Thanksgiving, the second half of Christmas Eve Day and Christmas Day. These holidays are subject to change. Critical Severity Available' 24 hours/day, 7 days/week Description All or a substantial portion of the system is not functioning All or most of the Users are experiencing these issues. There is not a workaround, expect to use a complete manual process. Initial Response Arapahoe County has a staffed service desk during Normal Support Hours After hours, there is an on call staff member available to field all issues.Arapahoe County will make its best effort to respond within 10 minutes during Normal Support Hours and 30 minutes after hours Resolutions Re- Arapahoe County will work continuously to fix the issues that sponse arc causing the critical incident If the incident impact changes to a different level,Arapahoe County will change the severity classification and will work toward that classification's resolu- tion response.Periodic updates will be provided to the Sub- scribing County on a mutually agreeable schedule, to be deter- mined at the time the Incident is reported. Chargeable Service Support costs are part of the overall cost, and, in almost all cases cost for support is included in the subscnption. Because service support is an expense shared by all subscribing counties, Arapahoe County will consider if support work was caused by the actions of one subscribing county, and if the re- sponsible subscribing county should be solely responsible for the costs . Support costs will be charged at the loaded em- ployee pay rate for each individual being charged back. High Severity Normal Support Hours Description Major functionality is severely impaired for all Users or a sub- set of users Business functions can continue in a diminished fashion. There are workarounds to complete the impacted busi- ness functions,or those impacted business functions are not part of the core business process, and as such, do not highly im- pact the subscribing counties' ability to complete their work. Initial Response Arapahoe County has a staffed service desk during normal County business hours. After hours,there is an on call staff member available to field all issues. Arapahoe County will make its best effort to respond within 2 hours during Normal Support Hours and 4 hours after hours Resolutions Re- Arapahoe County will work continuously to fix the issues that sponse are causing the high severity incident. If the incident impact changes to a different level,Arapahoe County will change the severity classification and will work toward that classification's resolution response. Periodic updates will be provided to the Subscribing County on a mutually agreeable schedule, to be de- termined at the time the Incident is reported. Chargeable Service Support costs are part of the overall cost,and as such, in almost all cases cost for support is included in the subscription. Because service support is an expense shared by all subscribing counties, Arapahoe County will consider if support work was caused by the actions of one subscribing county, and if the re- sponsible subscribing county should be solely responsible for the costs. Charging back a single subscribing county would only happen under unique and cost intensive situations Support costs will be charged at the loaded employee pay rate for each individual being charged back. Medium Severity Ir Normal Support Hours Description ! Partial or non-critical loss of functionality. Business impact is considered marginal or an annoyance. Initial Response Arapahoe County has a staffed service desk dining normal County business hours. Arapahoe County will make its best ef- fort to respond within 6 business hours during Normal Support Hours. There is no afterhours support for medium severity inci- dents. Resolutions Re- Arapahoe County will work during business hours to fix the is- sponse sues that are causing the medium severity incident.Arapahoe County will make its best effort to identify the root cause of medium severity incidents within four business days. Arapahoe County will determine the most expedient timing for releasing the fix to production If the incident impact changes to a different level, Arapahoe County will change the severity classification and will work to- ward that classification's resolution response. Chargeable Service I Support costs are part of the overall cost,and as such,in almost all cases cost for support is included in the subscription. Because service support is an expense shared by all subscribing counties,Arapahoe County will consider if support work was caused by the actions of one subscribing county,and if the re- sponsible subscribing county should be solely responsible for the costs. Charging back a single subscribing county would only happen under unique and cost intensive situations. Support costs will he charged at the loaded employee pay rate for each individual being charged back. Low Severity Normal Support