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Home My WebLink About20232579.tiffConkva t D3khq lZ BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Professional Services Agreement for Coroner Software Solution DEPARTMENT: Information Technology / Coroner DATE: 2/27/2024 PERSON REQUESTING: Ryan Rose S2,f4"- Brief description of the problem/Issue: IT project COR-1500 Procure and Implement Coroner Software Solution was to search fora software to provide case management and death investigation workflow. Weld went out for bid (82300077) and was it was awarded to VertiQ Software LLC. What options exist for the Board? IT / Coroner is requesting the Board authorize the Chair to sign the attached Professional Services Agreement to begin the implementation of VertiQ. Consequences: if the Board does not sign, we cannot go forward with this vendor. Impacts: VertiQ software will streamline the Coroner's process by bringing case files, documentation, photos, etc into one system. Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years: Year one cost for implementation and licenses is $62,180. Year 2-5 will be at a fixed rate of $16,200. Recommendation: Weld IT and Coroner Departments recommend the Board authorize the Chair to sign the attached Professional Services Agreement. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro-Tem Mike Freeman Scott K. James Kevin D. Ross, Chair Lori Saine e:()-446 (X'r) CUYlS€,h�.ohc0.0 .3pi Zo2.3-ZS-1q 3/t 1/2.4 1T001Z PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND VertiQ Software LLC THIS AGREEMENT is made and entered into this 1 kday of Ma.VCil , 2024, by and between the Board of Weld County Commissioners, on behalf of the Coroner and IT, hereinafter referred to as "County," and VertiQ Software LLC, hereinafter referred to as "Contractor". WHEREAS, County desires to retain Contractor to perform services as required by County and set forth in the attached Exhibits; and WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to perform the required services according to the terms of this Agreement; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall based upon order of attachment. Exhibit A consists of County's Request for Bid (RFB) or Request for Proposal (RFP) as set forth in Bid Package No. B2300077. Exhibit B consists of Contractor's Response to County's Request and amended quote. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement and shall continue through and until Contractor's completion of the responsibilities described in the attached Exhibits. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. ,2,g 79 4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Contractor. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient. If this Agreement is terminated by County, Contractor shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) Contractor will be paid for services rendered up to termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by Change Order. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated Change Order, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Change Order shall be deemed covered in the compensation and time provisions of this Agreement, finless approved and documented otherwise by the County Representative. 6. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $96,760.00 as set forth in the Exhibits. No payment in excess of that set forth in the Exhibits will be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this 2 Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 10. Confidentiality. Confidential information of the Contractor should be transmitted separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement. 11. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by 3 qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. 12. Acceptance of Services Not a Waiver. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. Types of Insurance. Workers' Compensation / Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. Such policy shall include minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal injury $5,000; Medical payment per person. Automobile Liability Insurance: Contractor shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liability). The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contractor shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous 4 coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. Minimum Limits: $1,000,000 Per Loss; $2,000,000 Aggregate. b. Proof of Insurance. Upon County's request, Contractor shall provide to County a certificate of insurance, a policy, or other proof of insurance as determined in County's sole discretion. County may require Contractor to provide a certificate of insurance naming Weld County, Colorado, its elected officials, and its employees as an additional named insured. c. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. d. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. e. Certification of Compliance with Insurance Requirements. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 14. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against any and all injury, loss, damage, liability, suits, actions, claims, or willful acts or omissions of any type or character arising out of the Work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, judicial decision, or other law or court decree. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive 5 all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. 15. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 16. Examination of Records. To the extent required by law, the Contractor agrees that an duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 17. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 18. Notices. County may designate, prior to commencement of Work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: (a) personal service by a reputable courier service requiring signature for receipt; or (b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or (c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO VertiQ Software LLC: Name: Anthony Kessel Position: CEO Address: P. O. Box 787 Address: Morgan Hill, CA 95037 E-mail: Sales@vertiq.com Phone: 408-778-0608 6 TO WELD COUNTY: Name: Skyler Whitmore Position: PMO Director Address: 1401 N 17th Avenue Address: Greeley, CO 80631 E-mail: 1401 N 17th Avenue Phone: 970-400-2557 19. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 20. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contractors or persons to perform services of the same or similar nature. 21. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 22. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 23. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24- 50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 24. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 25. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 26. Governmental Immunity. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as 7 applicable now or hereafter amended. 27. No third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give orallow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 28. Bond of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 29. Choke of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shat be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 30. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf 31. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attrched Exhibits, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communicat_ons between the parties relating to the subject matter of this Agreement. 8 CONTRACTOR: VertiQ Software LLC. By: Name: Title: y essel CEO 02/27/2024 Date of Signature WELD COUNTY: g� ATTEST: •--.,44 Jerk to the Board BY: 9 BOARD OF COUNTY COMMISSIONERS WELD COUNTY. COLORADO . MAR 1 12024 Exhibit A Weld County Request for Proposal: #B2300077 Coroner Case Management Software Solution Weld County Department of Information Technology ATTN: Cierra Howard RFP # B2300077 / Coroner Case Management Solution PO Box 758 / 1401 North 17th Avenue Greeley, CO 80632 Key Vendor Deadlines Notice of Intention 4/18/2023 10:00 AM MST/MDT Technical Questions / Inquiries 4/25/2023 10:00 AM MST/MDT RFP Responses 5/16/2023 10:00 AM MST/MDT Template -IT RFP 2023 1.0 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution Table of Contents 1 STATEMENT OF WORK 3 1.1 PURPOSE 3 1.2 COVERAGE & PARTICIPATION 3 2 GENERAL INFORMATION 3 2.1 ORIGINAL RFP DOCUMENT 3 2.2 THE ORGANIZATION - COUNTY OF WELD 3 3 RFP SCHEDULE 4 4 PROPOSAL PREPARATION INSTRUCTIONS 4 4.1 VENDOR'S UNDERSTANDING OF THE RFP 4 4.2 COMMUNICATION 4 4.3 PROPOSAL SUBMISSION 5 4.4 PROPOSAL RESPONSES 6 4.5 PROPOSAL FORMAT 6 4.6 WITHDRAWALS OF PROPOSALS 8 4.8 CRITERIA FOR SELECTION 8 4.9 SELECTION AND NOTIFICATION 10 5 PROJECT OVERVIEW 11 5.1 HIGH-LEVEL OVERVIEW 11 5.2 TECHNICAL SPECIFICATIONS 12 5.3 NARRATIVE VENDOR QUESTIONS 13 6 VENDOR PRICING 13 7 WELD COUNTY INFORMATION TECHNOLOGY SOFTWARE AND SERVICES CONTRACT RIDER..14 8 ADDI'ONAL TERMS & CONDITIONS 18 8.1 NON -DISCLOSURE AGREEMENT 18 8.2 COSTS 18 8.3 INTELLECTUAL PROPERTY 18 8.4 VENDOR'S RESPONSES 18 8.5 GOVERNING LAW 19 8.6 DISADVANTAGED BUSINESS ENTERPRISES 20 8.7 PROCUREMENT AND PERFORMANCE 20 8.8 TERMINATION 20 8.9 WARRANTY 20 8.10 TAXES 20 8.11 NO LIABILITY 20 8.12 ENTIRE RFP 21 9 INSURANCE REQUIREMENTS 21 APPENDIX A: NOTICE OF INTENTION 24 APPENDIX B: VENDOR CERTIFICATION 25 APPENDIX C: CJIS SECURITY ADDENDUM 26 10/16/2023 10:37 AM Page -2 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution 1 Statement of Work 1.1 Purpose The Board of County Commissioners of Weld County, Colorado, by and through its Chief Information Officer (collectively referred to herein as "Weld County"), wishes to purchase Coroner Case Management Software Solution. The purpose of this Request for Proposal (RFP) is to invite prospective vendors to submit a proposal to supply a Coroner Case Management Software Solution to Weld County. This RFP provides vendors with the relevant operational, performance, application, and architectural requirements of the system. 1.2 Coverage & Participation The intended coverage of this RFP, and any agreement resulting from this solicitation, shall be for the use of all applicable departments at Weld County along with any satellite offices. Weld County reserves the right not to enter into any contract, to add and/or delete elements, or to change any element of the coverage and participation at any time without prior notification and without any liability or obligation of any kind or amount. 2 General Information 2.1 Original RFP Document Weld County shall retain the RFP, and all related terms and conditions, Appendices and other attachments, in original form in an archival copy. Any modification of these, in the vendor's submission, is grounds for immediate disqualification. 2.2 The Organization - County of Weld Weld County, Colorado covers a total area of 4,000 square miles in northern Colorado and is home to charming small towns and thriving cities. It is bordered on the north by Wyoming and Nebraska and on the south by the Denver Metropolitan area. Weld County is the third largest county in Colorado and is Colorado's leading producer of cattle, grain and sugar beets. Weld County is also an important area of oil and natural gas production in Colorado. Weld County was incorporated in 1861 and is governed by a Home -Rule Charter, which went into effect on January 1, 1976. As of 2020, there are an estimated 332,000 residents in Weld County with an approximate annual growth rate of 2.79%. Weld County Government employs approximately 1700 people within 26 departments. The County Seat and main campus is in Greeley with satellite campuses in Fort Lupton and Longmont (Del Camino area). Additional information about Weld County can be found at "www.weld.gov". 10/16/2023 10:37 AM Page -3 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution 3 RFP Schedule The following is the anticipated schedule for this RFP which may change in accordance with the organization's needs or unforeseen circumstances. Changes will be communicated by e- mail to those vendors participating in this RFP. Note: Weld County must receive Vendor's "Notice of Intention" by the deadline listed below. Vendors not submitting a "Notice of Intention" by the deadline may be excluded from this RFP process. Critical RFP dates for Vendors: Issuance of RFP 4/11/2023 "notice of Intention" Deadline 4/18/2023 10:00 AM MST/MDT Technical Questions/Inquiries Deadline 4/25/2023 10:00 AM MST/MDT RFP Addendum (all RFP questions answered) 5/2/2023 Submission Deadline for RFP Responses 5/16/2023 10:00 AM MST/MDT Interviews / Demos 5/23/2023 — 6/16/2023 Anticipated Post -Award dates: Final Award Notification Contract Negotiations Complete Implementation Start Date Implementation Completion Date 4 Proposal Preparation Instructions 7/4/2023 8/31/2023 9/4/2023 TBD 4.1 Vendor's Understanding of the RFP In responding to this RFP, the vendor accepts full responsibility to understand the RFP in its entirely, and in detail, including making any inquiries to Weld County as necessary to gain such understanding. Furthermore, the vendor is responsible for understanding Weld County's infrastructure and systems in which their software may be used. Weld County reserves the right to disqualify any vendor who demonstrates less than such understanding. Further, Weld County reserves the right to determine, at its sole discretion, whether the vendor has demonstrated such understanding. That right extends to cancellation of award, if award has been made. Such disqualification and/or cancellation shall be at no fault, cost, or liability whatsoever to Weld County. 4.2 Communication Verbal communication shall not be effective unless formally confirmed in writing by the specified Weld County IT employee in charge of managing this RFP process. In no case shall verbal communication govern over written communication. 4.2.1 Vendors' Inquiries. Applicable terms and conditions herein shall govern communications and inquiries between Weld County and vendors as they relate to this RFP. Inquiries, questions, and requests for clarification related to this RFP are to be directed in writing to (email is preferred): 4.2.2 IT Contact Name: Cierra Howard E-mail: Telephone: choward@weld.gov (970) 400-2589 Weld County Department of Information Technology 10/16/2023 13:37 AM Page -4 COR-1500 Weld County Request for Proposal - RFP # 62300077 Coroner Case Management Software Solution ATTN: Cierra Howard PO Box 758 / 1401 North 17th Avenue Greeley, CO 80632 Informal Communications shall include, but are not limited to: requests from/to vendors or vendors' representatives in any kind of capacity, to/from any Weld County employee or representative of any kind or capacity with the exception of Cierra Howard for information, comments, speculation, etc. Inquiries for clarifications and information that will not require an addendum may be submitted verbally to the named above at any time. 4.2.3 Formal Communications shall include, but are not limited to: In lieu of a mandatory, pre -proposal meeting, questions concerning this RFP must be submitted in writing and be received prior to the Technical Questions/Inquiries Deadline listed in Section 3. Email is the preferred method of communication. Inquiries for clarifications/information that will not require addendum may be submitted verbally to the contact named above at any time during this process. Errors and omissions in this RFP and enhancements. Vendors shall recommend to Weld County any discrepancies, errors, or omissions that may exist within this RFP. With respect to this RFP, vendors may recommend to Weld County any enhancements, which might be in Weld County's best interest. These must be submitted in writing and be received prior to the Technical Questions/Inquiries Deadline listed in Section 3 Verbal and/or written presentations and pre -award negotiations under this RFP. Addenda to this RFP. 4.2.4 Addenda: Weld County will make a good -faith effort to provide a written response to each vendor question submitted as a Technical Question. All questions and answers will be shared with all recipients in an addendum. All addenda will be posted to the BidNet Direct site (formally Rocky Mountain E - Purchasing System): http://www.bidnetdirect.com. Weld County is not obligated to respond to any questions or requests for clarification if received by Weld County after the Technical Questions/Inquiries Deadline listed in Section 3. Please note the vendor is ultimately responsible for verifying they have received any / all addenda prior to submitting their proposal. 4.3 Proposal Submission Vendors are to submit one (1) electronic copy of the RFP response via email to: Cierra Howard choward@weld.gov Subject Line: B2300077 / Coroner Case Management Solution Emailed proposals must include the following statement on the email: "I hereby waive my right to a sealed bid". An email confirmation will be sent when we receive your proposal. 10/16/2023 10:37 AM Page -5 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution All sections shall be combined into a single electronic document. Additionally, native Excel documents for the Vendor Response Form and the Pricing Table should also be included in your electronic submission as separate files. For proper comparison and evaluation, the County requests that proposals be formatted as directed below. Submittals received that fail to follow this format may be ruled non -responsive. RFP proposals must be delivered via email to the email address listed above on or before 5/16/2023 10:00 AM MST/MDT. Proposals received after this time will be disqualified. 4.4 Proposal Responses The Board of County Commissioners and the Evaluation Committee reserve the right to reject any or all proposals. Any objections to the specifications/requirements as set forth should be filed in writing prior to the proposal deadline. This request is NOT a Bid; therefore, any alternate solutions that meets or EXCEED the outlirmd minimum requirements should be submitted for consideration. Weld County is interested in any and all details of other innovative and original ideas above and beyond those discussed in this Request for Proposal. Proposal responses will be retained as property of Weld County. All ora portion of the contents of the proposal of the successful vendor will become part of any subsequent contractual obligation. Proposals should contain a manual signature of an authorized representative of the responding vendor(s). Vendbrs responding to this RFP must be available for demos and/or interviews. The Evaluation Committee will evaluate each vendor's written response to the RFP and determine a short-list of vendors to move forward to the demo/interview stage. The top ranked vendors will be notified of their demo/interview time with the Evaluation Committee. The project manager and key individuals working on the project should be the present. Interested Vendors shall submit responses that clearly demonstrate their ability to provide the solution as outlined in the Request for Proposals (RFP). Vendor submittals shall be organized in the order listed below to facilitate fair and equal evaluation of the responses. If responses do not follow the format below, your response may be ruled non -responsive. 4.5 Proposal Format Every vendor should submit their RFP Response in the format outlined below. For the electronic response, separate each section with a section header page. Any hardcopy responses shall separate each section behind a tab divider. 1. Cover Letter 2 Table of Contents a. Pricing Table Submit pricing via the Proposed Pricing tables from Section 6 of this RFP. 10/16/202310:37 AM Page -6 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution Note: Weld County is tax exempt and no taxes should be included with your proposal. 4. Vendor Qualifications a. (For Resellers only) Provide Letter of Authorization for proposed product b. Provide a brief synopsis of your company (size, structure, capabilities and financial condition). At a minimum, briefly describe the company history, ownership and primary industries served. Provide details of any material changes (e.g. ownership, structure, acquisitions, etc.) in the last calendar year. c. Highlight vendor's experience and expertise with deploying Coroner Case Management Software Solution. d. Provide information on vendor's current clients, including the total number of current clients they have provided Coroner Case Management Software Solution or substantially similar solutions. e. List four (4) current references. References should be: • State or local government agencies • Projects similar in size, application, and scope • Projects completed within the past 24 months • Include a brief summary and timeframe for implementation • Include a contact name, position, email address, and current phone number for each reference. 5. Response to Narrative Questions from Section 5.3 in this RFP 6. Project Plan Provide a proposed project plan detailing all of the tasks and associated timelines and milestones. A complete outline must be provided by the vendor that demonstrates the following considerations: - Understanding of the project requirements and deliverables - Hardware Server requirements - Technical approach to the project - Organization and managerial competence - Work plan and project controls - Payment milestones 7. County Responsibilities Identify all services and excluded costs to be borne by Weld County. 8. Additional Information a. Provide vendor's standard contract template. b. ADA Compliance with Sections 508 and 255 — Provide a statement of acknowledgment or completion of a Voluntary Product Accessibility Template (Vpat) indicating compliance with Section 508 (of the United States Workforce Rehabilitation Act of 1973) and Section 255 (of the Americans with Disabilities Act) standards. c. Provide a signed Vendor Certification document (from Appendix B of this RFP.) d. Provide a CJIS Security Addendum Certification, if applicable (from Appendix C of this RFP) 10/16/2023 10:37 AM Page -7 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution e. List details of any litigation the vendor or any of its subsidiaries or affiliates has had in the past three (3) years as well as any that are currently in litigation. f. Provide any additional information that will aid in evaluation of the Contractor's qualifications with respect to this project. Include any relevant vendor -supplied specifications and data sheets. 9. Response to Technical Specifications from Section 5.2 in this RFP Include the responses to all technical specifications that are outlined in Section 5.2 (spreadsheet) in the Vendor Response Form. Note that there are multiple tabs in the Vendor Response Form spreadsheet. Note: Proposals shall not exceed 100 pages in length. Vendors are advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA) C.R.S. §24-72-201, et seq. 4.6 Withdrawals of Proposals Proposals may be withdrawn upon written request to Cierra Howard and approval of the Weld Courrty Chief Information Officer; said request being received from the withdrawing vendor prior to the time fixed for award. Negligence on the part of a vendor in preparing the proposal confers no right for the withdrawal of the proposal after it has been awarded. 4.7 Expectations of Vendor Proposals Vencbrs are expected to examine the conditions, specifications, and all instructions contained herein. Failure to do so will be at the vendor's risk. Vendors shall not condition their proposals on any change to any provision included in this RFP. Any proposal which fails to comply with the letter of the instructions and specifications herein may be rejected. Late or unsigned proposals may not be accepted or considered. It is the responsibility of the vendor to ensure that their proposal arrives in the Weld County Department of Information Technology on or prior to the Submission Deadline for RFP Responses in Section 3. When approximate quantities are stated, Weld County reserves the right to increase or decrease quantity as best fits its needs. 4.8 Criteria for Selection The evaluation of each response to this RFP will be based on its demonstrated competence, compliance, format, and organization. The purpose of this RFP is to identify those vendors that have the interest, capability, and financial strength to supply Weld County with Coroner Case Management Software Solution as identified in this RFP. An Evaluation Committee will evaluate all qualifying proposals. All requirements in this RFP should be satisfied to ensure that the proposal will qualify for consideration. It is the intent of the County to award a contract for the requested Coroner Case Management Software Solution based on an evaluation of all qualified proposals. 10/16/202310:37 AM Page -8 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution Qualified proposals will be evaluated on the following weighted criteria: Evaluation Criteria Evaluation Standards Score % Vendor Qualifications & Technical Support Vendor demonstrates appropriate resources (organizational structure, staffing, assets, etc.) to handle project's scope and confirms vendor viability. Vendor has experience with delivering projects similar in size and scope as Weld County. Technical support meets Weld's requirements for location, support hours, and quality of functional support (answering technical and functional questions, training resources, etc.). Frequency and quality of product updates and defect fixes meets Weld County expectations. • Customer references (if used) confirm vendor qualifications for proposed product and/or services. Technical Architecture & Security Proposed product has underlying technical architecture which will work within the constraints of Weld County's technical environment. Proposed product meets Weld County's security requirements. • Proposed vendor product roadmap maintains the product's security posture over the lifecycle of the product and will regularly work with Weld County to evaluate and address security concerns. • Proposed vendor product roadmap shows continued investment in product development over the lifecycle of the product. System Capabilities & Alignment with Business Needs Vendor's proposal displays capacity and capability to meet the expectations outlined in the project scope and objectives. Proposed product meets technical and functional requirements as stated in RFP. Proposed product aligns with the business needs of Weld County. • Vendor's project plan meets the necessary deliverables and deadlines outlined in RFP. Demo / Interview Product demo verifies existence of required functionality. • Product performance and ease of use meets Weld County's requirements. • During interview/demo, Vendor displays an understanding of the project requirements, objectives, and deadlines. 10/16/2023 10:37 AM Page -9 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution Proposed Pricing & Licensing Model • Costs and licensing model are disclosed within the response and are both reasonable and consistent with the project goals. Maintenance Costs (or subscription costs) are disclosed within the response and are both reasonable and consistent with the project goals. • Professional services cost (if required) and work hour estimates contain sufficient detail to ensure project goals are met. % for individual categories will be adjusted so that the total adds up to 100%. 100% Note: All respondents must initially represent themselves solely by their written submittal. The responses to this Request for Proposals will be reviewed by an Evaluation Committee. Based upon the Evaluation Committee's findings, interviews and/or demos may be conducted with a short-list of vendors who have submitted qualifying proposals. 4.9 Selection and Notification Weld County reserves the right to accept or reject any and all proposals, to waive any informalities or minor irregularities in proposals, and to accept the proposal deemed, in the opinion of Weld County, to be in the best interest of Weld County. Weld County is not required to select the proposal with the lowest pricing, but will take into consideration which vendor demonstrates the best ability to satisfy the requirements outlined in the RFP, the ability to service the contract, past experience, financial stability, and other relevant criteria. When deemed to be in the best interest of the County, the Weld County Controller, Purchasing Director, or Chief Information Officer may request a Best and Final Offer (BAFO) as a part of any Formal Purchase. Any request for a BAFO should be made following all pertinent discussions, questions, and all addendums made to clarify full understanding of, and responsiveness to, the solicitation requirements. If a request for BAFO pricing is made, the request may be sent to the short-list of vendors who have submitted the most qualified proposals. All vendors from which a BAFO has been requested shall be accorded fair and equal treatment with respect to any opportunity for discussion and revision of proposals. All pricing and information shall remain confidential until the successful proposal is accepted by the Board of County Commissioners. Best and Final offers shall be requested in writing via email. The request shall include: • Notice that this is an opportunity to submit a best and final offer. • A due date for submission of the Best and Final Offer. After receipt and analysis of final pricing, proposals shall be evaluated by the Evaluation Committee. The Evaluation Committee with determine the top -ranked vendor proposals. Upon this determination, Weld County may contact the top -ranked vendors to obtain proof of financial stability prior to recommendation of any vendor proposal to the Chief Information 10/16/202310:37 AM Page -10 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution Officer (CIO). If the top -ranked vendor cannot prove financial stability, the vendor may be disqualified, and Weld County will then reach out to additional top ranked vendors with the next best proposal for financial information. After the Evaluation Committee has received vendor financial information (if requested) and determined that the vendor is financially stable, they will present their recommendation to the Chief Information Officer (CIO). The CIO will then present the recommendation to the Weld County Board of Commissioners. The Commissioners will make the final decision. Written notification will be sent to the winning vendor via email. Please note: Weld County is a public entity and must comply with the provisions of C.R.S. 24- 72-201, et seq. Confidential commercial or financial data may or may not be subject to inspection subject to C.R.S. 24-72-204. 5 Project Overview 5.1 High-level Overview The Weld County Coroner's Office is responsible for investigating sudden and/or unattended deaths to determine the cause and manner of death. As part of its responsibilities, the Coroner's Office is required to maintain records of death scene investigations, autopsy reports, photographs, x-rays, test results, death statistics and any evidence that has been collected. The Coroner's Office must also track the receipt and release of bodies, as well as the chain of custody for related evidence. The records and information generated by the Coroner's Office are used in investigations of crimes and accidents. Reports are requested by law enforcement agencies, families, attorneys, health care professionals, insurance companies and the public. Weld County is seeking a vendor for the license, implementation services, maintenance and support of a software solution that will meet the County's current and future requirements. This solution should emphasize and help to increase the effectiveness and efficiency of decedent death processing from case creation to disposition, including associated business processes and peripheral Coroner activities. Currently the Coroner office does not have an automated case management system. Staff are currently utilizing Excel documents, as well as historical information from Spillman, ApplicationXtender, and CentralSquare. The Weld County Coroner currently employs 12-15 people and utilizes 15 devices that would need access to the solution. In addition to the requested solution, an additional preferred option would include a morgue inventory option, allowing staff to track incoming decedents, as well as information about the funeral home they have been released to. If a morgue inventory solution is an option, please provide separate details and costs, etc. Weld County's overall IT environment is set-up as follows: The following is a high-level description of our current technology environment: Current Environment - Weld County: • Primarily Virtual Servers • Cisco network infrastructure and Fiber backbone connecting County buildings; fiber with some point-to-point wireless links connecting our County campuses (Greeley, Fort Lupton, Longmont) • Multiple image capturing systems • On -premise block and file storage availability in SAN and NAS capacity 10/16/2023 10:37 AM Page -11 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution Server Hardware Cisco UCS Server Operating Systems VM Servers, Microsoft Server 2016, 2019, and 2022 Storage Infrastructure EMC PowerMax, Metro SRDF, Islion PCs/Laptops Dell, HP, Panasonic PC/Laptop/Tablet Operating System Win10, Win11, Apple IOS, Android Network Protocol TCP/IP Web Browser MS Edge, Chrome, Firefox, Safari Email/Calendar Microsoft Office 365 Database Latest supported versions/service packs of: • Microsoft SQL Server 2017, 2019 Anti -Virus Crowdstrike Printers File Shares Canon MFDs, HP, Dell Windows Print Service VPN Access Fortinet Forticlient Account Management Microsoft Active Directory, Azure AD Data Protection EMC Avamar, Data Domain, IDPA Mobile Devices Dell, HP, Panasonic, iPads, iPhones, Androids "updated 10/20/2021 5.2 Technical Specifications Technical specifications for requested Coroner Case Management Software Solution are contained within the Vendor Response Form (attached below). Vendors should fill out the Vendor Response Form in its entirety. The Vendor Response Form contains 6 worksheets: • General • Technical • Security • Reporting • Integration • Workflow Vendor Response Form.xlsx Requirements that are categorized as Required ("R") will be used as a filter for determining which solutions will meet our needs. 10/16/202310:37 AM Page -12 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution 5.3 Narrative Vendor Questions The following questions should be answered in the Vendor RFP Proposal: 1) Indicate vendor's product release cycle, including details of releases over the past year and also detail on forward looking releases and major improvements / features within each release (for the next year). 2) Indicate vendor's compliance with offering ongoing Software maintenance (technical support/upgrades) and specify: a. Standard business hours for technical support b. Location(s) of support services c. Level of support during and outside of business hours (e.g., pager, 800 number, hours of operation, etc.). d. Specify any additional cost for support during non -business hours. e. Methods of reporting problems f. Response levels g. How fixes are distributed and applied h. Problem escalation process (including resolution process and timing) i. Frequency of software updates/upgrades 3) Indicate compliance with periodic software upgrades providing general feature enhancements that must be guaranteed to be compatible with whatever system customization the Vendor makes to the original Coroner Case Management Software Solution. 4) IT Training Plan — Detail your training plan for the IT project team. The training plan should include system administration, supporting, and using the system. Identify training materials that will be available to IT. 5) End -user Training Plan — Propose a detailed training plan that you recommend for end - users, and department administrators. Identify training materials that will be available to these end -users and department administrators. 6) Provide details of any subcontracting arrangements that will come into effect if vendor is awarded the business outlined in this RFP. 6 Vendor Pricing All Vendors must fill out the following cost breakdown for the implementation of their solution for Weld County's project as described in this RFP. The vendor must agree to keep these prices valid for six months past the Submission Deadline for RFP Responses in Section 3. Note: Weld County is tax exempt and no taxes should be included in your proposal. Use the attached Pricing Table spreadsheet to submit your pricing proposal. Please include your terms and conditions of sale. RFP Pricing Table.xlsx 10/16/2023 10:37 AM Page -13 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution 7 WELD COUNTY INFORMATION TECHNOLOGY SOFTWARE AND SERVICES CONTRACT RIDER 7.1 !introduction. By submitting a proposal (hereinafter referred to as "Proposal") in response to the County's request for proposal (hereinafter referred to as "RFP"), as applicable, Contractor expressly agrees to be bound by all of the terms contained in the RFP, including the following. THE TERMS AND CONDITIONS CONTAINED IN THIS RFP, INCLUDING THIS CONTRACT RIDER SHALL PREVAIL OVER ANY CONFLICTING TERMS PROVIDED IN THE PROPOSAL, AND ANY OTHER TERMS PROVIDED IN THE CONTRACTOR'S SCOPE OF WORK, LICENSE AGREEMENT, SERVICES AGREEMENT, PURCHASE ORDER, OR ANY OTHER DOCUMENT PROVIDED BY CONTRACTOR WHICH PURPORTS TO CONTRACTUALLY BIND THE COUNTY RELATED TO THE SERVICES INCLUDED WITHIN THE RFP. 7.2 Purchase of Services. Contractor agrees to procure the goods, materials, equipment and/or products necessary to provide the services described in this RFP (collectively referred to herein as the "Work"). Contractor shall further be responsible for timely delivery, and acknowledges that a failure to comply with the standards and requirements of this RFP within the tine limits prescribed by County may result in County's decision to withhold payment or to termi•ate this Agreement. 7.3 'Berm. The term of this Agreement begins upon mutual execution and continues until such time as Contractor has completed the Work, or until such as may be specified elsewhere in this RFP. In no event shall the term continue beyond one year from mutual execution. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. 7.4 Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with Ibis Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the tine required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by Change Order. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated Change Order, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Change Order shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative. 10/16/2023 10:37 AM Page -14 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution 7.5 Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor as set forth in the Proposal. No payment in excess of that set forth in the Exhibits will be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7.6 Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. 7.7 Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. Subcontractors which are identified in the approved Proposal are approved by County. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7.8 Confidentiality. Confidential information of the Contractor should be transmitted separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's 10/16/2023 10:37 AM Page -15 COR-1500 Weld County Request for Proposal - RI=P # B2300077 Coroner Case Management Software Solution confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement. 7.9 Acceptance of Services Not a Waiver.ln no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 7.10 Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against any and all injury, loss, damage, liability, suits, actions, claims, or willful acts or omissions of any type or character arising out of the Work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, judicial decision, or other law or court decree. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, entity, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. A failure to comply with this provision shall result in County's right to irrmediately terminate this Agreement. Contractor further agrees and understands that the laws of the State of Colorado prohibit the County from indemnifying any person or entity, public or private, and as such the County makes no promise of indemnification to Contractor, and any conflicting provision is void. 7.11 Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 7.12 Interruptions.Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 7.13 Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 10/16/2023.10:37 AM Page -16 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution 7.14 Non -Exclusive Agreement. Unless otherwise expressly provided in this Agreement, this Agreement is nonexclusive and County may engage or use other Contractors or persons to perform services of the same or similar nature. 7.15 Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 7.16 Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 7.17 Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement shall survive any such expiration or termination. 7.18 Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 7.19 Governmental Immunity. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 7.20 No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 7.21 Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. 7.22 Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. first 10/16/2023 10:37 AM Page -17 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution 7.23 Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 7.24 Attorneys Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 8 Additional Terms & Conditions 8.1 Non -Disclosure Agreement Weld County reserves the right to require any vendor to enter into a non -disclosure agreement. 8.2 Costs The RFP does not obligate Weld County to pay for any costs, of any kind whatsoever, which may be incurred by a vendor or any third parties, in connection with the Response to this RFP. All Responses and supporting documentation shall become the property of Weld County, subject to claims of confidentiality in respect of the Response and supporting documentation. 8.3 !intellectual Property The vendor should not use any intellectual property of Weld County including, but not limited to, all logos, registered trademarks, or trade names of Weld County, at any time without the prior written approval of Weld County, as appropriate. 8.4 Vendor's Responses This Request for Proposal, submitted documents/proposals, and any negotiations, when properly accepted by Weld County, shall constitute a contract equally binding between the vender and County. Any and all verbal communications and/or commitments made during the negoiation process that are deemed agreeable to both parties shall be submitted in written format and made part of any resulting contract. No different or additional terms shall become a part of this contract with the exception of an Amendment. Any vendor which submits in its proposal to the County any information which is determined to be substantially inaccurate, misleading, exaggerated, or incorrect, may be disqualified from consideration. All accepted Responses shall become the property of Weld County and will not be returned. Confidential financial information of the vendor should be transmitted separately from the main RFP submittal, clearly denoting in red on the financial information at the top of the page the word. "CONFIDENTIAL". Vendors are advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. 10/16/2023 10:37 AM Page -18 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution 8.5 Governing Law This RFP and the Vendor's Response shall be governed by United States federal laws, Colorado state laws, and the Weld County Home Rule Charter. The successful vendor shall indemnify and hold harmless Weld County against all claims for royalties, for patents or suit for infringement thereon, which may be involved in the manufacture or use of the material to be furnished. Successful Vendor Hiring Practices of Illegal Aliens - Successful vendor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under the subsequent contract. Successful vendor will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under the subsequent Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Successful vendor shall not knowingly employ or contract with an illegal alien to perform work under the subsequent Agreement or enter into a contract with a subcontractor that fails to certify with Successful vendor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the subsequent Agreement. Successful vendor shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while the subsequent Agreement is being performed. If Successful vendor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Successful vendor shall notify the subcontractor and County within three (3) days that Successful vendor has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Successful vendor shall not terminate the subsequent contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Successful vendor shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Successful vendor participates in the State of Colorado program, Successful vendor shall, within twenty days after hiring a new employee to perform work under the subsequent contract, affirm that Successful vendor has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Successful vendor shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Successful vendor fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate the subsequent Agreement for breach, and if so terminated, Successful vendor shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Successful vendor receives federal or state funds under the subsequent contract, Successful vendor must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the subsequent contract. If Successful vendor operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5- 101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24- 76.5-103 prior to the effective date of the contract. 10/16/2023 10:37 AM Page -19 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution 8.6 Disadvantaged Business Enterprises Weld County assures that disadvantaged business enterprises will be afforded full opportunity to submit bids in response to all invitations and will not be discriminated against on the grounds of race, color, national origin, sex, age, or disability in consideration for an award. 8.7 Procurement and Performance The successful vendor agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project. The successful vendor shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements outlined in the RFP within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 8.8 Termination County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement 8.9 Warranty The successful vendor warrants that services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. The successful vendor further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable speciications. In addition to the foregoing warranties, Contractor is aware that all work performed on this Project pursuant to this Agreement is subject to a one year warranty period during which Contractor must correct any failures or deficiencies caused by contractor's workmanship or performance. The vendor warrants that the goods to be supplied shall be merchantable, of good quality, and free from defects, whether patent or latent The goods shall be sufficient for the purpose intended and conform to the minimum specifications herein. The successful vendor shall warrant that he has title to the goods supplied and that the goods are free and clear of all liens, encumbrances, and security interests. 8.10 Taxes County will not withhold any taxes from monies paid to the successful vendor hereunder and the successful vendor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. 8.11 No Liability Weld County shall not be liable to any vendor, person, or entity for any losses, expenses, costs, clairrs, or damages of any kind: • Arising out of, by reason of, or attributable to, the vendor responding to this RFP; or 10/16/202310:37 AM Page -20 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution • As a result of the use of any information, error, or omission contained in this RFP document or provided during the RFP process. 8.12 Entire RFP This RFP, any addendum to it, and any attached Appendices, constitute the entire RFP 9 Insurance Requirements General Requirements: Successful vendors must secure, at or before the time of execution of any subsequent agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Successful vendors shall keep the required insurance coverage in force at all times during the term of the subsequent Agreement, or any extension thereof, and during any warranty period. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Controller, Purchasing Director, or Chief Information Officer by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Successful vendor. Successful vendor shall be responsible for the payment of any deductible or self -insured retention. County reserves the right to require Successful vendor to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's to be specified in the subsequent Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Successful vendor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Successful vendor from liabilities that might arise out of the performance of the work under the subsequent Contract by the Successful vendor, its agents, representatives, employees, or subcontractors. The successful vendor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The successful vendor is not relieved of any liability or other obligations assumed or pursuant to the subsequent Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The successful vendor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under the subsequent Agreement. Any modification to these requirements must be made in writing by Weld County. The successful vendor stipulates that it has met the insurance requirements identified herein. The successful vendor shall be responsible for the professional quality, technical accuracy, and quantity of all materials and services provided, the timely delivery of said services, and the coordination of all services rendered by the successful vendor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. Types of Insurance: The successful vendor shall obtain, and maintain at all times during the term of the subsequent Agreement, insurance in the following kinds and amounts: • Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the successful vendor's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a successful vendor or subcontractor is 10/16/2023 10:37 AM Page -21 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution exempt under Colorado Workers' Compensation Act, AND when such successful vendor or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance for bodily injury, property damage, and liability assumed under an insured contract, and defense costs, with the minimum limits must be as follows: $1,000,000 each occurrence; $2,000,000 general aggregate; $2,000,000 products and completed operations aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Successful vendor shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liability): The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of the subsequent Contract. Contract Professional shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under the subsequent Contract resulting from professional services. In the event that the professional liability insurance required by the subsequent Contract is written on a claims - made basis, Contract Professional warrants that any retroactive date under the policy shall precede the effective date of the subsequent Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) wars beginning at the time work under the subsequent Contract is completed. Minimum Limits: Per Loss $ 1,000,000 Aggregate $ 2,000,000 Crime Coverage: Coverage shall include employee dishonesty, forgery or alteration and computer fraud. If Contractor is physically located on Weld County's premises, third party fidelity coverage extension shall apply. The policy shall include coverage for all directors, officers, agents and employees of the Contractor. i. The bond or policy shall include coverage for extended theft and mysterious disappearance. ii. The bond or policy shall not contain a condition requiring an arrest and conviction. Limits: Per Loss $ $1,000,000 Successful vendors shall secure and deliver to the County at or before the time of execution of the subsequent Agreement, and shall keep in force at all times during the term of the subsequent Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the Request for Proposal. 10/16/2023 10:37 AM Page -22 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution Proof of Insurance: County reserves the right to require the successful vendor to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Successful vendor's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Successful vendor's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, subcontractors, independent contractors, sub -vendors, suppliers or other entities providing goods or services required by the subsequent Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Successful vendor. Successful vendor shall include all such subcontractors, independent contractors, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Successful vendor agrees to provide proof of insurance for all such subcontractors, independent contractors, sub -vendors suppliers or other entities upon request by the County. 10/16/2023 10:37 AM Page -23 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution Appendix A: Notice of Intention NOTICE OF INTENTION REQUEST FOR PROPOSAL RFP # B2300077 / Coroner Case Management Solution DUE 4/18/2023 10:00 AM MST/MDT From: VENDOR ORGANIZATION NAME] UTHORIZED REPRESENTATIVE/ :[=HONE NO] [E-MAIL] [VENDOR ORGANIZATION NAME] intends to respond to Weld County Request for Proposal # B2300077. TO: Weld County Department of Information Technology ATTN: Cierra Howard RFP # B2300077 / Coroner Case Management Solution Pro Box 758 / 1401 North 170 Avenue Greeley, CO 80632 Email: choward@weld.gov Notice of Intention may also be provided by sending an email to the email address listed above by the Notice of Intention deadline. 