Hours Descnption Negligible impact to functionality. Business impact is consid- ered inconsequential. Initial Response Arapahoe County has a staffed service desk during Normal Support Hours. Arapahoe County will make its best effort to re- spond within 8 business hours. There is no afterhours support for low severity incidents. Resolutions Re- Arapahoe County will work during business hours to fix the is- sponse sues that are causing the low seventy incident. Arapahoe County will make its best effort to identify the root cause of low severity incidents within seven or more business days. Arapahoe County will determine the most expedient timing for releasing the fix to production. If the incident impact changes to a different level, Arapahoe County will change the severity classifications and will work toward that classification's resolution response. Chargeable Service Support costs are part of the overall cost, and as such, in almost all cases cost for support is included in the subscription Because service support is an expense shared by all subscribing counties,Arapahoe County will consider if support work was caused by the actions of one subscribing county, and if the re- sponsible subscnbing county should be solely responsible for the costs. Charging back a single subscribing county would only happen under unique and cost intensive situations. Support costs will be charged at the loaded employee pay rate for each individual being charged back. 6 Pricing. 6.1. Pricing will be defined on a User subscription basis 6.2. Arapahoe County will audit the system on a regular basis to determine the number of Users who have been granted access to the system.Audits will occur no less than once a month. The monthly total number of Users for months with multiple audits will be calculated by averaging the audit findings. Utilization of the system will be reported in the quarterly invoicing by Arapahoe County. 6 3 The Subscribing County will be charged$52 50 per User per quarter. 6.4. Billing for the GovPnme platform and any Provisioned applications will be done quar- terly. Payment terms are Net 30 days. 6.5. Pursuant to C.R.S § 29-1-110, as amended, the financial obligations of the Subscribing County as set forth herein after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise available. This Agreement is auto- matically terminated on January 1st of the first fiscal year for which funds are not appro- priated The Subscribing County shall give Arapahoe County written notice of such non- appropriation and termination in accordance with the provisions of Section 6 of the GovPrime Intergovernmental Agreement. 7. Term of the Agreement.This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through 8. Extension or Modification This Agreement shall be automatically renewed for successive periods of 12 months (each a"Renewal Term"),unless either party notifies the other party that it does not desire to renew this Agreement in writing,at least sixty(60)days before the end of the initial term or any Renewal Period Any amendments or modifications shall be in writing signed by both parties. 9 Termination. Subscribing County and Arapahoe County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with sixty (60) calendar days' prior written notice to the other party. Subscribing County shall pay Arapahoe for Services satisfactorily performed to the date of termination. 10 Data 10.1. Ownership All data and documents entered by the Subscribing County,functioning as an agent of the State, into the HSConnects system shall be considered to be owned by the State of Colorado, except for any documents or data that the federal government de- clares ownership of as part of providing services on behalf of the state or the federal gov- ernment. Resolution of any dispute regarding data ownerships between the Subscribing County and the State or the federal government shall be the responsibility of the Subscrib- ing County. 10.2. Data Sharing. Because there is tremendous value to all parties in sharing data re- lated to the executing the administration of Human Services for the State, there is an ex- pectation that all subscribing counties participate in data sharing. Arapahoe County will work with subscribing counties to define what items should be shared between the sub- scribing counties, and what items should be shared with the State. The other subscribing counties, Subscnbing County and Arapahoe County will be tasked to create a framework for sharing that supports each county's execution of local Human Services activities, but protects the Subscribing County's and its employees'pnvacy and security. The other sub- scribing counties, Subscribing County and Arapahoe County may also define data to share with the State,when sharing predefined data with the State helps the subscribing counties meet State requirements or the Subscribing County's business process. 