10/16/2023 10:37 AM Page -24 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution Appendix B: Vendor Certification This certification attests to the vendor's awareness and agreement to the content of this RFP and all accompanying calendar schedules and provisions contained herein. The vendor must ensure that the following certificate is duly completed and correctly executed by an authorized officer of your company. This proposal is submitted in response to RFP # B2300077 issued by Weld County. The undersigned is a duly authorized officer, hereby certifies that: (Vendor Name) agrees to be bound by the content of this proposal and agrees to comply with the terms, conditions, and provisions of the referenced RFP and any addendum thereto in the event of an award. Exceptions are to be noted as stated in the RFP. The proposal shall remain in effect for a period of 6 months as of 5/16/2023. The undersigned further certify that their firm (check one): E IS IS NOT currently debarred, suspended, or proposed for debarment by any federal entity. The undersigned agree to notify Weld County of any change in this status, should one occur, until such time as an award has been made under this procurement action. Person[s] authorized to negotiate on behalf of this firm for purposes of this RFP are: Name: Signature: Name: Signature: Signature of Authorized Officer: Name: Signature: 10/16/2023 10:37 AM Title: Date: Title: Date: Title: Date: Page -25 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution Appendix C: CJIS Security Addendum FEDERAL BUREAU OF INVESTIGATION CRIMINAL JUSTICE INFORMATION SERVICES SECURITY ADDENDUM Legal Authority for and Purpose and Genesis of the Security Addendum Traditionally, law enforcement and other criminal justice agencies have been responsible for the confidentiality of their information. Accordingly, until mid -1999, the Code of Federal Regulations Title 28, Part 20, subpart C, and the National Crime Information Center (NCIC) policy paper approved December 6, 1982, required that the management and exchange of criminal justice information be performed by a criminal justice agency or, in certain circumstances, by a noncriminal justice agency under the management control of a criminal justice agency. In light of the increasing desire of governmental agencies to contract with private entities to perform administration of criminal justice functions, the FBI sought and obtained approval from the United States Department of Justice (DOJ) to permit such privatization of traditional law enforcement functions under certain controlled circumstances. In the Federal Register of May 10, 1999, the FBI published a Notice of Proposed Rulemaking, announcing as follows: 1. Access to CHRI [Criminal History Record Information] and Related Information, Subject to Appropriate Controls, by a Private Contractor Pursuant to a Specific Agreement with an Authorized Governmental Agency To Perform an Administration of Criminal Justice Function (Privatization). Section 534 of title 28 of the United States Code authorizes the Attorney General to exchange identification, criminal identification, crime, and other records for the official use of authorized officials of the federal government, the states, cities, and penal and other institutions. This statute also provides, however, that such exchanges are subject to cancellation if dissemination is made outside the receiving departments or related agencies. Agencies authorized access to CHRI traditionally have been hesitant to disclose that information, even in furtherance of authorized criminal justice functions, to anyone other than actual agency employees lest such disclosure be viewed as unauthorized. In recent years, however, governmental agencies seeking greater efficiency and economy have become increasingly interested in obtaining support services for the administration of criminal justice from the private sector. With the concurrence of the FBI's Criminal Justice Information Services (CJIS) Advisory Policy Board, the DOJ has concluded that disclosures to private persons and entities 10/16/202310:37 AM Page -26 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution providing support services for criminal justice agencies may, when subject to appropriate controls, properly be viewed as permissible disclosures for purposes of compliance with 28 U.S.C. 534. We are therefore proposing to revise 28 CFR 20.33(a)(7) to provide express authority for such arrangements. The proposed authority is similar to the authority that already exists in 28 CFR 20.21(b)(3) for state and local CHRI systems. Provision of CHRI under this authority would only be permitted pursuant to a specific agreement with an authorized governmental agency for the purpose of providing services for the administration of criminal justice. The agreement would be required to incorporate a security addendum approved by the Director of the FBI (acting for the Attorney General). The security addendum would specifically authorize access to CHRI, limit the use of the information to the specific purposes for which it is being provided, ensure the security and confidentiality of the information consistent with applicable laws and regulations, provide for sanctions, and contain such other provisions as the Director of the FBI (acting for the Attorney General) may require. The security addendum, buttressed by ongoing audit programs of both the FBI and the sponsoring governmental agency, will provide an appropriate balance between the benefits of privatization, protection of individual privacy interests, and preservation of the security of the FBI's CHRI systems. The FBI will develop a security addendum to be made available to interested governmental agencies. We anticipate that the security addendum will include physical and personnel security constraints historically required by NCIC security practices and other programmatic requirements, together with personal integrity and electronic security provisions comparable to those in NCIC User Agreements between the FBI and criminal justice agencies, and in existing Management Control Agreements between criminal justice agencies and noncriminal justice governmental entities. The security addendum will make clear that access to CHRI will be limited to those officers and employees of the private contractor or its subcontractor who require the information to properly perform services for the sponsoring governmental agency, and that the service provider may not access, modify, use, or disseminate such information for inconsistent or unauthorized purposes. Consistent with such intent, Title 28 of the Code of Federal Regulations (C.F.R.) was amended to read: 10/16/2023 10:37 AM Page -27 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution § 20.33 Dissemination of criminal history record information. a) Criminal history record information contained in the Interstate Identification Index (III) System and the Fingerprint Identification Records System (FIRS) may be made available: 1) To criminal justice agencies for criminal justice purposes, which purposes include the screening of employees or applicants for employment hired by criminal justice agencies. 2) To noncriminal justice governmental agencies performing criminal justice dispatching functions or data processing/information services for criminal justice agencies; and 3) To private contractors pursuant to a specific agreement with an agency identified in paragraphs (a)(1) or (a)(6) of this section and for the purpose of providing services for the administration of criminal justice pursuant to that agreement. The agreement must incorporate a security addendum approved by the Attorney General of the United States, which shall specifically authorize access to criminal history record information, limit the use of the information to the purposes for which it is provided, ensure the security and confidentiality of the information consistent with these regulations, provide for sanctions, and contain such other provisions as the Attorney General may require. The power and authority of the Attorney General hereunder shall be exercised by the FBI Director (or the Director's designee). This Security Addendum, appended to and incorporated by reference in a government -private sector contract entered into for such purpose, is intended to insure that the benefits of privatization are not attained with any accompanying degradation in the security of the national system of criminal records accessed by the contracting private party. This Security Addendum addresses both concerns for personal integrity and electronic security which have been addressed in previously executed user agreements and management control agreements. A government agency may privatize functions traditionally performed by criminal justice agencies (or noncriminal justice agencies acting under a management control agreement), subject to the terms of this Security Addendum. If privatized, access by a private contractor's personnel to NCIC data and other CJIS information is restricted to only that necessary to perform 10/16/2023 10:37 AM Page -28 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution the privatized tasks consistent with the government agency's function and the focus of the contract. If privatized the contractor may not access, modify, use or disseminate such data in any manner not expressly authorized by the government agency in consultation with the FBI. The goal of this document is to augment the CJIS Security Policy to ensure adequate security is provided for criminal justice systems while (1) under the control or management of a private entity or (2) connectivity to FBI CJIS Systems has been provided to a private entity (contractor). Adequate security is defined in Office of Management and Budget Circular A- 130 as "security commensurate with the risk and magnitude of harm resulting from the loss, misuse, or unauthorized access to or modification of information." The intent of this Security Addendum is to require that the Contractor maintain a security program consistent with federal and state laws, regulations, and standards (including the CJIS Security Policy in effect when the contract is executed), as well as with policies and standards established by the Criminal Justice Information Services (CJIS) Advisory Policy Board (APB). This Security Addendum identifies the duties and responsibilities with respect to the installation and maintenance of adequate internal controls within the contractual relationship so that the security and integrity of the FBI's information resources are not compromised. The security program shall include consideration of personnel security, site security, system security, and data security, and technical security. The provisions of this Security Addendum apply to all personnel, systems, networks and support facilities supporting and/or acting on behalf of the government agency. 1.0 Definitions 1.1 Contracting Government Agency (CGA) - the government agency, whether a Criminal Justice Agency or a Noncriminal Justice Agency, which enters into an agreement with a private contractor subject to this Security Addendum. 1.2 Contractor - a private business, organization or individual which has entered into an agreement for the administration of criminal justice with a Criminal Justice Agency or a Noncriminal Justice Agency. 2.0 Responsibilities of the Contracting Government Agency. 2.1 The CGA will ensure that each Contractor employee receives a copy of the Security Addendum and the CJIS Security Policy and executes an acknowledgment of such receipt and the contents of the Security Addendum. The signed acknowledgments shall remain in the possession of the CGA and available for audit purposes. The acknowledgement may be signed by hand or via digital signature (see glossary for definition of digital signature). 3.0 Responsibilities of the Contractor. 10/16/2023 10:37 AM Page -29 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution 3.1 The Contractor will maintain a security program consistent with federal and state laws, regulations, and standards (including the CJIS Security Policy in effect when the contract is executed and all subsequent versions), as well as with policies and standards established by the Criminal Justice Information Services (CJIS) Advisory Policy Board (APB). 4.0 Security Violations. 4.1 The CGA must report security violations to the CJIS Systems Officer (CSO) and the Director, FBI, along with indications of actions taken by the CGA and Contractor. 4.2 Security violations can justify termination of the appended agreement. 4.3 Upon notification, the FBI reserves the right to: Investigate or decline to investigate any report of unauthorized use; b. Suspend or terminate access and services, including telecommunications links. The FBI will provide the CSO with timely written notice of the suspension. Access and services will be reinstated only after satisfactory assurances have been provided to the FBI by the CGA and Contractor. Upon termination, the Contractor's records containing CHRI must be deleted or returned to the CGA. 5.0 Audit 5.1 The FBI is authorized to perform a final audit of the Contractor's systems after termination of the SecurityAddendum. 6.0 Scope and Authority 6.1 This Security Addendum does not confer, grant, or authorize any rights, privileges, or obligations on any persons other than the Contractor, CGA, CJA (where applicable), CSA, and FBI. 6.2 The following documents are incorporated by reference and made part of this agreement: (1) the Security Addendum; (2) the NCIC 2000 Operating Manual; (3) the CJIS Security Policy; and (4) Title 28, Code of Federal Regulations, Part 20. The parties are also subject to applicable federal and state laws and regulations. 6.3 The terms set forth in this document do not constitute the sole understanding by and between the parties hereto; rather they augment the provisions of the CJIS Security Policy to provide a minimum basis for the security of the system and contained information and it is understood that there may be terms and conditions of the appended Agreement which impose more stringent requirements upon the Contractor. 6.4 This Security Addendum may only be modified by the FBI, and may not be modified by the parties to the appended Agreement without the consent of the FBI. 10/16/2023 10:37 AM Page -30 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution 6.5 All notices and correspondence shall be forwarded by First Class mail to: Information Security Officer Criminal Justice Information Services Division, FBI 1000 Custer Hollow Road Clarksburg, West Virginia 26306 CERTIFICATION I hereby certify that I am familiar with the contents of (1) the Security Addendum, including its legal authority and purpose; (2) the NCIC Operating Manual; (3) the CJIS Security Policy; and (4) Title 28, Code of Federal Regulations, Part 20, and agree to be bound by their provisions. I recognize that criminal history record information and related data, by its very nature, is sensitive and has potential for great harm if misused. I acknowledge that access to criminal history record information and related data is therefore limited to the purpose(s) for which a government agency has entered into the contract incorporating this Security Addendum. I understand that misuse of the system by, among other things: accessing it without authorization; accessing it by exceeding authorization; accessing it for an improper purpose; using, disseminating or re -disseminating information received as a result of this contract for a purpose other than that envisioned by the contract, may subject me to administrative and criminal penalties. I understand that accessing the system for an appropriate purpose and then using, disseminating or re - disseminating the information received for another purpose other than execution of the contract also constitutes misuse. I further understand that the occurrence of misuse does not depend upon whether or not I receive additional compensation for such authorized activity. Such exposure for misuse includes, but is not limited to, suspension or loss of employment and prosecution for state and federal crimes. The entire CJIS Security policy is found here: http://www.fbi.gov/a bout-us/ciis/ci is-secu rite-policy-resou rce-center/view 10/16/2023 10:37 AM Page -31 COR-1500 Weld County Request for Proposal - RFP # B2300077 Coroner Case Management Software Solution Printed Name/Signature of Contractor Employee Date Printed Name/Signature of Contractor Representative Date Organization and Title of Contractor Representative 10/16/2023 10:37 AM Page -32 COR-1500 B2300077 Coroner Case Management Software Solution Addendum 1 — Updated Requirements and Deadlines Weld County is amending the RFP and extending the Notice of Intention Deadline, Technical Questions/Inquiries Deadline, and RFP Response deadline based on changes to requirements itemized below. Changes & Updates are highlighted in YELLOW. The original reads as: Key Vendor Deadlines Notice of Intention 4/18/2023 10:00 AM MST/MDT Technical Questions / Inquiries 4/25/2023 10:00 AM MST/MDT RFP Responses 5/16/2023 10:00 AM MST/MDT It will read now as this: Key Vendor Deadlines Notice of Intention 5/5/2023 10:00 AM MST/MDT Technical Questions / Inquiries 5/12/2023 10:00 AM MST/MDT RFP Responses 6/2/2023 10:00 AM MST/MDT GE -28 Multiple users (e g investigator S Coroner) can contribute information to a case (SE -08 Ability to support single sign -on S RE -09 The system can generate statistical reports (e g. percent of deaths due to traffic accidents) S RE -10 The application search fields allows for wild cards S RE -11 Ability to time and date stamp reports S IN -11 Solution integrates with x-ray technology/devices Describe Tell us about any/all x-ray technologies your product works well with 10/16/2023 p. 1 Exhibit B WELD COUNTY RFP #62300077 Coroner Case Management Software Solution Presented By: VertiQ Software LLC. (408)778-0608 Page 0 of 74 Verb I .Arthony Ke_sei, CEO, and authorized agent with VertiO Software, is pleased to present the Weld Cour Coroner office with the following proposal. We fully understand your needs for an all-inclusive case management system which will be a 100% web enabled and a Mobde compliant solution. CME- Moon wil' provide your agency with a flexible system that offers a dynamic 'bworkfiow, iint=grat_d modules. robust reporting with statistical capabilities. As an industry ie.ac+ng p=rovider with over 40 years of experience in developing Coroner and Medical Examiner case manager-ent software for County and State agencies nationwide, we are confident that with cur skill_ industry knowtedge and expertise we will be _UD:assful in rr.aeting your expectations and deliver a supenor product. Please note that no member, officer or employee of the Proposer cr its designee or agent or public official exercising any functions or responsibilities with respect to the proposed services have any personal financial interest, direct or indirect. in any contract subcontract or proceeds thereof, far work to be performed in correction with the proposed project. If you should have any que_ticr-ts or if we can be of further assistance plAate do rot hesitate to contact us. Your oonsideration of our proposal is greatly appreciated. Sti noerely, spaser....mniiisiar,:motIMEMPL lIELESIOns- .nrh_,n leKe_,el CEO nthonv�Vertio.com P0 Box 787 Morgan Hill, CA 95037 (408)778-0608 Page 1 of 74 Contents Section 3. Insert Pricing Table 3 Section 4. Vendor Qualifications: 4 A. (For Resellers only) Provide Letter of Authorization for proposed product 4 B. Provide a brief synopsis of your company 4 C. Highlight vendor's experience and expertise 4 D. Pros ide information on vendor's current clients 4 E. List four (4) current references 5 Section 5 Response to Narrative Questions 6 5.3 Narrative Vendor Questions 6 Section 6 Project Plan 11 Section 7. Coy my Responsibilities 22 Section 8. Adcitional Information 22 Section 8- C: Appendix B: Vendor Certification 61 Section 8- C: Appendix C CJIS Security Addendum CERTIFICATION 62 Additional Information 63 Section 9 - Vendor Response Form 74 Page 2 of 74 Section 3. Insert Pricing Table Insert Pricing Table from Section 6 RFP Pricing Table Hosted.xlsx RFP Pricing Table OnPrem.xlsx Page 3 of 74 Section 4. Vendor Qualifications: A. (For Resellers only) Provide Letter of Authorization for proposed product. This is not applicable to VertiQ Software B. Provide a brief synopsis of your company (size, structure, capabilities, and financial condition). At a minimum, briefly describe the company history, ownership and primary industries served. Provide details of any material changes (e.g., ownership, structure, acquisitions, etc.) in the last calendar year. VertiQ Softwa-e is a limited liability corporation whose sole member is Anthony Kessel. VertiQ's financial position is strong with over $2.7 million in sales For over 40 years, VertiQ has been a leading provider of software and services for Coroners and Medical Examiners, (C CIE). CME-V3 Moon, the core product name, provides Medical Examiners and Coroners with an all-inclusive case management which includes death investigation workflow, task management, digital imaging, chain -of -custody through bar-coding, multiple death incident investigation, statistics and report development. Over the past several years we have augmented our product offering. Our clientele is comprised of over 65 agencies a: county, state, and provincial levels throughout many major markets across the USA and Canada. Beca ase of the flexibility and scalability of our software these agencies range anywhere from a single concur ent user to 350 concurrent users. All project oversight is managed within the United States VertiQ Softwa re LLC is a sister company of CompuTrust Software Corporation. Both companies were created by Pacific Western Information Systems (PWIS), which was founded in 1982. PWIS had been providing computer software and services for Public Guardians, Public Administrators, Coroners and Medical Examiners. In 1999 it was decided to create separate companies for each of the main application areas. Below is the more recent version release history: C. High ight vendor's experience and expertise with deploying Coroner Case Management Software Solution. VertiQ has over 60 Coroner and Medical Examiner clients which have all been successfully implemented with many more in development. This demonstrates our success rate in working with ur clients. D. Prov.de information on vendor's current clients, including the total number of current clients they have provided Coroner Case Management Software Solution or substantially similar solutions. As of today, \ertiQ Software has a total of 66 clients. These clients are at both a county level and a state level and are comprised of Coroner and Medical Examiner agencies only. Page 4 of 74 Our current clients located in the State of Colorado are as follows: • Denver County Medical Examiner's Office • El Paso County Medical Examiner's Office • Adams County Coroner's Office • Arapahoe County Coroner's Office • Pitkin County Coroner • Clear Creek County Coroner's Office E. List four (4) current references. References should be: • State or local government agencies • Projects similar in size, application, and scope • Projects completed within the past 24 months. • Include a brief summary and timeframe for implementation. • Include a contact name, position, email address, and current phone number for each reference. The references that are provided below have been contracted, implemented in -to a live e nvironment and are all utilizing the same version that we are proposing to your agency. Please n ote that the implementation timeline of every project varies from agency to agency due to their defined project scope and end -user testing calendar availability. 1) Santa Cruz County Sheriff — Coroner (California) This project was to provide our new client with a hosted case management solution for the coroner's office. This project began August 29, 2022, and they went live December of 2022. This project was managed by our project lead Marcelo Paillet. Project scope included the NMS integration and custom report development. Contact Information: Stephany Fiore, MD Chief Medical Examiner Santa Cruz County Sheriff -Coroner's Office (831) 454-7797 Stephany.fiore@santacruzcounty.us 2) Marion County Medical Examiner (Florida) This project was to provide our new client with a hosted case management solution. This project began September 10, 2021, and they went live on September 27, 2022. This project scope was the result of the requirements outlined within their RFP. This project was managed by our project lead Marcelo Paillet. Contact Information Lindsey A. Bayer, MS, MPA, F-ABMDI Page 5 of 74 Director of Operations Districts 5 & 24 Medical Examiner Office Lindsey. Bayer Wmarionfl.org Phone (352)36-5961 3) Adams County Coroner (Colorado) This project was to provide our existing client with a version upgrade and move them from an On-Prem case management solution for the coroner's office to our hosted environment. This project kickei off on September 20, 2020, and went live in August of 2022. This project was managed by our project lead Anthony Kessel. Project scope included the NMS integration, system customization and custom report developmen:. Contact Infornation Sherronda Ap:pleberry Chief Deputy :oroner Adams Count/ Coroner SAppleberryPadcogov.org 267-880-50C (Direct) 4) El Paso Cc unty (Colorado) This project vas to provide our existing client with a version upgrade and move them from an On-Prem care management solution for the coroner's office to our hosted environment. This project kicked off on September 20, 2020, and went live in November of 2022. This project was managed by our project lead Anthony Kessel. Project scop? included the NMS integration, system customization and custom report development. Contact Infornation Dr. Leon Kel ey Chief Medical Examiner El Paso Cour ty Coroner LeonKelly@elpasoco.com Office 719-39,D-2450 Section 5 Response to Narrative Questions 5.3 Narrative Vendor Questions 1) Indicate vendor's product release cycle, including details of releases over the past year and also detai on forward looking releases and major improvements / features within each release (for the next year). Page 6 of 74 CME-V3 Internet mobile version • Version 3 Q2 2014 • Version 3.1 mobility version was released O4 2014 • Version 3.2 mobility version upgrade was released 2015 • Version 3.3 mobility version upgrade was released 2017 • Version 3.4 mobility version upgrade was released 2019 Moon Version • New Moon Version was released in 2022 • Moon Lite Version was released in 2023 VertiQ strives to release enhancements every 12-18 months. All system deployments are scheduled with the client in advance and are performed outside of your agency's normal business hours to minimize the potential downtime impact. The new features for the next release, which will be in O4, are the improvement of the User Interface focused on look and feel, and accessibility. For the next year in Q3, the plan includes improving the grid appearance and filter usability. 2) Indicate vendor's compliance with offering ongoing Software maintenance (technical support/upgrades) and specify: a. Standard business hours for technical support Support services vary slightly depending on if the software solution is in our Hosted environment or if it is running on-prem in the County environment. If the system is running in our hosted environment: VertiQ software strives for excellent customer service by providing our hosted clients with 27/7/365 remote support. VertiQ shall provide the client access to Telephone and electronic mail during normal business hours (8.00 AM to 5.00 PM Pacific Standard Time Monday — Friday excluding holidays) that allows the client to report problems in the functionality of the Product. Calls or emails will be addressed to 1-800-222-7947 or V3TechSupportevertiq.com. If your system becomes inoperable outside of normal business hours, please email us at the following address: VertiQsitedown@vertiq.com. An email along with a text message will be generated and distributed to our whole support team to ensure you receive a prompt response. If the system is running On-Prem: VertiQ shall provide the client access to Telephone and electronic mail during normal business hours (8.00 AM to 5.00 PM Pacific Standard Time Monday — Friday excluding holidays) that allows the client to report probiems in the functionality of the Product. Calls or emails will be addressed to 1-800-222-7947 or V3TechSupport@vertiq.com b. Location(s) of support services Page 7 of 74 VertiQ's technical support staff will provide all services remotely. Level of support during and outside of business hours (e.g., pager, 800 number, hours of operation, etc.). Al VertiQ clients have access to telephone and electronic mail during normal business hours (8 00 AM to 5.00 PM Pacific Standard Time Monday — Friday excluding holidays). Calls or e nails will be addressed to 1-800-222-7947 or V3TechSupport@vertiq.com Please see 5.3 -2 — A for full details. d. Specify any additional cost for support during non -business hours. There is no additional costs for after-hours support for hosted clients. For after-hours support for on-prem client will be at our standard rate of $175 per hour. e . Methods of reporting problems Al VertiQ clients have access to telephone and electronic mail during normal business hours (8..00 AM to 5.00 PM Pacific Standard Time Monday — Friday excluding holidays). Calls or e nails will be addressed to 1-800-222-7947 or V3TechSupport@vertiq.com Please see 5.3 -2 — A for full details. f. Response levels SLA is For Hosted Clients Only: ASSIGN VIENT OF SEVERITY LEVEL AND RESOLUTION PROCESS For purposes of this "Severity Level" will be defined as the service impact category assigned by the County _o any significant loss of SaaS Services capability ("Incident") that is not within allowed mainterance window, Exclusions or Disclaimed Problems or is outside of County's Span of Control. Severity Levels shall be determined by the County and will be categorized from Severity Level 1 through Severity Level 4. The Parties will follow the procedures set forth below for Severity Level 1 through Severity Level 4 Incidents: a. County contacts Contractor using means of communication designated by Contractor; b. Co itractor engages County in first level support response, requesting a status and information concerning the Incident; c. A support ticket is originated based on the initial Severity Level assessment— a ticket number is given to County contact; d. Preliminary troubleshooting and resolution are handled by a Contractor service specialist; e. Contractor applications analyst or applicable operations personnel are contacted (if necessary), f If i nmediate resolution is not available, County contact is given a call back time; g. If the Incident is a direct application issue, the Incident is escalated to Contractor's Application Engineering team; and h. Ca Is are returned to County within guidelines specified in table below, including updates as to current status. On prem so utions response times are only measured during business hours and do not include problems wi- h network or hardware. Bug fix deploys are usually deployed with no more than 5- 15 minutes c -f downtime. Page 8 of 74 Severity Guidelines for incident Levels Level Resolution Time Follow -Up With County Severity Level 1 County experienced Incident following within An complete capability An loss begins known automatically Contractor, and the determined unplanned Incident of will Services Contractor's capability or to will if continue County conditions loss attributable when Contractor be will which by a are fifty of or deemed Severity begin the the manually restored experiences percent SaaS for -ever until Count',' span situation caused the or to Services to either is such Level of the Services occurs have either reported as (5O%) time 1 the by control: Services. when becomes earlier, items as to the to Two (2) hours Contractor County minutes Severity County. will new incident be information within provided is of Level Thereafter, will notification available. fifteen contact 1 Incident promptly about (15) updates the of the a by after Severity Level 2 Incident County experienced following within • • An twenty-five percent Services Recent cause way those Contract unplanned Contractor's that will if described the be a County conditions (50%) by modifications Services is or percent the materially in deemed Severity Incident loss the experiences span Services; in caused the Documentation to (25%) of to to Level of causing SaaS operate different either have the control: by to or 2 the items fifty system the in from a a Six (6) hours Contractor commercially efforts with minutes Severity County. will nc business information is later available. be County to provided than make of Level Thereafter, days will notification about within three reasonable use first 2 Incident promptly after the contact fifteen updates r31: new incident of (15) a by but Severity Level 3 Incident following • • County experienced within An a twenty-fve SaaS Recent cause unplanned Contractor's will if conditions Services the be a County modifications Services deemed Severity incident percent by experiences due Span the to to to Level to of causing (25%) Services: operate have the items Control 3 the loss system up in to of or a Tvienty-four i 24;. hours Contractor commercially efforts with minutes Severity County. will new Incident be information County to provided of is make Level Thereafter, will notification available. within reasonable use first 3 Incident promptly about contact fifteen updates of the (15 a boy after way those in essential the that described Documentation is materially features. in the different Contract for non- from or Severity Level 4 Severity that Services 'informational° scheduled do Level not affect and maintenance). are 4 messages Incidents the operation comprised are (e of n issues of the Cne-hundred h';enty. ::120) hours Incidents. For commercially efforts with hours Severity County prior Contractor to make Level reasonable seventy-two to first maintenance 4 contact will use 721 1 Page 9 of 74 g. How fixes are distributed and applied Bug fixes are deployed to the QA environment first, after approval from client, VertiQ coordinates specific deploy time at convenience of client. Please see the diagram below: it -Change request Client approves a deployment change in writing Bug fix Deployment pfocess is inittated 4 Popup notifying a new deploy is about to happen 4 Popup notifying a deploy happened User press refresh buton 1 1 Browser loads new appl icatian version r Email is sent to notify about new version changes h Problem escalation process (including resolution process and timing) Please refer the SLA in section f. i. Frequency of software updates/upgrades VertiQ strives to release enhancements every 12-18 months. All system deployments are scheduled with the client in advance and are performed outside of your agency's normal business hours to minimize the potential downtime impact. 3) Indicate compliance with periodic software upgrades providing general feature enhancements that must be guaranteed to be compatible with whatever system customization the Vendor makes to the original Coroner Case Management Software Solution. VertiQ does not apply and updates/ releases that undermine previously established workflows or features from the client without discussion first. Page 10 of 74 4) IT Training Plan — Detail your training plan for the IT project team. The training plan should include system administration, supporting, and using the system. Identify training materials that will be available to IT. County IT is welcome to participate in the system administrator training which is a permission - based user who will have the ability to create roles, user accounts, manage menu access and manage role and/or user permissions. If the system resides in our hosted environment, VertiO will manage all database and application back-ups and provide GEO redundancy for business continuity and disaster recovery purposes. 5) End -user Training Plan — Propose a detailed training plan that you recommend for end -users, and department administrators. Identify training materials that will be available to these end -users and department administrators. When it comes to training end -users and system administrators, VertiQ sees this as one of the last crucial steps in our projects. For us to be successful, our clients need to be successful. One way to accomplish this is to ensure the end -users have a firm understanding of how to navigate the application to ensure efficiency before they go -live. We have taken what is commonly known as a 'user manual' and have implemented this information directly into the application in the way of Help Videos. Our trainers create customized training curriculums / agendas that are based on your specific business processes and roles. We understand that a one -size fits all approach does not work when it comes to training as each agency operates very differently. Included below are our general training outlines to illustrate the areas that will be included when we create your customized training agenda. 6) Provide details of any subcontracting arrangements that will come into effect if vendor is awarded the business outlined in this RFP. This is not applicable to VertiQ Software Section 6 Project Plan Provide a proposed project plan detailing all of the tasks and associated timelines and milestones. A complete outline must be provided by the vendor that demonstrates the following considerations: • Understanding of the project requirements and deliverables - Workflow J r'4ain ac:tivior Environments Set Up Analysis and Design Integration development Ongoing Project review Train the trainers Final adjustments Go Live Workflow / Main activity Analysis and Design Integration development Ongoing Project review Train the trainers Final adjustments Go Live - Months DclivcrotsI•. 1 4 Enviroments and access to'VOTeaI Digital DRD for integrations CME App working On line Sessions On line Sessions Issues and bug fixing Solution in Production 2 3 4 4 a 5 4 6 1 _ 4 7 1 4 8 4 Client needed time 3 hours a week during the analysis for needs gathering and design validation 1 or 2 hours a week during the whole pry eject 5 sessions a week miring 0N1E Roles This will need some activities with IT people and key users the day of the go live Page 11 of 74 9 4 10 4 Re_ _flirce_ f'Je�d CME and key users Key Users Key Users IT and Key Users • Hardv-are Server requirements CME Version 3 Hardware/Software Requirements On-Prem • Server requirements Software: • MS IIS 10.0 or newer - Web Deployment Tool • MS .NET Framework 4.7.1 MS SQL Server 2019 or newer, CLR enabled • MS Reporting Server SMTP server access to send out emails Hardware: (The Web App does not have a specific minimum requirement. These are dictated by the OS and the database server) • Memory 16GB. Recommended 20GB • Disk space should be adopted in accordance with the volume of documents and images to be stored. • Minimum 4 CPU's, AMD Opteron, AMD Athlon 64, Intel Xeon with Intel EM64T support, Intel Pentium IV with EM64T support. Speed, 2.0 GHz or faster. • 1t1orkstations: The client workstation or device should have installed the appropriate software to display, edit and/or print these files (PDF, Word, images, audio, video, etc.) that may be stored or generated on the server. Current Browser Support Browser (*) Edge 113+ Firefox 113+ Chrome 113+ Safari 15+ * Notes: • Only HTML 5 compliant browsers are supported • Browsers must have JavaScript support enabled • Browsers in Beta stage are not supported • Discontinued browsers are not supported • MS Internet Explorer is not supported Page 12 of 74 Hosted version Hardware/Software Requirements • Hardware — Not applicable • Workstations: The client workstation or device should have installed the appropriate software to display, edit and/or print these files: PDF, Word, images, audio, video, etc., that may be stored or generated on the server. Current Browser Support Browser (*) Edge 113+ Firefox 113+ CA' Chrome 113+ t) Safari 15+ * Notes: • Only HTML 5 compliant browsers are supported • Browsers must have JavaScript support enabled • Browsers in Beta stage are not supported • Discontinued browsers are not supported • MS Internet Explorer is not supported • Technical approach to the project - VertiQ has a proven track record in successful projects which include new software implementations, system upgrades as well as new change orders for existing clients. Our waterfall methodology that we use for our project management approach has worked well for our clients. Regarding the Weld County Coroner project, we will adopt this same approach. This method will ensure expectations are met throughout the project duration. Below will explain our System Design, Development and Configuration of our hosted environment. This approach can be mimicked with an On-Prem solution Architecture yvtERSE t Reit:wen VW. • • • • • ♦ • • 4 • • • • ADO Stott Plan ♦` 01 is Aldo Sews SCSI Sr.N sin SOt Brame Stn occurs SQL $+ ROOK4 SQL Drabs*" Rapt Page 13 of 74 High Availability Traffic Manager Sitiot Primary Region WEST US Traffic Manager S:tio2 EZ' Primary Aop Plan Public IP Application Gatev.a WAF V► *. (*op Traffic Manager Sit: oN Secundary Region EAST US Secundary App Plan Public iP Application Gateway 1WAF J • Security Protecting Azure App Service Apps Using Web Application Firewall & Azure Front Door Protecting Web Applications from Common Attacks SQL -injection Cross -site scripting (XSS) Remote file inclusion Missing HTTP headers Bots, crawlers, scanners Oversized request Deal with the attacks at the code level • Web App tig Page 14 of 74 Protecting Web Applications from Common Attacks SQL -injection Missing HTTP headers Cross -site scripting (XSS) Bots, crawlers, scanners Remote file inclusion Oversized request rM WA F • • • • Web App rgs.'4% Preventing such attacks in application code is challenging. A centralized web application firewall (WAF) helps make security management much simpler. Two ways to do this: Azure Application Gateway WAF or Azure Front Door. Azure Application Gateway WAF Azure Application Gateway is a web traffic load balancer that enables you to manage traffic to your web applications. Offers a web application firewall (WAF) that provides centralized protection of your web applications from common exploits and vulnerabilities. Azure A oplication Gateway Traffic load balancer Redirection SSL termination Session affinity URL-based routing Web application firewall (WAF) ore - I I Page 15 of 74 . . . . . • . . . • • • • • • • • • • • Backend Pool • • �1 App Service VM VM Scale Set IP • . . . • . • • • • • • • • • . . . . . • • • . . . • • • • • i Web applications are increasingly targeted by malicious attacks that exploit commonly known weaknesses Preventing such attacks in application code is challenging; it does require maintenance, patching, and monitoring A WAF solution can react to a security threat faster by centrally patching a known weak point Existing application gateways can easily be converted into firewall-enabled application gateways Protection Protect your web apps from attacks without modification to back -end code WAF Benefits Monitoring Monitor attacks with Azure Monitor, see security state with Azure Security Center Page 16 of 74 Customization Customize WAF rules to suit your application requirements and eliminate false positives WAF Detection mode Monitors and logs all threat alerts, doesn't block incoming requests when in Detection mode V oG s Prevention mode Blocks attacks that it detects. Returns 403, connection is terminated. Records such attacks in WAF logs Web Vulnerabilities WAF Protects Against SQL -injection Cross -site scripting (XSS) Bots, crawlers, and scanners Oversized requests Page 17 of 74 Missing user -agent and accept headers Other common k attacks WAF Monitoring • • • • . Recommendations • • • • • 4 Azure Application Gateway . . . . . . . . * . r II 1 I I WAF Alerts Azure Security Cent- r Azure Front Door 1 • .• Access Logs Performance Logs Firewall Logs I i Event Hubs Azure Monitor Log Analytics Storage Enables to de=ine, manage, and monitor the global routing for web traffic by optimizing for best performance and instant global failover for high availability. A Few Azure Front Door Features Accelerate application performance SSL termination Session affinity URL-based routing Application layer security Allows you to author custom web application firewall (WAF) rules Page 18 of 74 Azure Application Gateway WAF vs Azure Front Door Front Door is a global service whereas Application Gateway is a regional service. While Front Door can load balance between your different scale units/clusters/stamp units across regions, Application Gateway allows you to load balance between your VMs/containers etc. that is within the scale unit. Application Gateway Single -region, layer 7 Azure Front Door Multi -region, layer 7 Page 19 of 74 • Organ zation and managerial competence As VertiQ is a medium-sized company we have multiple team divisions that get assigned to a project based on the timing and complexity of the project. We have a 90 -day lead time to coordinate the specific members of the team for the project at hand. Each team is led by a senior member and is supported by associates the number of which is dependent on the size of the project. As the company has grown, we have promoted from within to establish our senior members and are bringing in associates as needed on growth expectations. CEO Anthony Kassel 1 1 VertiQ Project Manager Marcelo Pail let VertiQ CNE-V3 Support Anahi Luduena, Fabian Valli J I Sales & Administration Cheryl Rossi Alex Chavez 1 Chief Technical Officer Fabian Valk • Work plan and project controls - Check with Marcelo/ Milwaukee 1 Corporate Financial Consultant Mark Conrado Product Devebpment Fabian Valli Atnstina Berm Montyn Testing and Training Alexandra Hamburg Nicolas Parachu Marco L Accounting Manager Chris Seals VertiQ has many years of experience building software solutions and therefore understands the challenges of implementing these solutions with the client. These concerns/challenges are mitigated by our experienced team. The process begins with analysis/gap determination, VertiQ will have an experienced analysis lead \..corking with your team. Our needs from your team will be a stakeholder in each of the areas of discussion (Investigation, Clerical, Pathology, Administrative and Project management overs ght). Please refer to the sample project plan for specific timing. The process continues while we are developing the solution defined in the gap analysis. Here our e<perienced project manager will provide updates regarding the development and discuss timing and date adherence. Our needs with the client here are the main stakeholders and project management. An acditional concern here is the requested integrations. We will need support from IT with mapping folders/communication between data exchanges from application to the machine and from users who have physical access to machine to assist in testing. The process moves closer to the go live with our Customer Support team. They work again with the kw stakeholders for the appropriate area of review. (Investigation, Clerical, Pathology, Page 20 of 74 Administrative and Project management oversight). Please refer to the sample project plan for specific timing. Oversight by project continues in this area to manage the biggest concern of a software project being scope creep. This is managed by focusing on finalizing the gap and not letting out of scope items interfere. Finally allowing a final change/update of the application. The process concludes with Go Live. Here VertiQ has many staff members available to assist in the go live process, starting with the actual conversion of data, communication of process during downtime and training assisting new users becoming acclimated with the new product. • Payment milestones — Below is a sample payment milestone outline for our hosted solution: Tasks VertiQ to (VQ) be performed by Customer (Client) and Responsible Party Estimated Date/Time Milestone Schedule Payment Project Initiation Contract Project Initial Receipt Receipt Application Kick of of Finalization off production county meeting review logos, database with headers Analyst and team images VQ/ Client 1 Requirements Meetings Gathering and Forms Reporting Data mapping documentation modification Initial needs document Phase for the below Requirements Review Gathering documentation Forms Reporting Data mapping Finalization with client for approval 3 Development Application development workflows. with developed. client while is Each and developed the review. workflow subsequent and deployed delivered are workflow broken in and parallel reviewed is into being with 10 4 services deploy. 50% of development billed at first These is Development Finalization 5 at Remaining acceptance 50% billed Train System the administrator trainer end user training 6 billed at go live ti Training Installation Production of server CME-V3 GO application LIVE on Hosted VQ r, Post Go Live support VQ/ Client Page 21 of 74 Section 7. County Responsibilities Identy all services and excluded costs to be borne by Weld County. For on prem sDlutions, the county is responsible for network, hardware, database maintenance, database backups, disk space etc. For our hosted solution, VertiQ provides all aspects of use except of Internet. Section 8. Additional Information a. Provide vendor's standard contract template. We're provid ng both our hosted/SaaS contract template and our On-Prem license & maintenance agreements. VertiQ Hosted Software (SaaS) Subscription Agreement This Hosted Software (SaaS) Subscription Agreement, is made and entered into this day of _ _, 2023 ("Effective Date", by and between VertiQ Software, LLC (hereinafter, "Vendor") with its principal address at PO Box 787, Morgan Hill, CA 95038 and the _._ (hereinafter, "Customer") with its principal address Background Vendor is in the business of providing case management software for coroners and medical examiners. The parties desire that Vendor make such software available to Custc mer under the terms and conditions of this Agreement, and Customer's access to and use of the software shall conform to these terms and conditions. Ir consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions As used in this Agreement and in Exhibit A hereto (and any mutually agreed upon moditications thereto), the following terms shall have the following meaning: "CME Hosted" means the case management software for coroners and medical exarriners offered via Software as a Service (SaaS), the "Service" provided under the termE of this Agreement, designed as an alternative to a CME application residing locally on a customer's server. "Content" means the audio and visual information, documents, software, products, and services contained or made available to Customer in the course of using the Service. "Cus:omer Data" means any data, information, or material provided or submitted by Customer to the Service in the course of using the Service. "Initial Term" means the initial period during which Customer is obligated to pay for the Page 22 of 74 Service as defined in Exhibit B attached to this Agreement. "Intellectual Property Rights" means any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. "License Administrator(s)" means those Users designated by Customer who are authorized to purchase licenses and to create User accounts and otherwise administer Customer's use of the Service. "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to this Agreement. "Vendor Technology" means all of Vendor's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to Customer by Vendor in providing the Service. "Service(s)" means access under the terms of this Agreement to Vendor's case management software, which is developed, operated, and maintained by Vendor, accessible via htto://www.vertiq.com or another designated website or IP address, or ancillary online or of line products and services provided to Customer by Vendor, to which Customer is being granted access under this Agreement, including the Vendor Technology and the Content. "User(s)" means Customer employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by Vendor at Customer's request) each of which must be individual and not shared. 2. License Grant and Restrictions Vendor hereby grants Customer a nonexclusive, nontransferable, worldwide right to use the Service, solely for Customer's own internal business purposes, subject to the terms and conditions of this Agreement, and all rights that are not expressly granted to Customer are hereby reserved by Vendor as outlined in Exhibit A VERTIQ SOFTWARE L.L.C, END - USER LICENSE AGREEMENT. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet -based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. Customer may use the Service only for Customer's internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws causing any IP address associated with the service provider to be Black Listed; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or Page 23 of 74 tortuous material, including material harmful to children or violative of third party privacy right (iii) send or store material containing software viruses, worms, Trojan horses, or otherlharmful computer code, files, scripts, agents, or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. 3. Customer Responsibilities Customer is responsible for all activity occurring under Customer's User accounts, including activity initiated by third parties, whether such parties are known or unknown to Customer, with the sole exception of activities which are specifically initiated by Vendor or caused by the gross negligence of Vendor and can be verifiably shown as such, and shall abide by all applicable local, state, and federal laws and regulations in connection with Customer's use of the Service, including those related to data privacy, and the transmission of technical or personal data, except to the extent such activity is outside of Customer's reasonable control. Customer shall: (i) notify Vendor immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Vendor immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or Customer Users; and (iii) not impersonate another Vendor user or provide false identity information to gain access to or use the Service. 4. Account Information and Data Vendor does not own any Customer Data. Customer, not Vendor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Vendor shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data, except to the extent that any such deletion, correction, destruction, damage, loss, or failure to store such Customer Data is the result of Vendor's gross negligence in performing services pertaining to Customer Data pursuant to this Agreement. In the event this Agreement is terminated, Vendor will make available to Customer a quality, industry standard, and useable file of the Customer Data within 10 days of termination if Customer so requests at the time of termination for cause. Upon termination for cause, Customer's right to the Services shall cease, but Vendor will make available to Customer a file of the Customer Data within 10 days of termination. 5. Intellectual Property Ownership Vendor (and its licensors, where applicable) shall exclusively own all right, title, and interest, including all related Intellectual Property Rights, in and to the Vendor Technology, the Content, other than Customer's data, and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any other party relating to the Service. This Agreement is not a sale and does not Canvey to Customer any rights of ownership in or related to the Service, the Vendor Technology, or the Intellectual Property Rights owned by Vendor. Vendor's name, Vendor's logo, and the product names associated with the Service are trademarks of Vendor or third parties, and no right or license is granted to use them as outlined in Exhibit A VERTIQ SOFTWARE L.L.C, END -USER LICENSE AGREEMENT. Page 24 of 74 6. Charges and Payment of Fees Customer shall pay all fees or charges to Customer's account in accordance with the terms and conditions set forth herein. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect, pursuant to Exhibit B, which is hereby incorporated by reference. Payments must be made annually in advance unless otherwise mutually agreed upon in Exhibit B. Customer is responsible for paying for all User licenses ordered for the year, whether or not such User licenses are actively used. An authorized License Administrator may add licenses by initiating an amendment to Exhibit B, hereto. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged on a pro -rated basis for that billing month. 7. Data Storage Fees: Managing the amount of storage needed is always difficult process. Choosing an amount that may not be enough might require approvals to increase, which, if it were to happen mid-term of the contract would delay storage increases. Vendor has to implement an escrow account approach to manage storage. At the beginning of the term, customers will estimate the number of GB's they will need to accommodate their legacy storage and the number they will need to accommodate their first -year growth. Vendor will bill this number at $.18 per GB, per month at the beginning of the first year and setup an escrow account. At the end of year 1 Vendor will deduct from the escrow account the amount of funds used in year one. For year 2 Vendor will consult with the customer to determine the estimated amount of storage they will need in year 2 and will add that to the amount used in yearl. VertiQ will compare this amount to the escrow account, if the account has a balance to cover year 2 estimated needs, then there will be no additional billing for storage for year 2. If the balance is not sufficient, Vendor will bill for the estimate needed less the amount of funds remaining in escrow, if any. Vendor will use reasonable efforts to notify Customer when the average storage used per license reaches approximately 90 percent of the maximum; however, any failure by Vendor to so notify Customer shall not affect Customer's responsibility for such additional storage charges. Said notice shall be in addition to a monthly usage report to Customer, which shall provide Customer with its current storage usage and the remaining storage space remaining. Vendor reserves the right to establish or modify its general practices and limits relating to the storage of Customer Data. Vendor shall notify Customer of any changes, limitations, or additions to its general practices and limits relating to the storage of Customer's Data 30 days priors to the effective date of said changes. 