10 3. Data Retention. Various state and federal programs require the retention of data that may be uploaded into HSConnects for various durations. HSConnects will have a mechanism to purge data and files based on state, federal and or community established retention guidelines. If the Subscribing County needs access to files beyond the scheduled purged date, it is the Subscribing County's responsibility to secure a copy of all needed files. This may be accomplished by downloading a copy to the Subscnbing County's system. In the future, there will be a process to mark files "do not purge unit", but until that functionality is in place it will be up to the Subscribing County to maintain copies of files that it needs post purge date. 10 4. Backup and Recovers, HSConnects will be built with functionality to allow Users to recover deleted files on a single file basis. Arapahoe County also has plans to build the functionality for versioning. Arapahoe County will provide basic training on the capabil- ities of file recovery and versioning,but it is the responsibility of the Subscribing County to understand the limitation of these tools. Arapahoe County will leverage from the Des- ignated Partner redundant storage to help prevent data loss from hardware or environment failures. Arapahoe County will also keep a backup copy of files and data for disaster recovery purposes with a recovery point of no longer than 24 hours old Disaster recovery copies will be used in the case of major system data loss. 11. Infrastructure Requirements. As requirements change from time to time, Arapahoe County will make available, upon request, a reference sheet of hardware requirements for using HSConnects 12. Release Management. Arapahoe County uses an Agile Methodology of development at this time. As prescribed in Agile Methodology, Arapahoe County will perform frequent releases Arapahoe County will perform any release that impacts the services during a maintenance win- dow to be defined and communicated to the Subscribing County at least 72 hours in advance, unless emergency maintenance is required. Arapahoe County reserves the right to perform off cycle releases after hours or during business hours if system functionality needs to be restored In the situation where maintenance is required outside of a maintenance window, Arapahoe County will give the Subscribing County as much notice as reasonably possible. 13 General Provisions 13 I The Parties agree that in the event that the Subscribing County transitions to a soft- ware solution other than the HSConnects, the Subscribing County may release the neces- sary and detailed information solely for the purpose of facilitating the conversion of its data to the new systems and that Arapahoe County will reasonably cooperate with the Subscribing in said transition. 13.2. The provisions of Paragraphs 12 and 14-31 of the GovPrime Agreement are incor- porated herein by this reference as if fully set forth. IN WITNESS WHEREOF, each party, by signature below of its authorized representative, hereby acknowledges that it has read this Agreement,understands it and agrees to be bound by its terms and conditions. COUNTY OF ARAPAHOE, STATE OF COLO- RADO, By and Through Its BOARD OF COUNTY COM- MISSION-ERS By: Attest: By: Clerk to the Board COUNTY OF PITKIN, STATE OF COLORADO, By and Through Its BOARD 0 COUNTY COM- MIS ON-ERS �`f � ' t By: George Ne man,Chat Appsnea as 4. FOP* : Attest- pq 014-it. 13 to, , <r /It.G ✓ P Jeanett: Jones, Clerk to " c Board Implementation SOW 1 Definitions 1 1 Go Live Issue 1.2. Post Go Live Issue 2. Subcontractors 3. Phase 4 Milestones 5. System Acceptance 5.1. Details 5.2. QA and Testing 5.3. Subsystems acceptance 5.3.1. CBMS 5.3.2. ACSES 5.3 3. TRAILS 5.4. Go Live 5.4.1. CBMS 542. ACSES 5 4.3 TRAILS 6. Arapahoe County Deliverables 6.1. Configuration of GovPrime to accept Subscribing Counties Azure active directory con- nection 6.2. Access to HSConnects 6 3. Core Set of CBMS business objects defined 6 4 Access to all current screens to perform human services tasks and subsenber level ad- ministration 6.4.1. Screen customization and new screen creation is considered out of scope 6.5. Core Set of ACSES business objects defined 6.6. To be delivered after the initial implementation 6.7. Core Set of TRAILS business objects defined 6.8. To be delivered after the initial implementation 6 9. Project Manager 6.10. Human Services Business Process Expertise in an Automated Environment 6.11. Training 6 12. Train the configuration specialists 6.13. Train the End User Trainer • 7 Subscribers Responsibilities 7.1. Configuration of subscribing counties end of the security integration to their Azure ac- tive directory system for the purpose of authenticating subscribing county's users 7.2. Expert(s) in Subscribing County's Business Processes 7.3. Business Analysist 7.4. Project Manager 7.5. Change Management 7.6 Training 7.7. Workflow configuration 7.8. Documentation 8. Change of Scope Procedures