8. Billing and Renewal Payment for each year of the initial term is as set forth in Exhibit B. Vendor will automatically issue an invoice to Customer each year on the subsequent anniversary or as otherwise mutually agreed upon. Renewal fees will be equal to the then current number of total User licenses times the current license fees at the time of renewal. Annual Storage Fees will be pro -rated to lineup with Annual Hosted renewal and added to that bill. Other services will be charged on an as -quoted basis. Vendor's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only U.S. (federal or state) taxes Page 25 of 74 based solely on Vendor's income. The parties understand and agree that the transaction resulting from this Agreement shall not be subject to sales taxes in California, as further provided in Section 6010.9, 6011, and 6012 of the California Revenue and Taxation Code. If Customer believes its bill is incorrect, Customer must contact Vendor in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. 9. Nonpayment and Suspension In addition to any other rights granted to Vendor herein, Vendor reserves the right to suspend or terminate this Agreement and Customer's access to the Service if Customer's account becomes delinquent by more than 60 days. Customer will continue to be charged for User fees during any period of suspension. If Customer or Vendor initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer's account computed in accordance with Section 8 above. Customer agrees that Vendor may bill Customer for such unpaid fees. Vendor reserves the right to impose a reconnection fee in the event Customer is suspended and thereafter requests access to the Service. Customer agrees and acknowledges that in the event of suspension or termination, Vendor will sequester Customers Database and any applicable storage files, in a secure location and provide Customer with a link to obtain their database file and any storage files upon Customer's request; or before 10 days of account delinquency, provided Customer's delinquency has been cured. If after 10 days Customer has not cured their delinquency, Vendor has no obligation to retain Customer Data after this time period, and Customer hereby specifically acknowledges that such Customer Data may be irretrievably deleted by Vendor if Customer's account is 120 days or more past due. 10. Termination upon Expiration/Reduction in Number of Licenses This Agreement commences on the Effective Date. The Initial Term is described in Exhibit B. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive one-year terms at Vendor's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least thirty (30) days prior to the expiration of the term. Customer shall be entitled to a pro -rata refund of all payments tendered for any period in excess of the remaining year in which termination notice was served. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated, Vendor agrees to provide Customer with a link to obtain Customer Database file and any applicable storage files upon Customer's request; or within 10 days of such termination. If the storage files are not retrieved within this 10 -day period, the customer -will be charged the then -current storage fees. Customer agrees and acknowledges that Vendor has no obligation to retain the Customer Data or storage files, and may delete such Customer stored information, if not retrieved within 120 days after termination. 11. Termination for Cause Any breach at Customer's payment obligations or unauthorized use of the Vendor Technology or Service will be deemed a material breach of this Agreement. Vendor, in its sole discretion, may terminate Customer's password, account, or use of the Service if Customer breaches or otherwise fails to comply with this Agreement, provided that Customer fails to cure or otherwise resolve a verified breach within 60 days of receipt of Vendor's notice. Customer agrees and acknowledges that Vendor has no obligation to retain the Customer Data, and may delete such Customer Data, if Page 26 of 74 Customer has not cured within 120 days of notice of such breach; however, in this instance, Vendor agrees to provide Customer with a link to obtain their Database file and any applicable storage files upon Customer's request; or within 10 days of such termination, provided Customer payments are up to date. If the storage files are not retrieved within this 10 -day period, the customer will be charged the then -current storage fees. Customer agrees and acknowledges that Vendor has no obligation to retain the Customer Data or storage files, and may delete such Customer stored information, if not retrieved within 120 days after termination. 12. Representations and Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Vendor represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Vendor help documentation under normal use and circumstances. Customer represents and warrants that Customer has not falsely identified Customer nor provided any false information to gain access to the Service. 13. Mutual Indemnification Customer shall indemnify and hold Vendor, Third Party Server Host, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of Customer's representations and warranties; or (iii) a claim arising from the breach by Customer or Customer Users of this Agreement, provided in any such case that Vendor (a) gives written notice of the claim promptly to Customer; (b) gives Customer sole control of the defense and settlement of the claim ; (c) provides to Customer all available information and assistance; and (d) has not compromised or settled such claim. Vendor shall indemnify and hold Customer and Customer's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with its gross negligence in its performance under this Agreement, or arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Vendor of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Vendor; provided that Customer (a) promptly gives written notice of the claim to Vendor; (b) gives Vendor sole control of the defense and settlement of the claim (provided that Vendor may not settle or defend any claim unless it unconditionally releases Customer of all liability); (c) provides to Vendor all available information and assistance; and (d) has not compromised or settled such claim. Vendor shall have no indemnification obligation, and Customer shall indemnify Vendor pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer products, service, hardware or business process(es). Page 27 of 74 14. Disclaimer of Warranties VENDOR AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVALABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY COM-ENT. VENDOR AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (C) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL OTHER CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONI_INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXMUM EXTENT PERMITTED BY APPLICABLE LAW BY VENDOR AND ITS LICENSORS. 15. Internet and Host Service Delays or Downtime VENDOR'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, DOWNTIME, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, AND THIRD PARTY SERVER HOSTS WHICH WILL BE LOCATED IN THE USA. VENDOR IS NOT RESPONSIBLE FOR ANY DELAYS, DELk/ERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 16. Limitation of Liability IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONVECTED WITH, THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 17. Additional Rights Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to Customer. 18. Local Laws and Export Control Notwithstanding anything to the contrary in this Agreement, Vendor agrees not to store Customer's data in any manner whatsoever outside of the continental United States of America. Vendor provides services and uses software and technology that may be subjcct to U.S. export controls administered by the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, and other U.S. agencies Page 28 of 74 and the export control regulations of Switzerland and the European Union. Customer acknowledges and agrees that the software and Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries on which the United States, Switzerland, and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By entering into this Agreement, the parties represent and warrant that they are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The software and Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Vendor and its licensors make no representation that the Service is appropriate or available for use in other locations. Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to U.S., Swiss, or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical, or biological weapons, or missile projects, unless specifically authorized by the U.S. government or appropriate European body for such purposes. 19. Notice The parties may give notice by means of an email to the other party's address on record in Vendor's account information or this Agreement, or by written communication sent by first class mail or pre -paid post to the receiving party's address on record in Vendor's account information or this Agreement. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre -paid post) or 12 hours after sending (if sent by email). Customer may give notice to Vendor (such notice shall be deemed given when received by Vendor) at any time by any of the following: letter sent by confirmed facsimile to Vendor at the following fax number: (408) 782-0850; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Vendor or Customer at the following address. Vendor will notify Customer of receipt of such notification: (Vendor) (Customer) VertiQ Software LLC P. O. Box 787 Morgan Hill, CA 95037 Sales@vertiq.com 20. Modification to Terms Parties have the right to amend as long as both parties consent in writing. 21. Assignment; Change in Control This Agreement may not be assigned by Customer without the prior written approval of Vendor but may be assigned without Customer's consent by Vendor to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Vendor shall provide written notice as provided in Section 19, above, of any proposed or actual assignments or changes in control. Said notice shall include information on the effects, if any, made to Page 29 of 74 Customer's service by the assignment. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of Customer that results or would result in a direct competitor of Vendor directly or indirectly owning or controlling 50 percent or more of Customer shall entitle Vendor to terminate this Agreement for cause immediately upon written notice. 22. General This Agreement shall be governed by California law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims, or causes of acion arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state courts located in Santa Clara County, California. No text or information set forth on any other purchase order, preprinted form, or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and Vendor as a result of this agreement or use of the Service. The failure of any party hereto to enforce any right or provision in this Agreement shall not consttute a waiver of such right or provision unless acknowledged and agreed to by the other party in writing. This Agreement, together with the specific terms set forth in Exhibits A and B, comprises the entire agreement between Customer and Vendor and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. 23. Third Party Beneficiary Rights. This Agreement is not intended to and does not create any third party beneficiary rights in any person not a party hereto. BY SIGNING IT IS AGREED THAT THIS AGREEMENT, INCLUDING THE ACCOMPANYING TERMS AND CONDITIONS, ITS EXHIBITS AND ITS EXHIBITS ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT THIS AGREEMENT SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THE AGREEMENT. THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN IT IS EXECUTED BY YOU AS THE CUSTOMER, AND APPROVED AND EXECUTED BY VERT1Q. IW WITNESS WHEREOF, the parties have executed this Hosted Software (SaaS) Subscription Agreement on the day and in the year as set forth above. VENDOR: BY: By: Anthony Kessel Title: CEO Page 30 of 74 CUSTOMER: By: By: Title: Page 31 of 74 EXHIBIT A Between VertiQ Software LLC Address: PO Box 787 Morgan Hill, CA 95038 Telephone: (408) 778-0608 Principal Contact: Anthony Kessel, CEO And Customer Name: ("You") Address: Telephone: Principal Contact: VERTIQ'S PRODUCTS ARE COPYRIGHTED AND LICENSED (NOT SOLD). VERTIQ DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED PRODUCT TO YOU. YOUR LICENSE OF THE LICENSED PRODUCT WILL NOT COMMENCE UNTIL AN AUTHORIZED REPRESENTATIVE OF VERTIQ HAS RECEIVED, APPROVED, AND EXECUTED THIS AGREEMENT. This Agreement is an exhibit to and supplementary to the Agreement between the parties hereto and consists of th_ accompanying Terms and Conditions; and which are hereby incorporated by reference. Page 32 of 74 TERMS AND CONDITIONS 1. DEFINITIONS 2. "You or your": Means the single end -user customer organization signing this Agreement. 3. "Product": Is the computer software application for medical examiners, coroners and toxicology laboratories that can be customized by VertiQ for your purposes and known as 'CME-V3' in object code only, and its accompanying documentation. 4. "Material Error": Means any material reported and verifiable failure of the Product to perform substantially in accordance with its system specifications. "Material" shall mean an error that prevents use of the Product, or which seriously impacts use of the Product. 5. "Error Correction": Means either a modification or addition that, when made or added to the Product, brings the Product into material conformity with its published specifications, or a procedure or routine that, when observed in the regular operation of the Product, avoids the practical adverse effect of such nonconformity. 6. "Maintenance Services": Means the maintenance and support services provided by VertiQ pursuant to, and more fully described herein. 7. "Upgrades": Shall mean any Error Corrections, Enhancements, software modifications or additions, which are provided at VertiQ's sole discretion. 8. SCOPE OF RIGHTS 9. Grant of License: You are granted a non-exclusive right to use the Product (including any Error Corrections, standard enhancements or Upgrades for your use only upon payment of the Fees, specified in Exhibit B, in machine- readable form. This license specifically prohibits redistribution, transfer or resale of the Product. 10. Limitations on Use: You may not use, copy, modify, or distribute the Product (electronically or otherwise), or make any copy, adaptation, transcription, or merge any portion thereof, except as expressly authorized by VertiQ in writing. You may not reverse assemble, reverse compile, or otherwise translate the Product. Your license may not be transferred, leased, assigned, or sub -licensed without VertiQ's prior written consent, which will not be unreasonably Page 33 of 74 withheld. If you copy or modify the Product in any way not expressly authorized by VertiQ, your license is automatically terminated. 11. YOUR RESPONSIBILITIES 12. Your Responsibilities: You are responsible for the following actions: 12.1. Determining whether the Product will achieve the results you desire; 12.2. Procuring, instilling, and operating computers, operating systems, and networking software to run the Product, and providing the hardware and software configuration requirements identified by VertiQ in Exhibit B; 12.3. Providing a proper environment and proper utilities for the computers on which the Product operates; 12.4. Selecting and training your personnel to familiarize them with the operation of the Product; 12.5 Promptly notifying VertiQ in the event your use of the Product exceeds that set forth in Exhibit B, and paying for any additional fees that result from such excess use. 13. ACCEPTANCE 14. Acceptanceof Work: Within thirty (30) business days ("Acceptance Period") of delivery by VertiQ of the Product you will examine and test the Product to determine whether it conforms to its documentation. You will provide VertiQ with a written notice of acceptance of the Product ("Acceptance") within the Acceptance Period or a statement of Material Errors (the "Statement of Errors"). In the event you do not provide VertiQ with a Statement of Errors within the Ameptance Period the Product shall be deemed to be accepted. Within sixty (60) days of receipt of your Statement of Errors, VertiQ, will correct such Material Errors set forth in the Statement of Errors and redeliver the Product to you. The procedure set forth in this Section will be repeated for one more cycle. In the event you do not accept the Product after VertiQ has resubmitted the corrected Material Errors to you for the second time you, at your sole option, may either terminate this Agreement and receive a full refund within 30 days of invoiced and paid services, or extend additional time to VertiQ to correct the reported Material Errors. 15. SERVICES Page 34 of 74 16. Training: VertiQ shall provide you with training services as part of the services set forth in Exhibit B. 17. Support: VertiQ shall provide you access to telephone and electronic mail during normal business hours (8.00 AM to 5.00 PM Pacific Standard Time Monday - Friday excluding holidays) that allows you to report problems in the functionality of the Product. Calls or emails by your designated representative will be directed to 800-222-7947 or V3TechSupport(a,vertiq.com. This includes all external user access for expected death agencies and any other outside agency, County or otherwise, that the Customer has allowed access to the application. In the event that your system becomes inoperable outside of normal business hours, please email us at the following address: VertiQsitedownffivertio.com. An email along with a text message will be generated and distributed to our entire support team to ensure you receive a prompt response. 18. Customization: VertiQ offers customization of the Product for specific customer requirements. VertiQ provides such customization services at the rates set forth in Exhibit B. 19. DATA Should it be required, you acknowledge that data conversion is subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media, that may give rise to loss or damage. VertiQ shall not be liable for any such errors, omissions, delays, or losses, unless caused by its negligence or willful act or omission. VertiQ may not be able to perform its responsibilities under this Agreement unless you adopt reasonable measures to limit the impact of such problems and adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. Both parties hereto are responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data. 20. FEES 21. Services Fees: VertiQ will provide you with the services described in Exhibit B, at the Services Fees set forth there under. 22. Expenses: Services Fees do not include travel and living expenses ("Expenses") incurred by VertiQ when providing you with such services. If time allows, an estimate of the Expenses to be incurred shall be provided to Customer prior to Vendor's incurring said Expenses. Customer shall have the right to object to the proposed or actual Expenses if deemed excessive and shall likewise have the right to propose an alternative amount as fair and full compensation to Vendor prior to any expense being incurred. You agree to pay promptly the Expenses when and as Page 35 of 74 the services are rendered and/or the Expenses are incurred, upon receipt of an invoice from VertiQ. VertiQ agrees to use the same diligence in controlling Expenses as it uses in its own business. VertiQ reserves the right to require prepayment or advance deposit for Services Fees or Expenses, at its discretion. 23. Payment Terms: You agree to the payment terms as set forth in Exhibit B. All invoices from VertiQ shall be due and payable within thirty (30) days of the date of each invoice, subject to Paragraph 8 of the Agreement. 24. Taxes: You are responsible for sales or use taxes, and state or local property or excise taxes associated with your licensing, possession, or use of the Product, modifications, or any associated services. The parties understand and agree that, as this agreement concerns the sale and transfer of intangible property, California sales taxes do not apply to this transaction. In the event this understanding is incorrect, Customer shall be responsible for the payment of any assessed sales taxes. 8. CONFIDENTIAL INFORMATION 8.1 "Confidential Information": Of a party (the "Disclosing Party") means any and all technical and non -technical information (includng, but not limited to, patent, copyright, trade secret, and proprietary information) related to the current, future and proposed business, products and services of the Disclosing Party, Disclosing Party's suppliers and customers, and information concerning development, design details and specifications, customer lists, business forecasts, sales, and marketing plans and any other similar information or data which is disclosed to the other party ("Receiving Party"). "Confidential Information" also includes proprietary or confidential information of any third party that may disclose such information to the Disclosing Party or the Receiving Party in the course of the Disclosing Party's business. Confidential Information does not include information, technical data or know-how which is required by law to be disclosed or is subject to Customer's public records laws, or which: (i) is in the Receiving Party's possession at the tine of disclosure as shown by the Receiving Party's files and records immediately prior to the time of disclosure or other credible evidence; (ii) before or after it has been disclosed to the Receiving Party, enters the public domain, not as a result of any action or inaction of the Receiving Party; (iii) is approved for release by written authorization of the Disclosing Party; (iv) is disclosed to the Receiving Party by a third party not in violation of any obligation of confidentiality; or (v) is independently developed by the Receiving Party without reference to Confidential Information. During the Term of this Agreement and thereafter, the Receiving Party will (a) use the Confidential Information of the Disclosing Party solely for the purposes set forth in this Agreement, (b) take suitable precautions and measures to maintain the confidentiality of the Confidential Information of the Disclosing Party, and (c) not disclose or otherwise furnish the Confidential Information of the Disclosing Party to any third party other than employees or contractors of the Receiving Party who have a need to know such Confidential Information to perform its obligations under this Agreement, provided such employees or contractors are obligated under confidentiality obligations substantially similar to those set forth herein. 8.2 Injunctive Relief: Each party acknowledges that, in the event of breach of the foregoing provision, the Disclosing Party will not have an adequate remedy in money or damages. The Disclosing Party shall, therefore, be entitled to obtain Page 36 of 74 an injunction against such breach from any court of competent jurisdiction immediately upon request without the necessity of posting a bond. The Disclosing Party's right to obtain injunctive relief shall not limit its right to seek further remedies. 8.3 Survival: Notwithstanding the termination of this Agreement for any reason, the rights and duties of the parties (Fees), (Ownership), (Confidential Information), and (Indemnification) shall survive such termination and remain in full force and effect. 9. GENERAL 9.1 Assignment: This Agreement shall not be assignable by you without the prior written consent of VertiQ. 9.2 Waiver of Construction Against the Drafter: This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either of the parties to this Agreement. 9.3 Severability: In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT, IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL OTHER LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT. 9.4 Force Majeure: Neither party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond the parties' reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. In the event of any such delay, either party may defer any delivery dates for a period equal to the time of such delay. Notwithstanding the foregoing, if either party is in default under this Section for more than forty five (45) days, the non defaulting party may terminate this Agreement. Page 37 of 74 EXHIBIT B - SAMPLE QUOTE TEMPLATE P. O. Box 787 (Mailing Address) 'cifMorgan Hill, CA 95037 V 't Phone: 408-778-0608 Fax: 408-782-0850 CME Quotation for Hosted Case Management Database /2023 This Quote Is For The CME-V3 Base Application And Does Not Include Services For Customization/Configuration or related services Product: CME-V3 Hosted CME Hosted is an "off the shelf" case management program offered via Software as a Service (SAAS) and was designed to be an alternative to a customized CME application residing on servers at the Customer's location. As a CME Hosted customer, you are not purchasing a perpetual license to the Program. You are granted a non-exclusive, annually renewable right to use the Program. CME Hosted customer's annual usage fee includes any VertiQ Updates to the application, initial usage training and ongoing support and complete set up specifically for their agency. DURATION OF TERM Customer agrees to an initial Term of 5 years (60 months), during which no rate or fee increases shall occur, except to the extent Customer may add new users or projected data storage limits are exceeded. The charge for the new user will be equal to the then current user fee in effect at the time of renewal times the number of new users. There after automatically renewing for successive one-year terms at Vendor's then current fees, unless terminated by either Customer or VertiQ pursuant to Section 10 of the Agreement. # of Concurrent Users Annual Fee _ Users $ * You will be charged for 2 users, $300 monthly, upon installation of the application on the Azure hosted server until moved into production. Page 38 of 74 User(s)" means Customer employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by Vendor at Customer's request) each of which must be individual and not shared. DATA STORAGE LIMITS: The CME Hosted Fee provides for unlimited storage of the database. Annual Fees Legacy Documents/Images Storage _@$.18/GB/Mo $ 1st Annual growth increase @$.18/GB/Mo $ Total Annual Payment 1st Year $ Managing the amount of storage needed is always a difficult process. Choosing an amount that may not be enough could require approvals, which could have its own difficulties if it were to happen mid-term of the contract. VertiQ has decided to implement an escrow account approach to manage storage. At the beginning of the term, customers will estimate the number of GB's they will need to accommodate their legacy storage and the number they will need to accommodate their first year. VertiQ will bill this number at $0.18 per GB, per month at the beginning of the first year and set up an escrow account. Storage that exceeds 1TB will be billed at the rate $0.10 per GB, per month. At the end of year 1 VertiQ will deduct from the escrow account the amount of funds used in year one. For year 2 VertiQ will consult with the customer to determine the estimated amount of storage they will need in year 2 and will add that to the amount used in yearl. VertiQ will compare this amount to the escrow account, if the account has a balance to cover year 2 estimated needs, then there will be no additional billing for storage for year 2. If the balance is not sufficient, VertiQ will bill for the estimate needed less the amount of funds remaining in escrow, if any. The minimum space billed is 1 GB. INCLUDED SERVICES** Logos and Personnel report alterations specific to your agency System Administrator training via WebEx for up to 8 hours will allow you to: Set up users and roles Create menus for all roles Create Customized dropdown lists for all drop downs Create and edit captions Overview of the application Page 39 of 74 ADDITIONALSERVICES There may be a need to provide additional services for you. These services will be quoted separately at our current per diem rate of $1400 or $175/hour. Payment for services is due upon completion of the specific service item and receipt of invoice. Conversion: Due to unknown structure of the source database, we have limited the conversion to specific fields necessary for statistical information. VertiQ will map the key data elements from the old system to the new based upon your field selection. Should any of the selected fields not exist in the COTS CME-V3 version, those fields will need to be configured in both forms and reports and would constitute an additional cost. VertiQ will perform a trial conversion of the existing data up to 60 key fields for statistical purposes including; SSIS kit setup, mapping fields, internal run and testing, adjustment and final conversion. Following mapping, your staff will be required to perform a preliminary and post conversion analysis. VertiQ will albw you 15 days to review the converted data once it has been installed on your server. If you are non -responsive, it will be assumed you have approved the data conversion and you will be invoiced for tie services performed. VertiQ will then perform a final conversion of your data. Prior to the final conversion you will be required to sign off on the converted data and system changes. Customization: Upon further review of the CME-V3 system, you may want to implement some modifications. Such modifications upon review will be completed by VertiQ at our per diem rate. Customization will require establishment of an SOW (Statement of Work) to be approved by both parties. Upor establishment of an SOW, development will be scheduled and then installed on your server. VertiQ will allow you 15 days to review the modifications for sign off once it has been installed on your server. If you are non -responsive, it will be assumed to be approved and you will be invoiced for services performed. HAS NOT BEEN QUOTED Report development: We support the use of Microsoft SQL Reporting Services (SRS) for report development SRS is a free report writing tool with extensive functionality. CME-V3 includes a set of "canned" reports and the ability to glean reports from various form grids. Any additional reports deemed necessary by you to be designed by VertiQ or integrated with another report service will be chargeable at our per diem rate. If there is a field that does not exist in CME-V3, that field will require modification and will constitute additional costs. HAS NOT BEEN QUOTED End User Training: We recommend train the trainer approach to end user training. This could include a person(s). Should end user training be required by VertiQ, either by WebEx or in person, this will constitute a chargeable expense to you. Training can be provided at the customer site and will be charged at our per diem rate plus necessary travel time and expenses. TRAVEL COSTS HAVE NOT BEEN QUOTED Our current Per Diem Rate for Services is $1,400 per day ($175 per hour) plus reasonable travel and related costs_ Please note teat VertiQ will only bill for services after they have been provided. Page 40 of 74 SERVICES TABLE INSERTED HERE VertiQ reserves the right to utilize funds from one service item to another if those funds are available; otherwise a change order will be required. Payment Terms You will be charged for 2 users, $300 monthly, upon installation of the application on the Azure hosted server until moved into production. Your first full Annual Hosted Fee shall be invoiced upon go live. Storage Fees will be charged to you upon installation of data on hosted server. Payment for services is due upon completion of the specific service item and receipt of invoice. All invoices from VertiQ shall be due and payable within thirty (30) days of the date of each invoice. Costs Synopsis: Number of Concurrent Users Annual Hosted Fee: Users $ (5 -year minimum) 1st Year Storage Fees for Images and Documents $ Service Fees One -Time Fee: Estimated Service costs associated with the CME-V3 hosted application taken as is: $ Page 41 of 74 SAMPLE - VERTIQ SOFTWARE L.L.C, END -USER LICENSE AGREEMENT ("Agreement") Date: , 2023 ("Effective Date") Between Company Name: VertiQ Software L.L.C. ("VertiQ") Address: PO Box 787 Morgan Hill, CA 95038 Telephone: (408) 778-0608 Principal Contact: Anthony Kessel, CEO And Customer Name: ("You") Address: Telephone: Principal Contact: VERTIQ'S PRODUCT IS COPYRIGHTED AND LICENSED (NOT SOLD). VERTIQ DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED PRODUCT TO YOU. YOUR LICENSE OF THE LICENSED PRODUCT WILL NOT COMMENCE UNTIL AN AUTHORIZED REPRESENTATIVE OF VERTIQ HAS RECEIVED, APPROVED, AND EXECUTED THIS AGREEMENT. This Agreement consists of 1) the accompanying Terms and Conditions; and 2) the Maintenance and Support Addendum ("Maintenance Addendum"), which are hereby incorporated by reference. Page 42 of 74 BY SIGNING BELOW, IT IS AGREED THAT THIS AGREEMENT, INCLUDING THE ACCOMPANYING TERMS AND CONDITIONS, ITS EXHIBITS AND ITS ADDENDUM/ADDENDA ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT THIS AGREEMENT SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THE AGREEMENT. THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN IT IS EXECUTED BY YOU AS THE CUSTOMER, AND APPROVED AND EXECUTED BY VERTIQ. ACCEPTED BY: APPROVED BY VERTIQ SOFTWARE L.L.C. By: By: Signature Anthony Kessel, CEO Print Name and Title Date: Date: Page 43 of 74 TERMS AND CONDITIONS 25. DEFINITIONS 26. "You or your": Means the single end -user customer organization signing this Agreement. 1.2. Users)": Means Customer employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by Vendor at Customer's request) each of which must be individual and not shared. 1.3. "Product": Is the computer software application for medical examiners, coroners and toxicology laboratories customized by VertiQ for your purposes, and known as 'CME-V3' in object code only, and its accompanying documentation. Product is fully described in Exhibit A. 1.4. "Material Error": Means any material reported and verifiable failure of the Product to perform substantially in accordance with its system specifications. "Material" shall mean an error that prevents use of the Product, or which seriously impacts use of the Product. 1.5. "Error Correction": Means either a modification or addition that, when made or added to the Product, brings the Product into material conformity with its published specifications, or a procedure or routine that, when observed in the regular operation of the Product, avoids the practical adverse effect of such nonconformity. 1.6. "Maintenance Services": Means the maintenance and support services provided by VertiQ pursuant to, and more fully described in, the attached Maintenance Addendum. 1.7. "Upgrades": Shall mean any Error Corrections, Enhancements, software modifications or additions, which are provided at VertiQ's sole discretion pursuant to the Maintenance Addendum. 27. Scope of Rights 28. Grant of License: You are granted a non-exclusive right to use the Product (including any Error Corrections, standard enhancements or Upgrades provided under VertiQ's Maintenance Addendum) for internal use only upon payment of the License Fees, specified in Exhibit B, in machine-readable form. This license specifically prohibits redistribution, transfer or resale of the Product. Page 44 of 74 29. Limitations on Use: You may not use, copy, modify, or distribute the Product (electronically or otherwise), or make any copy, adaptation, transcription, or merge any portion thereof, except as expressly authorized by VertiQ in writing. You may not reverse assemble, reverse compile, or otherwise translate the Product. Your license may not be transferred, leased, assigned, or sub -licensed without VertiQ's prior written consent, which will not be unreasonably withheld. If you copy or modify the Product in any way not expressly authorized by VertiQ, your license is automatically terminated. 30. INSTALLATION 31. Installation: VertiQ will deliver the Product to you and will provide you with installation services at the rates set forth in Exhibit B. VertiQ will not be responsible for delays caused by events or circumstances beyond its reasonable control. 32. YOUR RESPONSIBILITIES 33. Your Responsibilities: You are responsible for the following actions: 12.1. Determining whether the Product will achieve the results you desire; 12.2. Procuring, installing, and operating computers, operating systems, and networking software to run the Product, and providing the hardware and software configuration requirements identified by VertiQ in Exhibit A; 12.3. Providing a proper environment and proper utilities for the computers on which the Product operates; 12.4. Selecting and training your personnel to familiarize them with the operation of the Product; 12.5. Establishing adequate operational back-up provisions in the event of a defect or malfunction that renders the Product or the computer systems on which it runs non -operational; and 12.7 Promptly notifying VertiQ in the event your use of the Product exceeds that set forth in Exhibit B, and paying for any additional fees that result from such excess use. 34. ACCEPTANCE Page 45 of 74 35. Acceptance of Work: Within thirty (30) business days ("Acceptance Period") of delivery by VertiQ of the Product you will examine and test the Product, to determine whether it conforms to its documentation. You will provide VertiQ with a written notice of acceptance of the Product ("Acceptance") within the Acceptance Period or a statement of Material Errors (the "Statement of Errors"). In the event you do not provide VertiQ with a Statement of Errors within the Acceptance Period the Product shall be deemed to be accepted. Within sixty (60) days of receipt of your Statement of Errors, VertiQ, will correct such Material Errors set forth in the Statement of Errors and redeliver the Product to you. The procedure set forth in this Section will be repeated for one more cycle. In the event you do not accept the Product after VertiQ has resubmitted the corrected Material Errors to you for the second time you, at your sole option, may either terminate this Agreement, or extend additional time to VertiQ to correct the reported Material Errors. 36. SERVICES 37. Training: VertiQ shall provide you with training services as part of the services set forth in Exhibit B. 38. Maintenance and Support: (a) VertiQ shall provide maintenance services as set forth in the Maintenance Addendum, at the rates as set forth in Exhibit B. (b) For the first 90 days following installation of the Product, VertiQ shall provide you wEh free maintenance and support services as long as your problems or questions relate directly to the Product. These services will be performed during our regular business hours, 8:00 AM to 5:00 PM PST. (c) For problems or questions relating to third party systems or products, VertiQ shall provide you with support at the rate of $175 an hour or $1,400 for an 8 hour work day. 39. Customization: VertiQ offers customization of the Product for specific in-house requirements. VertiQ provides such customization services at the rates set forth in Exhibit B as part of the services fees. 40. DATA: You acknowledge that data conversion is subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media, that may give rise to loss or damage. VertiQ shall not be liable for any such errors, omissions, delays, or losses, unless caused by its gross negligence or willful act or omission. VertiQ may not be able to perform its responsibilities under this Agreement unless You adopt reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensuue the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data. 41. ESCROW: VertiQ has entered into a separate Source Code Escrow Agreement with Iron Mountain Intellectual Property Management, ("Escrow Agent"), the terms of which shall state that upon the occurrence of any of the following events, subject to certain safeguards of cure by VertiQ, the source code may be released to you: Page 46 of 74 Entry of an order for relief under Title 11 of the United States Code by VertiQ; The making by VertiQ of a general assignment for the benefit of creditors; The appointment of a general receiver or trustee in bankruptcy of VertiQ's business; or Action by VertiQ under any state insolvency or similar law for the purpose of bankruptcy, reorganization, or liquidation. VertiQ has deposited the source code with Escrow Agent, and shall deposit future updates of the source code as they become available. VertiQ shall pay the initial deposit fees levied by Escrow Agent in order to open the escrow account, and shall pay the annual fees to Escrow Agent in order to maintain the escrow account. Should you wish to become a beneficiary of the escrow account, you shall be solely responsible for paying the beneficiary fees which shall be periodically levied upon beneficiaries by Escrow Agent. 42. Fees 43. License Fees: You agree to pay the license fees as set forth in Exhibit B ("License Fees"). Your obligation to pay License Fees shall be independent from any obligation you may have to pay Maintenance Fees under the Maintenance Addendum ("Maintenance Fees"), or the Services Fees and other fees, costs and expenses as set forth in Exhibit B. 44. Maintenance Fees: VertiQ will provide maintenance and support under the Maintenance Addendum and you agree to pay the Maintenance Fees set forth in Exhibit B. 45. Services Fees: VertiQ will provide you with the customization services described in Exhibit B, at the Services Fees set forth there under. 46. Escrow Fees: If you wish to be a beneficiary of the escrow account in Section 7, you agree to pay fees to Escrow Agent as set forth in Section 8. 47. Expenses: Maintenance Fees and Services Fees do not include travel and living expenses ("Expenses") incurred by VertiQ when providing you with such services. You agree to pay promptly the Expenses when and as the services are rendered and/or the Expenses are incurred, upon receipt of an invoice from VertiQ. VertiQ agrees to use the same diligence in controlling Expenses as it uses in its own business. VertiQ reserves the right to require prepayment or advance deposit for Maintenance Fees, Services Fees or Expenses, at its discretion. 48. Payment Terms: You agree to the payment terms as set forth in Exhibit B. All invoices from VertiQ shall be due and payable within thirty (30) days of the date of each invoice. 49. No Refund: Except as provided in Section 65. (Right to Cure), License Fees, Maintenance Fees, Services Fees, Expenses, and Late Charges, when paid to VertiQ, are not refundable. 50. Late Charges: If any License Fees, Maintenance Fees, Services Fees, and Expenses are not paid when due, VertiQ may, at its option, charge interest at a rate of one and one-half percent (1 1/2%) per month (eighteen percent (18%) per annum) or, if less, the highest rate allowed by applicable law from the date such fee or charge first became due. Page 47 of 74 51. Taxes: You are responsible for sales or use taxes, and state or local property or excise taxes associated with your licensing, possession, or use of the Product, modifications, or any associated services. 52. WARRANTES Warranty: VertiQ warrants for a period of ninety (90) days after installation of the Program, for your benefit alone, that the Program, when operated with the equipment configuration and in the operating environment specified by VertiQ, will perform substantially in accordance with the technical specifications or end -user documentation. VertiQ does not warrant that the Program will be error -free in all circumstances. In the event of any material defect or error covered by such warranty, you agree to provide VertiQ with sufficient detail to allow VertiQ to reproduce the defect or error. The term `Material Defect", shall mean a defect or error that either prevents use of the Program, or seriously impacts the use of the Program. As your exclusive remedy for any Material Defect or error in the Program covered by such warranty, and as VertiQ's entire liability in contract, tort, or otherwise, VertiQ will correct such error or defect at VertiQ'r facility by issuing corrected instructions, a restriction, or a bypass. If VertiQ is unable to correct such material defer or error after a reasonable opportunity, at your sole option, VertiQ will refund the license fees paid for such Program. However, VertiQ is not responsible for any defect or error not reported during the warranty period or any defeC or error in a Program you have modified, misused, or damaged. 53. disclaimer of Warranties 54. Limitation of Liability: VERTIQ SHALL HAVE NO LIABILITY FOR THE PRODUCT, MODIFICATIONS, OR ANY SERVICES PROVIDED, INCLUDING ANY LIABILITY FOR NEGLIGENCE; VERTIQ MAKES AND YOU RECEIVE NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND VERTIQ SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE. VERTIQ DOES NOT WARRANTOR PROMISE THAT THE PRODUCT DELIVERED WILL BE ERROR FREE. 55. Limitation cf Liability; Exclusion of Consequential Damages: The cumulative liability of VertiQ to you for any and all claims relating to the Product and any services rendered under this Agreement, in contract, tort, or otherwise, shall not exceed the total amount of all License Fees paid to VertiQ for the Product within the prior year. This limitation shall not apply to the indemnification provided in Paragraph 63. (Indemnification). In no event shall VertiQ be liable to you for any consequential, indirect, special, or incidental damages, even if VertiQ has been advised of the possibility of such pDtential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of :he success or effectiveness of other remedies. 56. OWNERSHF 57. Ownership, VertiQ shall have sole right, title, and interest in and to the Product and all documentation relating to the Prodlact (including its development or its operation, testing or use, and all reports and copies created), and all intellectual property rights associated with the Product (including, without limitation, rights to copyrights, patents, trade secrets, and know-how). This Agreement does not provide you with title or ownership of the Product, but only a right of limited use under this license. 58. VertiQ MARKETING Page 48 of 74 59. Reference Site: You grant authorization to VertiQ to use your name in connection with VertiQ's marketing of the Product. 60. CONFIDENTIAL INFORMATION 61. "Confidential Information": Of a party (the "Disclosing Party") means any and all technical and non -technical information (including, but not limited to, patent, copyright, trade secret, and proprietary information) related to the current, future and proposed business, products and services of the Disclosing Party, Disclosing Party's suppliers and customers, and information concerning development, design details and specifications, customer lists, business forecasts, sales, and marketing plans and any other similar information or data which is disclosed to the other party ("Receiving Party"). "Confidential Information" also includes proprietary or confidential information of any third party that may disdose such information to the Disclosing Party or the Receiving Party in the course of the Disclosing Party's business. Confidential Information does not include information, technical data or know-how which: (i) is in the Receiving Party's possession at the time of disclosure as shown by the Receiving Party's files and records immediately prior to the time of disclosure or other credible evidence; (ii) before or after it has been disclosed to the Receiving Party, enters the public domain, not as a result of any action or inaction of the Receiving Party; (iii) is approved for release by written authorization of the Disclosing Party; (iv) is disclosed to the Receiving Party by a third party not in violation of any obligation of confidentiality; or (v) is independently developed by the Receiving Party without reference to Confidential Information. During the Term of this Agreement and thereafter, the Receiving Party will (a) use the Confidential Information of the Disclosing Party solely for the purposes set forth in this Agreement, (b) take suitable precautions and measures to maintain the confidentiality of the Confidential Information of the Disclosing Party, and (c) not disclose or otherwise furnish the Confidential Information of the Disclosing Party to any third party other than employees or contractors of the Receiving Party who have a need to know such Confidential Information to perform its obligations under this Agreement, provided such employees or contractors are obligated under confidentiality obligations substantially similar to those set forth herein. 62. Injunctive Relief: Each party acknowledges that, in the event of breach of the foregoing provision, the Disclosing Party will not have an adequate remedy in money or damages. The Disclosing Party shall, therefore, be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request without the necessity of posting a bond. The Disclosing Party's right to obtain injunctive relief shall not limit its right to seek further remedies. 63. Indemnification 64. Indemnification: If a third party claims that the Product infringes any U.S. patent, copyright, or trade secret, VertiQ will (as long as you are not in default under this Agreement or any other agreement with VertiQ) defend you against such claim at VertiQ's expense and pay all damages that a court finally awards, including reasonable attorneys' fees, provided that you promptly notify VertiQ in writing of the claim, allow VertiQ to control the defense of such claim, and cooperate with VertiQ in the defense or any related settlement negotiations. Page 49 of 74 65. Right to Cure: If such a claim is made or appears possible, VertiQ may, at its option, secure for you the right to continue to use tie Product, or modify or replace the Product so it is non -infringing, or, if neither of the foregoing options is available in VertiQ's judgment, require you to return the Product for a credit equal to the portion of previously paid License Fees allocable to the remaining term of your license. 66. No Obligation: VertiQ has no obligation for any claim based on (a) a modified version of the Product, or its combination, operation, or use with any product, data, or apparatus not provided by VertiQ, or (b) any data provided by you. THIS PARAGRAPH STATES VERTIQ'S ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT. 67. TERM AND TERMINATION 68. Term: The term of your license is from the Effective Date above and shall continue thereafter, unless terminated sooner according to the terms of this Agreement. Upon termination, you agree to return promptly all copies of the Product and to provide a written certification, duly signed by a senior executive at your organization, attesting to the fact that all copies of the Product have been returned by you to VertiQ and that you have promptly ceased all use of the Product. 69. Material Breach: This Agreement may be terminated: 1) by either party upon a material breach by the other party of the terms of this Agreement, which breach has not been cured within thirty (30) days after the breaching party has received written notice thereof; 2) by VertiQ, upon fifteen (15) days written notice, in the event of any delinquency of your payment of amounts due hereunder; or 3) by the non -breaching party upon three (3) days written notice in the event of breach of Section 60. (Confidential Information). 70. Survival: Notwithstanding the termination of this Agreement for any reason, the rights and duties of the parties under Sections 20. (License Fees), 56. (Ownership), 60. (Confidential Information), and 63. (Indemnification) shall survive such termination and remain in full force and effect. 71. GENERAL 72. Assignment This Agreement shall not be assignable by you without the prior written consent of VertiQ. 73. Waiver of Construction Against the Drafter: This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either of the parties to this Agreement. 74. Severability: In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT, IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE !AILED OF ITS ESSENTIAL PURPOSE, ALL OTHER LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT. 75. Notices: All notices or other communications required to be given under this Agreement shall be in writing and delivered either personally or by U.S. mail, certified, return receipt requested, postage prepaid, and addressed as provided in this Agreement or as otherwise requested by the receiving party. Notices delivered personally shall be Page 50 of 74 effective upon delivery and notices delivered by mail shall be effective upon their receipt by the party to whom they are addressed. 76. Governing Law: This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of California as they apply to a contract made and performed in such state. Venue for any dispute under this Agreement shall be California. 77. Modifications and Waivers: This Agreement may not be modified except by a writing signed by authorized representatives of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in a writing signed by an authorized representative of the party waiving its rights. The non -enforcement or waiver of any provision on one (1) occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. It is agreed that no use of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement. 78. Force Majeure: Neither party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond the parties' reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. In the event of any such delay, either party may defer any delivery dates for a period equal to the time of such delay. Notwithstanding the foregoing, if either party is in default under this Section for more than forty five (45) days, the non defaulting party may terminate this Agreement. 79. No Set Off: Notwithstanding anything to the contrary in this Agreement, you waive your right to suspend or set off any payment obligation to VertiQ on any basis whatsoever. 80. Mediation: The parties agree that they shall endeavor to settle any dispute that arises under this Agreement by mediation in California. The parties shall in good faith select a third party neutral to conduct the mediation. In the event that the parties cannot agree on a third party neutral to conduct the mediation, the parties hereby agree to use a third party neutral referred by the American Arbitration Association ("AAA") ADR Referral Service who will conduct the mediation in accordance with the AAA Rules for Mediation. The cost of the mediation shall be equally divided between the parties. 81. Arbitration: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof that fails to settle by mediation, shall be settled by binding arbitration in California, administered by the AAA in accordance with its then current Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator may award monetary damages, punitive damages, injunctive relief, rescission, restitution, costs and attorneys' fees. The arbitration award shall be final and binding regardless of whether one of the parties fails or refuses to participate in the arbitration. The arbitrator shall not have the power to amend this Agreement in any respect. Notwithstanding the foregoing, the parties agree that this Section does not apply to the breach of provisions pertaining to confidentiality and proprietary rights, and that either party may petition a court of law for injunctive relief and such other rights and remedies as it may have at law or equity against such breaches. Page 51 of 74 82. Attorneys' Fees: In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and other costs and expenses incurred in resolving such dispute. Page 52 of 74 EXHIBIT A AUTHORIZED USE: You are authorized to use the Product in the following location(s): DESCRIPTION OF PRODUCT: CME-V3 Case Management Software for Coroners and Medical Examiners EXHIBIT B FEES AND PAYMENT TERMS FEES 1. License Fees for concurrent users $ User(s)" means Customer employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by Vendor at Customer's request) each of which must be individual and not shared. 2. Services Fees: days @ $1,400 per day (see detail below) 3. Reasonable travel costs: _ trips 4. Maintenance and Support Fees 20% of License Fees = $ per annum 5. Escrow Fees (Optional - to be paid to Escrow Agent) $950 per annum All fees are exclusive of any applicable sales taxes and any Expenses (as defined in this Agreement). SERVICES Page 53 of 74 Estimated Range of chargeable services: INSERT SERVICES TABLE HERE LICENSE FEE PAYMENT TERMS The payment terms to VertiQ are as follows: 1St PAYMENT: You shall be invoiced for 75% of License Fees upon successful installation of the Product at your location if applicable. 2r' PAYMENT You shall be invoiced for 25% of License Fees upon successful installation of customized data entry forms. SERVICES FEE PAYMENT TERMS Services Fees, if incurred, will be invoiced on a monthly basis. All invoices from VertiQ shall be due and payable within thirty (30) days of the date of each invoice. Page 54 of 74 MAINTENANCE AND SUPPORT ADDENDUM TO THE END USER LICENSE AGREEMENT 1. Introduction This Maintenance and Support Addendum ("Addendum") to the End User License Agreement between VertiQ and you ("License Agreement"), dated , 2023 ("Effective Date") and is made part of the License Agreement and is incorporated by reference. All definitions and changed terms specified in this Addendum shall supersede and replace the terms specified in the License Agreement where applicable, for purposes of this Addendum only. The unmodified parts of the License Agreement shall be as stated therein and shall apply to this Addendum. 2. DEFINITIONS 2.1 "User Support" means a designated user asking VertiQ for help relating to the functionality of the Product, by telephone or Internet. 2.2 "Enhancement" means any standard modifications or additions that, when made or added to the Product, materially changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. VertiQ may designate Enhancements as standard or major, depending on its assessment of their value and of the functionality added to the Product. VertiQ reserves the right to charge additional upgrade fees for Major Enhancements. 2.3 "Major Enhancement" means a major modification, Enhancement, or additional module that VertiQ may distribute for an additional license fee. 2.4 "Error" means any reported and reproducible failure of the Product to perform substantially in accordance with its end -user documentation. 2.5 "Error Correction" means either a modification, patch or work around, that, when made or added to the Product, brings the Product into material conformity with the end -user documentation, or a procedure or routine that, when observed in the regular operation of the Product, avoids the practical adverse effect of such nonconformity. 2.6 Terms Not Defined. Any term not specifically defined in this Maintenance Addendum has the meaning ascribed to that term in the License Agreement. 3. Term 3.1 Maintenance Term. The maintenance term for the Product commenced on the date you accepted the Product (as defined in the License Agreement), after which you shall enter into this Agreement for continued maintenance. The maintenance term shall continue for an initial period of one (1) year from the Effective Date of this Agreement, and shall automatically renew thereafter for subsequent terms of one (1) year each ("Maintenance Term") during the term of the License Agreement. Either party may Page 55 of 74 terminate this Agreement by giving the other party at least thirty (30) days' written notice prior to the expiration of the then current one (1) year term. 4. Scope of Maintenance 4.1 Support. During the maintenance term, VertiQ agrees to provide basic maintenance and services in support of the Product. VertiQ shall provide support to a single member (liaison) of your technical support team, designated by you, who is technically qualified in computer software ("Technical Contact"). Basic maintenance services shall consist of: Error! Reference source not found.l. Error Correction. VertiQ shall be responsible for using reasonable diligence to correct verifiable and reproducible Errors when reported to VertiQ in accordance with its standard reporting procedures. The Error Correction, when completed, may be provided in the form of a "temporary fix," consisting of sufficient programming and operating instructions to implement the Error Correction. Notwithstanding the foregoing, VertiQ reserves the right, at its sole discretion, to schedule its Error corrections, except for Material Errors. Error! Reference source not found.2. Support. VertiQ shall provide you access to Telephone and electronic mail during normal business hours (8.00 AM to 5.00 PM Pacific Standard Time Monday — Friday excluding holidays) that allows you to report problems in the functionality of the Product. Calls or emails will be addressed to 1-800-222-7947 or V3TechSupport@vertix.com. This includes all external user access fcr expected death agencies and any other outside agency, County or otherwise, that the Customer has allowed access to the application. Error! Reference source not found.3. Remote Access. VertiQ shall provide you with remote assistance, provided thatyou maintain a VPN connection to your system and have the appropriate communications software. Remote diagnostics include: (a) diagnostic or corrective actions necessary to restore proper operation of Product; (b) diagnostic analysis to assist in determining the cause of the reported problem; (c) correction of data file problems; and (d) downloading of Error Corrections or Enhancements. 4.2 Upgrades. VertiQ may, from time to time, issue new releases of the Product, containing Error Corrections aid/or Enhancements to customers during the term of this Maintenance Addendum. Because Upgrades are cumulative, each Upgrade is useful only if you have obtained and installed all prior applicable Upgrade. Failure to install a new Upgrade within one hundred eighty (180) days of receipt will void this Maintenance Addendum. Page 56 of 74 4.3 Staff. VertiQ shall maintain a trained staff capable of rendering the services set forth in this Maintenance and Support Addendum. 4.4 Other Training. VertiQ may provide, from time to time at its sole discretion, training services at its offices in which you may participate. Participation is limited to not more than one training per year to any one member of your organization. 5. ADDITIONAL OPTIONAL SERVICES 5.1 Additional Services. VertiQ may, from time to time, offer Major Enhancements to its customers, generally for an additional charge. Any required training relating to Major Enhancements is subject to payment of VertiQ's normal per diem charge (at the rate of $175 an hour or $1,400 for an 8 hour work day) plus Expenses, as set forth in the License Agreement. 6. SERVICES NOT COVERED BY MAINTENANCE 6.1 Exceptions. Maintenance and support do not cover the following: Error! Reference source not found.1. Any problem caused by modifications to any version of the Product not made or authorized by VertiQ; Error! Reference source not found.2. Any problem resulting from computer programs other than the Product; Error! Reference source not found.3. Any problem resulting from the combination of the Product with such other computer software or hardware to the extent such combination has not been approved by VertiQ; Error! Reference source not found.4. Any problem or Error in custom Modifications not authorized by VertiQ; or 6.1.5. Any problem resulting from the misuse, alteration, or damage of the Product by you. Page 57 of 74 6.1.6. Installation at the customer site other than initial installation. The software comes with installation instructions. Maintenance does not include free of charge installation of new releases, additional installations of the software for new servers or testing environments except as defined in section 4.1, Support. 6.1.7. Intermittent problems that cannot be reproduced at will. You are responsible for paying VertiQ's normal charges and expenses for time or other resources provided by VertiQ to diagnose or attempt to correct any such problems. VertiQ will not be responsible for delays caused by events or circumstances beyond its reasonable control. 6.2 Reactivating Maintenance. In the event you do not purchase maintenance and support services from VertiQ, and choose to enter into a new maintenance and support addendum at a later date, an additional start up fee will be charged, dependent upon how many Upgrades, have been made from the expiration date of your prior Maintenance Addendum. Failure to pay Maintenance Fees may result in termination of the License Agreement. 7. Error Reporting 7.1 Your Cooperation. You agree to notify VertiQ promptly following the discovery of any reproducible Error. Further, upon discovery of an Error, you agree, if requested by VertiQ, to submit to VertiQ a listing of output and any other data that VertiQ may require in order to reproduce the Error and the operating conditions under which the Error occurred or was discovered. 8. Fees 8.1 Initial Annual Maintenance Fees. The initial annual maintenance fees for the Product are set forth in Exhibit B attached to the License Agreement, and are due and payable annually in advance ("Annual Maintenance Fees"). Annual maintenance fees are not refundable. Fees are subject to increase by Iron Mt. 8.2 Expenses. Annual Maintenance Fees do not include optional products and services, consulting services, travel expenses, or the costs of any recommended hardware or third party software. You agree to pay such fees and costs, as and when such services are rendered and/or the expenses are incurred, as invoiced by VertiQ within thirty (30) days of receipt of invoice. VertiQ reserves the right to require pre- payment or advance deposit for such additional charges or expenses. 8.3 Use and Restrictions. Your rights and obligations concerning the use of any Error Corrections, standard Enhancements, Major Enhancements, or Upgrades (or any other programming provided by Page 58 of 74 VertiQ, regardless of its form or purpose) shall be governed by the License Agreement VertiQ shall have sole and exclusive ownership of all right, title, and interest in and to such works (including ownership of all copyrights, patent rights, trade secret rights and other intellectual property rights pertaining thereto), subject only to the License Agreement Unless otherwise agreed, you are entitled to make and use only the number of copies of such works as you are authorized to use under the License Agreement 8 4 Fee Increases At any time following the expiration of the first year of maintenance, VertiQ may increase the Annual Maintenance Fees upon thirty (30) days written notice to you 8 5 Late Charges All payments are due within thirty (30) days' receipt of invoice Fees or expenses not paid by you when due shall be subject to late charges as set forth in the License Agreement 9 WARRANTY AND REMEDIES 9 1 Limited Warranty VertiQ shall perform its services hereunder in a workmanlike manner Notwithstanding the addition of any Error Correction, Enhancement, or release to the Product for purposes of the License Agreement, VertiQ's obligation to correct Errors in such additions shall be limited to the maintenance terms of this Addendum EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH, VERTIQ SHALL HAVE NO LIABILITY FOR THE PRODUCT OR ANY SERVICES PROVIDED, INCLUDING ANY LIABILITY FOR NEGLIGENCE, VERTIQ MAKES AND YOU RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS ADDENDUM OR ANY OTHER COMMUNICATION, AND VERTIQ SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE 10 Default 10 1 Failure to Pay Fees Should you fail to pay any fees or charges when due, or fail to carry out any other obligation under this Addendum, VertiQ may, at its option, in addition to other available remedies, terminate this Addendum or suspend maintenance and support services, provided that it first gives you fifteen (15) days prior notice in order to permit you to cure such default Maintenance coverage will automatically terminate with respect to any copies of Product that are no longer licensed for use under the License Agreement, whether as a result of expiration or termination of such license or replacement of such copies with new Upgrades Failing to install an Upgrade as set forth in this Agreement shall constitute an event of default Page 59 of 74 IN WITNESS V"HEREOF, the undersigned have signed this Maintenance Addendum as effective the day and year first above written. Agreed and Accepted by: By: Signature Print Name z nd Title Dated: Agreed and Accepted by VertiQ Software LLC: By: Anthony Kessel, CEO Dated: b. ADA Compliance with Sections 508 and 255 — Provi Je a statement of acknowledgment or completion of a Voluntary Product Accessibility Template (Vpat) indicating compliance with Section 508 (of the United States Workforce Reha Jilitation Act of 1973) and Section 255 (of the Americans with Disabilities Act) standards. Our z pplication is ADA Accommodating. The WCAG 2.0 guidelines have a three -tiered grad ng system: Level A: Your product is only accessible to some users. Level AA: Your product is accessible to almost all users. Level AAA: Your product is accessible to all users. Page 60 of 74 Our accessibility compliance is as follows:_ • • • Don't use flashing lights (Disability: Physical / Visual - WCAG Level: A) Use high color contrast (Disability: Visual) - WCAG Level: AA) Provide consistent UI components (Disability: cognitive/ Visual - WCAG Level AA) • Provide more than one way to locate a page (Disability: Cognitive / Visual / Physical - WCAG Level: AA) • Make time limits adjustable or not essential (Disability: Cognitive / Visual / Physical - WCAG Level: A) • Allow users to re -authenticate without losing data (Disability: Cognitive / Visual / Physical - WCAG Level: AAA) • Use responsive layouts and don't restrict the layout to portrait or landscape (Disability: Visual / Physical - WCAG Level: AA) c. Provide a signed Vendor Certification document (from Appendix B of this RFP.) Section 8- C: Appendix B: Vendor Certification This certification attests to the vendor's awareness and agreement to the content of this RFP and all accompanying calendar schedules and provisions contained herein. The vendor must ensure that the following certificate is duly completed and correctly executed by an authorized officer of your company. This proposal is submitted in response to RFP # B2300077 issued by Weld County. The undersigned is a duly authorized officer, hereby certifies that: VertiQ Software LLC. (Vendor Name) agrees to be bound by the content of this proposal and agrees to comply with the terms, conditions, and provisions of the referenced RFP and any addendum thereto in the event of an award. Exceptions are to be noted as stated in the REP. The proposal shall remain in effect for a period of 6 months as of 5/16/2023. The undersigned further certify that their firm (check one): c IS X IS NOT Page 61 of 74 currently deba rred, suspended, or proposed for debarment by any federal entity. The undersigned agree to notify Welc County of any change in this status, should one occur, until such time as an award has been made urder this procurement action. Person[s] autf orized to negotiate on behalf of this firm for purposes of this RFP are: N ame: Cheryl Rossi Signature: Title: Sales Manager Date: 05/30/2023 N ame: Title: Signature: Date: Signature of Authorized Officer: N ame: Anthony Kessel Signature: Title: CEO Date: 05/30/2023 d. Provide a CJIS Security Addendum Certification, if applicable (from Appendix C of this RFP) Section 8- C: Appendix C CJIS Security Addendum CERTIFICATION VertiQ Software does not have direct access to criminal history records therefore we feel this is not applicable. I hereby certify that I am familiar with the contents of (1) the Security Addendum, including i s legal authority and purpose; (2) the NCIC Operating Manual; (3) the CJIS Security Policy; and (4) Title 28, Code of Federal Regulations, Part 20, and agree to be bound by -heir provisions. I re:ognize that criminal history record information and related data, by its very nature, is sensitive and has potential for great harm if misused. I acknowledge that access to criminal history record information and related data is therefore limited to the purpose(s) for which a government agency has entered into the contract incorporating this Security Addendum. I understand that misuse of the system by, among other things: accessing it without authorization; accessing it by exceeding authorization; accessing it for an improper purpose; using, disseminating or re -disseminating informatio i received as a result of this contract for a purpose other than that envisioned by the cor tract, may subject me to administrative and criminal penalties. I understand that accessing the system for an appropriate purpose and then using, disseminating or re-dissem nating the information received for another purpose other than execution of the contra 3t also constitutes misuse. I further understand that the occurrence of misuse does not depend upon whether or not I receive additional compensation for such Page 62 of 74 authorized activity. Such exposure for misuse includes, but is not limited to, suspension or loss of employment and prosecution for state and federal crimes. The entire CJIS Security policy is found here: http://www.fbi.gov/about-us/cjis/cjis-security-policy-resource-center/view Printed Name/Signature of Contractor Employee Date Printed Name/Signature of Contractor Representative Date Organization and Title of Contractor Representative e List details of any litigation the vendor or any of its subsidiaries or affiliates has had in the past three (3) years as well as any that are currently in litigation. None. Not Applicable f Provide any additional information that will aid in evaluation of the Contractor's qualifications with respect to this project. Include any relevant vendor -supplied specifications and data sheets. Additional Information Please see the below statement & exceptions, official hosted quote and official on-prem quote: Statement and Exceptions: We greatly appreciate Weld County providing us with the opportunity to propose our case management solution. As stated throughout our proposal, we are a leader in this industry, and we currently have many clients within the state of Colorado. We believe that with our knowledge, understanding and Colorado clients we would be a great fit for the Weld County Coroner. We faced a few challenges with assessing the costs and time that would be associated with this project. We feel that there was very little to no information provided within the scope of this RFP regarding the objectives / expectations of the various integrations except for NMS and EDR. We further believe that the provided cost proposal could be reduced upon exploration of the integration details. Page 63 of 74 We would like to provide an exception to the agreement that was included as part of the RFP as seen below: Weld County Request for Proposal - RIP # 62300071 Coroner Case Management Software Solution 1.= Compensation. Upon Contractor's successful completion of the Work and Ccunty's acceptance of the same. County agrees 14 pay Contractor as set forth in the Proposal Nc payment n excess of that set forth in the Exhibits will be made by County unless a Change Oder authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code 14 t any Sime-dusinii-the termer abet tmn tnat≥oa r_ p ti • pi bQun a►e. bet forth in thiic Agreement then upon written notice ell such deleaninatil[a and 1 I Ctuc4y- Upon termination or expiration of this Agreement, unexpended funds advanced by Cwnty, if any. shall forthwith be returned to County County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terns of this Agreement Unless expressly enumerated in the attached Exhibits. Contractor shell not be entitled to be paid for any other expenses (e g mileage). Notwithstanding anything to the contras'y contained in this Agreement County shall have no obligations under this A eenent after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a buiget adopted by the Board of County Commissioners in compliance with Arlkle 25 Tide 30 of the Colorado Revised Statutes. the Local Government Budget Law (C R S 29-1.101 el sc ) and the TABOR Amendment (Colorado Constitution Article X, Sec, 20) Page 64 of 74 CM= Quotation for Weld County Coroner Hosted Case Management Database 06/01/2023 This Quote Is For The CME-V3 Base Application And Does Not Include Services For customization/Configuration or related services Product: CME-V3 Hosted CME Hosted is an "off the shelf' case management program offered via Software as a Service (SAAS) and was designed to be an alternative to a customized CME application residing on servers at the Customer's location. As a CME Hosted customer, you are not purchasing a perpetual license to the Program. You are granted a non-exclusive, annually renewable right to use the Program. CME Hosted customer's annual usage fee includes any VertiQ Updates to the application, initial usage training and ongoing support and complete set up specifically for their agency. DURATION OF TERM Customer agrees to an initial Term of 5 years (60 months), during which no rate or fee increases shall occur, except to the extent Customer may add new users or projected data storage limits are exceeded. The charge for the new user will be equal to the then current user fee in effect at the time of renewal times the number of new users. There after automatically renewing for successive one-year terms at Vendor's then current fees, unless terminated by either Customer or VertiQ pursuant to Section 10 of the Agreement. # of Concurrent Users Annual Fee 9 Users $16,200 * You will be charged for 2 users, $300 monthly, upon installation of the application on the Azure hosted server until moved into production. User(s)" means Customer employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by Vendor at Customer's request) each of which must be individual and not shared. DATA STORAGE LIMITS: Page 65 of 74 The CME Hcsted Fee provides for unlimited storage of the database. Annual Fees Legacy Doc. ments/Images Storage GB/Mo $TBD $TBD 1St Annual growth increase @$.18/GB/Mo Total Annual Payment 1St Year $TBD Managing th 3 amount of storage needed is always difficult process. Choosing an amount that may not be E nough could require approvals, which, could have its own difficulties if it were to happen mid- erm of the contract. VertiQ has decided to implement an escrow account approach to manage s orage. At the beginning of the term, customers will estimate the number of GB's they will nee i to accommodate their legacy storage and the number they will need to accommodate e their first year. VertiQ will bill this number at $0.18 per GB, per month at the beginning of the first year and setup an escrow account. Storage that exceeds 1TB will be billed at the rate $0.10 per GB. per month. At the end of year 1 VertiQ will deduct from the escrow account the amount of funds used in year one. For year 2 VertiQ will consult with the customer to determine the estimated amount of storage they will need in year 2 and will add that to the amount usec in yearl . VertiQ will compare this amount to the escrow account, if the account has a balance to cover year 2 estimated needs, then there will be no additional billing for storage for year 2. If the balance is not sufficient, VertiQ will bill for the estimate needed less the amount of funds remaining in escrow, if any. Minimum space billed is 1 GB. INCLUDED SERVICES** • Logas and Personnel report alterations specific to your agency • System Administrator training via WebEx for up to 8 hours will allow you to: o Set up users and roles a Create menus for all roles c Create Customized dropdown lists for all drop downs c Overview of the application ADDITIONAL SERVICES There may t e a need to provide additional services for you. These services will be quoted separately a our current per diem rate of $1400/day or $175/hour. Payment for services is due upon completion of the specific service item and receipt of invoice. Conversion: Due to unknown structure of the source database, we have limited the conversion to specific fields necessary for statistical information. VertiQ will map the key data elements from the old syste m to the new based upon your field selection. Should any of the selected fields not exist in the COTS CME-V3 version, those fields will need to be configured in both Page 66 of 74 forms and reports and would constitute an additional cost VertiQ will perform a trial conversion of the existing data up to 60 key fields for statistical purposes including, SSIS kit setup, mapping fields, internal run and testing, adjustment and final conversion Following mapping, your staff will be required to perform a preliminary and post conversion analysis VertiQ will allow you 15 days to review the converted data once it has been installed on your server If you are non -responsive, it will be assumed you have approved the data conversion and you will be invoiced for the services performed VertiQ will then perform a final conversion of your data Prior to the final conversion you will be required to sign off on the converted data and system changes Customization Upon further review of the CME-V3 system, you may want to implement some modifications Such modifications upon review will be completed by VertiQ at our per diem rate Customization will require establishment of an SOW (Statement of Work) to be approved by both parties Upon establishment of an SOW, development will be scheduled and then installed on your server ,VertiQ will allow you 15 days to review the modifications for sign off once it has been installed on your server If you are non -responsive, it will be assumed to be approved and you will be invoiced for services performed HAS NOT BEEN QUOTED Report development We support the use of Microsoft SQL Reporting Services (SRS) for report development SRS'is a free report writing tool with extensive functionality CME-V3 includes a set of "canned" reports and the ability to glean reports from various form grids Any additional reports deemed necessary by you to be designed by VertiQ or integrated with another report service will be chargeable at our per diem rate If there is a field that does not exist in CME-V3, that field will require modification and will constitute additional costs HAS NOT BEEN QUOTED End User Training We recommend train the trainer approach to end user training This could include a person(s) Should end user training be required by VertiQ, either by WebEx or in person, this will constitute a chargeable expense to you Training can be provided at the customer site and will be charged at our per diem rate plus necessary travel time and expenses TRAVEL COSTS HAVE NOT BEEN QUOTED Our current Per Diem Rate for Services is $1,400 per day ($175 per hour) plus reasonable travel and related costs Please note that Verb() will only bill for services after they have been provided Page 67 of 74 Project Services Days Costs Estimated Installatic become tie n of production a test application application, which will Included $0.00 DEVELOPMENT information that requests NMS. requisitio specimer with that data. results within party VertiQ's results. methods Bidirecti Work will NME will with allow slow CME-V3 Dnal from 1 and form submission. team NMS includes running Integration for for Note: protocols. the test in that to is to the the sending application configure CME-V3 configure of sent the NMS the export will importing incoming generation accompany is the NMS with application includes the of a web report information for processes toxicology web of responsible NMS toxicology using services service of from the - the to Flat Fee $5,000 the working related their to Inclades invc►lved Ths CUE. and This NMS only by Tox Toxicology application that Tie Integrations: Central Square, ApplicationXtender, 20/20 Imaging, Corhio Spillman, 48 $67,200.00 REPORTS V3 your existing Canned logo reports header Reports and - VertiQ personnel will configure to our Included $0.00 Project Management 2 $2,800.00 TRAINING Client and Se go -lip vices e support. - Walk-throughs, training 7 $9,800.00 Sub -Tota Conversion Costs 57 $84,800.00 15% New Client Discount ($4,240.00) Page 68 of 74 Total Conversion Costs 57 $80,560 00 VertiQ reserves the right to utilize funds from one service item to another if those funds are available, otherwise a change order will be required Payment Terms I You will be charged for 2 users, $300 monthly, upon installation of the apphcathon on the Azure hosted server until moved into production 2 Your first full Annual Hosted Fee shall be invoiced upon go live 3 Storage Fees will be charged to you upon installation of data on hosted server 4 Payment for services is due upon completion of the specific service item and receipt of invoice All invoices from VertiQ shall be due and payable within thirty (30) days of the date of each invoice This quotation is valid for 90 days Costs Synopsis Number of Concurrent Users Annual Hosted Fee 9 Users $16,200 (5 -year minimum) Storage Fees for Images and Documents (Not Provided) $TBD Service Fees One -Time Fee Estimated Service costs associated with the CME-V3 hosted application taken as is $80,560 Total 10 Year Costs $96,760 Page 69 of 74 CME V-3 License Quotation for Weld County Coroner In -House Case Management Database 06/01/2023 This Quote Is for The CME-V3 Base Application and Does Not include Customization/Configuration or related services 1. Software _icense Fees for CME-V3 You are granted a non-exclusive right to use the Product (including any Error Corrections, standard enhancements or Upgrades provided under VertiQ's Maintenance Addendum) for internal use only upon payment of the License Fees. Number of Concurrent User Licenses: One -Time Fee: Up to 9 $55,220 User(s)" means Customer employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by Vendor at Customer's request) each of which must be individual and not shared. 2. Service fees apply to customization, training and support during the implementation of CME-V3 at a customer. Installation: nstallation by VertiQ cannot begin until your IT Department has a server in place with all of the minimal r?commendations as supplied in our 'Hardware/Software Requirements' document. VertiQ will not instal unless your server is properly prepared. Vertiq can assist in helping the customer set up the server for an additional charge this includes and is limited to IIS configuration, SQL Vertiq DB restores and updates. Vertiq is able :o perform the installation more effectively while having VPN full access to the test server and database If Vertiq is not provided with full VPN access we have found that there is additional time needed to pe -form the install. This will constitute a chargeable expense. There should be both a testing and productic n environment set up. Conversion: Jue to unknown structure of the source database, we have limited the conversion to specific fields necessary for statistical information. VertiQ will map the key data elements from the old system to the new based upon your field selection. Should any of the selected fields not exist in the COTS CME-V3 version, those fields will need to be configured in both forms and reports and would constitute an additional cost. VertiQ will perform a trial conversion of the existing data up to 60 key fields for stat-stical purposes including; SSIS kit setup, mapping fields, internal run and testing, adjustment a id final conversion which equates to 5 days. Page 70 of 74 Following mapping, your staff will be required to perform a preliminary and post conversion analysis VertiQ will allow you 15 days to review the converted data once it has been installed on your server If you are non -responsive, it will be assumed you have approved the data conversion and you will be invoiced for the services performed VertiQ will then perform a final conversion of your data Prior to the final conversion you will be required to sign off on the converted data and system changes Customization Upon further review of the CME-V3 system, you may want to implement some modifications Such modifications upon review will be completed by VertiQ at our per diem rate Customization will require establishment of a DETAILED REQUIREMENT DOCUMENT (DRD) to be approved by both parties Upon establishment of an DRD, development will be scheduled and then installed on your server DRD setup and development for configuration would constitute an additional cost VertiQ will allow you 15 days to review the modifications for sign off once it has been installed on your server If you are non -responsive, it will be assumed to be approved and you will be invoiced for services performed Report development We support the use of Microsoft SQL Reporting Services (SRS) for report development SRS is a free report writing tool with a lot of functionality CME-V3 includes a robust set of "canned" reports and the ability to glean reports from various form grids Any additional reports deemed necessary by you to be designed by VertiQ or integrated with another report service will be chargeable at our per diem rate If there is a field that does not exist in CME-V3, that field will require modification and will constitute additional costs Training Navigation VertiQ will provide WebEx training to show your users how to navigate through the CME application in order for them to perform duties associated with SOW development, modification design and data conversion review System Administrator Training via WebEx Your internal system administrator will need to learn how to manage the new system This will include o Setting up roles o Setting up users o Setting up menus for roles o Create dropdowns o Overview of the application o Modify labels and captions within the application Page 71 of 74 End User Training via WebEx: We recommend train the trainer approach to end user training. This could include a person(s). Should end user training be required by VertlQ, either by WebEx or in person, this will constitute a chargeable expense to you. Training can be provided at the customer site and will be charged at our per diem rate plus necessary travel time and expenses. Our current P -2r Diem Rate for Services is $1,400 per day ($175 per hour) plus reasonable travel and related costs. Please note t lot VertiQ will only bill for services after they have been provided. Estimated Range of chargeable services: Estimated Project Services Days Costs Installatio:i production of application 1 test application and 1 2 $2,800.00 DEVELOPMENT information Bidirectional with will requests NMS. requisition specimen with that related Toxicology, report responsib for processes NMS toxicology allow NMS NMS will using This from data. f a :or -om to includes submission. team low results e the form their within party to Integration configure the Includes the for VertiQ's results. information that to methods export the and involved CME-V3 the configure CME. will importing This test running The a generation of CME-V3 with web accompany Note: and toxicology application includes of in application that incoming service web sending protocols. NMS the is NMS application of sent services of Tox NMS - that the the the Work to only by the Flat Rate $6,000.00 working is Integrations: Central ApplicationXtender, Scuare, 20/20 Imaging, Spillman, Corhio 48 $67,200.00 Page 72 of 74 REPORTS Import Header County into base Provided reports Logo and/or 1 $1,400.00 Project Management 2 $2,800.00 REMOTE TRAINING Client and go Services -live support. - Walk-throughs, training, 7 $9,800.00 Sub -Total Project Costs 60 90,000.00 15% New Client Discount -4,500.00 Total Project Costs 60 85,500.00 VertiQ reserves the right to utilize funds from one service item to another if those funds are available; otherwise a change order will be required. 3. Software Escrow VertiQ Software has placed the source code in escrow with Iron Mountain Intellectual Property Mgmt. VertiQ is paying an annual fee to store the source code in a secure fashion. CME customers may elect to pay an annual fee to Iron Mountain in order for Iron Mountain to make available the source code to a client in the case that Verti° ceases to do business. Optional Cost per annum subject to increase 4. Annual Maintenance and Support $950 Upon implementation of the maintenance/support agreement, you are allowed support based on a flat rate of 20% of quoted license fees. Maintenance fee is subject to a COL annual increase. This is not inclusive of initial services for which you may have been quoted. Maintenance charges per annum up to 9 Users Payment Terms 10,044 151 PAYMENT: 75% of license fee upon successful installation of software at client's location PAYMENT: 25% of license fee upon acceptance Page 73 of 74 Payment for services is due upon completion of the specific service item and receipt of invoice. Costs Synopsis Number of Concurrent User Licenses: One -Time Fee: Up to 9 $50,220 Estimated application General Service as is with costs Integrations: associated with the CME-V3 in-house $85,500 taken Estimated Total One-time Costs $135,720 Annual RecLrring Costs Annual Fee: Annual Mairtenance for 9 users $10,044 OPTIONAL Annual Fee: Software Es:row Cost per annum — subject to increase $ 950 Section 9- Vendor Response Form 0-11 .. Vendor Respo ise Form.xlsx Page 74 of 74 VertiQ Software LLC P. 0. Box 787 (Mailing Address) Morgan Hill, CA 95037 Phone: 408-778-0608 Fax: 408-782-0850 CME Quotation for Weld County Coroner Hosted Case Management Database 02/13/2024 This Quote Is For The CME-V3 Base Application And Does Not Include Services For Customization/Configuration or related services Product: CME-V3 Hosted CME Hosted is an "off the shelf' case management program offered via Software as a Service (SAAS) and was designed to be an alternative to a customized CME application residing on servers at the Customer's location. As a CME Hosted customer, you are not purchasing a perpetual license to the Program. You are granted a non-exclusive, annually renewable right to use the Program. CME Hosted customer's annual usage fee includes any VertiQ Updates to the application, initial usage training and ongoing support and complete set up specifically for their agency. DURATION OF TERM Customer agrees to an initial Term of 5 years (60 months), during which no rate or fee increases shall occur, except to the extent Customer may add new users or projected data storage limits are exceeded. The charge for the new user will be equal to the then current user fee in effect at the time of renewal times the number of new users. There after automatically renewing for successive one- year terms at Vendor's then current fees, unless terminated by either Customer or VertiQ pursuant to Section 10 of the Agreement. # of Concurrent Users Annual Fee 9 Users $16,200 * You will be charged for 2 users, $300 monthly, upon installation of the application on the Azure hosted server until moved into production. User(s)" means Customer employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by Vendor at Customer's request) each of which must be individual and not shared. DATA STORAGE LIMITS: The CME Hosted Fee provides for unlimited storage of the database. Legacy Documents/Images Storage GB/Mo 1st Annual growth increase ©$.18/GB/Mo Total Annual Payment 1St Year Annual Fees $TBD $TBD $TBD Managing the a nount of storage needed is always difficult process. Choosing an amount that may not be enough could require approvals, which, could have its own difficulties if it were to happen mid- term of the contact. VertiQ has decided to implement an escrow account approach to manage storage. At the beginning of the term, customers will estimate the number of GB's they will need to accommodate heir legacy storage and the number they will need to accommodate their first year. VertiQ will bill this number at $0.18 per GB, per month at the beginning of the first year and setup an escrow account. Storage that exceeds 1TB will be billed at the rate $0.10 per GB, per month. At the end of year 1 VertiQ will deduct from the escrow account the amount of funds used in year one. For year 2 VertiQ will consult with the customer to determine the estimated amount of storage they wil need in year 2 and will add that to the amount used in yearl . VertiQ will compare this amount to tie escrow account, if the account has a balance to cover year 2 estimated needs, then there will be no additional billing for storage for year 2. If the balance is not sufficient, VertiQ will bill for the estimate needed less the amount of funds remaining in escrow, if any. Minimum space billed is 1 GB. INCLUDED SERVICES** • Logos aid Personnel report alterations specific to your agency • System Administrator training via WebEx for up to 8 hours will allow you to: c Set up users and roles o Create menus for all roles o Create Customized dropdown lists for all drop downs o Overview of the application ADDITIONAL SERVICES There may be a need to provide additional services for you. These services will be quoted separately at our current per diem rate of $1400/day or $175/hour. Payment for services is due upon completion of the specific service item and receipt of invoice. Conversion: Due to unknown structure of the source database, we have limited the conversion to specific fields necessary for statistical information. VertiQ will map the key data elements from the old system to the new based upon your field selection. Should any of the selected fields not exist in the COTS CME-V3 version, those fields will need to be configured in both forms and reports and would corstitute an additional cost. VertiQ will perform a trial conversion of the existing data up to 60 key fie ds for statistical purposes including; SSIS kit setup, mapping fields, internal run and testing, adjustrrent and final conversion. Following mapping, your staff will be required to perform a preliminary and post conversion analysis. VertiQ will allow you 15 days to review the converted data once it has been installed on your server. If you are non -responsive, it will be assumed you have approved the data conversion and you will be invoiced for the services performed. VertiQ will then perform a final conversion of your data. Prior to the final conversion you will be required to sign off on the converted data and system changes. Customization: Upon further review of the CME-V3 system, you may want to implement some modifications. Such modifications upon review will be completed by VertiQ at our per diem rate. Customization will require establishment of an SOW (Statement of Work) to be approved by both parties. Upon establishment of an SOW, development will be scheduled and then installed on your server. VertiQ will allow you 15 days to review the modifications for sign off once it has been installed on your server. If you are non -responsive, it will be assumed to be approved and you will be invoiced for services 'performed HAS NOT BEEN QUOTED Report development We support the use of Microsoft SQL Reporting Services (SRS) for report development SRS is a free report writing tool with extensive functionality CME-V3 includes a set of "canned" reports and the ability to glean reports from various form grids Any additional reports deemed necessary by you to be designed by VertiQ or integrated with another report service will be chargeable at our per diem rate If there is a field that does not exist in CME-V3, that field will require modification and will constitute additional costs HAS NOT BEEN QUOTED End User Training. We recommend train the trainer approach to end user training This could include a person(s) Should end user training be required by VertiQ, either by WebEx or in person, this will constitute a chargeable expense to you Training can be provided at the customer site and will be charged at our per diem rate plus necessary travel time and expenses TRAVEL COSTS HAVE NOT BEEN QUOTED Our current Per Diem Rate for Services is $1,400 per day ($175 per hour) plus reasonable travel and related costs Please note that VertiQ will only bill for services after they have been provided Estimated Project Services Days Costs Installation of a test application which will become the production application, Included $0 00 Image conversion 0 $0 00 INTEGRATIONS Requirements gathering, meetings and Detailed Requirements Document Development $0 00 Bidirectional Integration with NMS — Work with NMS to configure a web service that will allow for the export of toxicology requests from the CME-V3 application to NMS This includes the generation of the requisition form that will accompany the specimen submission This includes working with NMS team to configure web services that will allow for the importing of Tox related data Includes test of incoming Toxicology results and running the NMS report from within CME Note NMS is the responsible party involved in sending the information to VertiQ's CME-V3 application for toxicology results The application only processes the information that is sent by NMS using their methods and protocols Flat Fee $5,000 Contingency development funds for future integrations or 22 $30,800.00 REPORTS V3 your existing Canned logo, repo header eports and - VertiQ personnel will configure to our Included $0.00 R Is Project Management 2 $2,800.00 TRAINING Client go -live Services suppc - Walk-throughs, rt. training and 7 $9,800.00 Sub -Total Cc nversion Costs 31 $48,400.00 5% New Clier t Discount ($2,420.00) Total Conversion Costs 57 $45,980.00 VertiQ reserves the right to utilize funds from one service item to another if those funds are available; otherwise, a change order will be required. Payment Terms 1. You will be charged for 2 users, $300 monthly, upon installation of the application on the Azure hosted server until moved into production. 2. Your first full Annual Hosted Fee shall be invoiced upon go live. 3. Storage Fees will be charged to you upon installation of data on hosted server. 4. Paymert for services is due upon completion of the specific service item and receipt of invoice. All invoices from VertiQ shall be due and payable within thirty (30) days of the date of each invoice. Costs Synops s Number of Concurrent Users Annual Hosted Fee: 9 Users $16,200.00 (5 -year minimum) Storage Fees for Images and Documents (Not Provided) $TBD Service Fees One -Time Fee: Estimated application Service taken costs as is: associated with the CME-V3 hosted $45,980.00 Total 1St Year Costs $62,180.00 Project Payment Milestones: Fee Milestone development 1: Due of the upon NMS installation integration of and the application, project management. 1/2 of $5,035 Milestone NMS integration 2: Due and Upon development 1/2 of client services. completion of remaining $7,030 training, Milestone 3: and Due hosted upon development user fees for 9 acceptance, users. post Go -Live, $20,855 Total $32,920 Contingency Project Milestones: Fee Milestones will be determined when the scope of work is finalized. Total $29,260 HARDWARE AND SOFTWARE REQUIRED: Server Requirements: None — Fully Hosted • Workstations: The client workstation or device should have installed the appropriate software in order to display, edit and/or print these files (PDF, Word, images, audio, video, etc.) that may be stored or generated in the server. Current Browser Support Browser (*)1OS Windows IOS Android a Edge Firefox Chrome t4-40 Opera Safari * Notes: • Only HTML 5 compliant browsers are supported • Browsers must have Javascript support enabled • Browsers in Beta stage are not supported • Discontinued browsers are not supported • No version of MS Internet Explorer is supported From: Cheryl Rossi - VertiQ To: Skyler Whitmore Cc: Alex Chavez; Cierra Howard; Cheryl Rossi - VertiO Subject: RE: Weld Revised Quote Date: Tuesday, February 27, 2024 3:04:03 PM This Message Is From an External Sender This email was sent by someone outside Weld County Government. Do not click links or open attachments unless you recognize the sender and know the content is safe. Report Suspicious Hi Skyler, Year 2,3,4 & 5 will be at the fixed rate of $16,200. Please note that, we have not included costs for the file storage as we have not been provided the anticipated usage. Please let me know if you have any insight on this or if you'd like to discuss. Thank you, Cheryl Rossi Sales and Marketing Manager CherylaVertiQ.com Phone: 408-778-0608 ext 3016 Direct: 408-685-0396 Toll -free: 800-222-7947 Fax: 408-782-0850 VertiCLcom Verb From: Skyler Whitmore <swhitmore@weld.gov> Sent: Tuesday, February 27, 2024 1:48 PM To: Cheryl Rossi - VertiQ <cheryl@vertiq.com> Cc: Alex Chavez <alex@vertiq.com>; Cierra Howard <choward@weld.gov> Subject: RE: Weld Revised Quote You don't often get email from swhitmore<r weld.gov. Learn why tins is important Thank you so much! Year one cost for implementation and licenses is $62,180. What is the cost for year 2? Skyler Whitmore Director of Froject Management and Business Process Analysis Information Technology Weld Count.' Government 1401 N. 17tr Avenue Greeley, CO 80631 Phone: 970-400-2557 swhitmorePweld.gov Confidential ty Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged confidential or otherwise protected from disclosure. If you have received this communica- ion in error, please immediately notify sender by return e-mail and destroy the communica- ion. Any disclosure, copying, distribution or the taking of any action concerning the contents of :his communication or any attachments by anyone other than the named recipient is strictly proh bited. From: Cher I Rossi - VertiQ <cherylC@vertia.com> Sent: Tuesd3y, February 27, 2024 2:08 PM To: Skyler \A hitmore <swhitmore@weld.gov> Cc: Alex Chavez <alex(Wvertiq.com>; Cierra Howard <Lhoward@weld.gov>; Cheryl Rossi - VertiQ <cheryl fri eticq.com> Subject: RE: Weld Revised Quote This Message Is From an External Sender This email Nas sent by someone outside Weld County Government. Do not click links or open attachments unless you recognize the sender and know the content is safe. Report Suspicious Hi Skyler, Please see tie attached signed agreement. If you shout i have any questions, please don't hesitate to reach out. Thank you, Cheryl Ross; Sales and Marketing Manager Cheryl@VertiQ.com Phone: 408-778-0608 ext. 3016 Direct: 408-685-0396 Toll -free: 800-222-7947 Fax: 408-782-0850 VertiQ.com Verti From: Cheryl Rossi - VertiQ cherylOvertiq.com> Sent: Monday, February 26, 2024 2:24 PM To: Skyler Whitmore <swrnitmore(Wweld.go\ > Cc: Alex Chavez <a ex@ivertiq.corn>; Cierra Howard <chowardDweld,gov>; Cheryl Rossi - VertiQ <cheryl cU vertiq.com> Subject: RE: Weld Revised Quote Hi Skyler, Thank you for your patience. I will try to get this back to you tomorrow or Wednesday at the latest. Thank you, Cheryl Rossi Sales and Marketing Manager Cheryl?VertiQ.com Phone: 408-778-0608 ext. 3016 Direct: 408-685-0396 Toll -free: 800-222-7947 Fax: 408-782-0850 VertiQ.com Verti From: Skyler Whitmore <;whitmoreCWweld.gov> Sent: Monday, February 26, 2024 1:59 PM To: Cheryl Rossi - VertiQ <cheryl@vertiq.com> Cc: Alex Chavez <alex yertiQcom>; Cierra Howard <choward@weld.gov> Subject: RE: Weld Revised Quote Some people who received this message don't often get email from s« hitmore*ve d.gov. Learn w �' this is important Good afternoon, I know you were at a conference and you're probably digging out, but just want to check in on this one. Skyler Whitmore Director of 3roject Management and Business Process Analysis Informatior Technology Weld County Government 1401 N. 17t' Avenue Greeley, CC 80631 Phone: 970-400-2557 swhitmore@weld.gov Confidentia ity Notice: This electronic transmission and any attached documents or other writings are intendei only for the person or entity to which it is addressed and may contain information that is privileges, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Skyler Whitmore Sent: Tuescay, February 20, 2024 7:26 AM To: Cheryl F ossi - VertiQ <: -beryl L�%vertlq.cor > Cc: Alex Chavez <alex(vertiq.con >; Cierra Howard c howard@weld.gov> Subject: RE Weld Revised Quote Hi Cheryl! I Think we are set. Please see the attached and sign if you are good with it. Skyler Whit more Director of )roject Management and Business Process Analysis Informatior Technology Weld County Government 1401 N. 17tn Avenue Greeley, CC 80631 Phone: 970-400-2557 swhitmorec1 weld.gov Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Cheryl Rossi - VertiQ <cheryl(WvertiQcom> Sent: Tuesday, February 13, 2024 5:26 PM To: Skyler Whitmore < whitmore.aweici.go\> Cc: Alex Chavez <a exevertiq.com>; Cheryl Rossi - VertiQ <LnerylPvertiq,com> Subject: Weld Revised Quote This Message Is From an External Sender This email was sent by someone outside Weld County Government. Do not click links or open attachments unless you recognize the sender and know the content is safe. Report Suspicious GJ Hi Skyler, Please see the attached quote for your review. Please don't hesitate to reach out if you have any questions. Thank you, Cheryl Rossi Sales and Marketing Manager CherylaVertiQ.com 408-778-0608 ext. 3016 Toll -free: 800-222-7947 Fax: 408-782-0850 VertiQ.com Verb o+ Contract Form Entity Information Entity Name * VERTIQ SOFTWARE LLC Entity ID* @00048129 Contract Name * PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD AND VERTIQ Contract Status CTB REVIEW n New Entity? Contract ID 7912 Contract Lead * SWHITMORE Contract Lead Email swhitmore@co.weld.co.0 5 Contract Description* COR-1 500 PROJECT IN DAPTIV TO IMPLEMENT NEW SOFTWARE. B2300077. Contract Description 2 Contract Type * AGREEMENT Amount * $62,180.00 Renewable* YES Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- nformationTech nologyG S' -4)weldgov.com Department Head Email CM- InformationTechnologyGI S- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM Requested BOCC Agenda Date * 03/1 1 /2024 Parent Contract ID 20232579 Requires Board Approval YES Department Project # Due Date 03/07/2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name CHERYL ROSSI Purchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE DH Approved Date 03/06/2024 Contact Type PRIMARY Review Date* 01 / 01 /`2028 Committed Delivery Date Contact Email CHERYL@VERTIQ.COM Finance Approver CONSENT Renewal Date * 03/06/2029 Expiration Date Contact Phone 1 Contact Phone 2 Purchasing Approved Date 03.06, 2024 Finance Approved Date 03 I 06 2024 Legal Counsel CONSENT Legal Counsel Approved Date 03;06,2024 MEMORANDUM TO: Esther Gesick, Clerk to the Board September 6, 2023 FROM: Ryan Rose, Chief Information Officer SUBJECT: B2300077, Coroner Case Management Software Solution BOCC Approval Date: September 20, 2023 Bids were received and opened on June 2, 2023 for Coroner Case Management Software Solution (COR-1500 Procure and Implement Coroner Software Solution). Six bids were received ranging from $25,601.00 to $137,310.00. Attached is the bid tabulation for your information. The Information Technology and Coroner staff reviewed all RFP responses and demos for vendor software. We had a work session with the Board of County Commissioners on September 28, 2023, to discuss options. VertiQ Software LLC out of Morgan Hill, CA proposed a solution at $96,760.00 and was determined to best meet the requirements documented and the needs of the Coroner's Office. Their annual cost after first year implementation costs is $16,200.00. With the above information, I recommend the BOCC award the Coroner Case Management Software Solution to VertiQ Software LLC for $96,760.00. ZOZ3-25-19 IT00IZ WELD COUNTY Dept. of Information Technology PO Box 758 / 1401 North 17th Avenue, Greeley CO 80632 E-mail: choward anweldgov.com Phone: (970) 400-2589 Fax: (970) 304-6572 DATE OF BID: June 2nd, 2023 REQUEST FOR: Coroner Case Management Software Solution DEPARTMENT: INFORMATION TECHNOLOGY / CORONER BID NO: #B2300077 PROJECT NAME: COR-1500 Procure and Implement Coroner Software Solution PRESENT DATE: Wednesday September 6, 2023 APPROVAL DATE: Wednesday, September 20, 2023 Vendor Name Product Total Bid Amount Initial Cost Annual Cost Address (includes first year support) (after first year implementation costs) Occupational Research and Assessment, Inc. 124 Elm Street Big Rapids, MI 49307 MDILog $25,601.00 $13,101.00 Cohero 3070 Sandburg Ct. San Diego, CA 92122 Coroner CMS Enterprise Edition $32,962.00 $32,962.00 VertiQ Software LLC PO Box 787 Morgan Hill, CA 95037 CME-V3 Moon $96,760.00 $16,200.00 Fleeting Thought Software, LLC Highlands Ranch, CO Fleeting Thought $98,000.00 $78,000.00 Quincy Technology Solutions, Inc. 1449 Whalley Ave PO Box 3559 Woodbridge, CT 05625 Case Manager Forensic Workspace ("CMfw") $98,280.00 $25,224.75 The Computer Solution Company of Virginia, LLC d/b/a Forensic Advantage Systems 102 W 3rd St., Suite #A05 Winston-Salem, NC 27101 Medical Examiner/ Coroner Case Management System $137,310.00 $39,600.00 ** Bids are being reviewed at this time by dept.** 2023-2579 ciA0 (T00l2 Hello