HomeMy WebLinkAbout20232980.tiffDocuSign Envelope ID: 6BA244AB-C48D-40F1-8DB5-BF4FC7808661
Item & Description
Quantity Unit Price Total
JDXpert Enterprise
JDXpert Job Information and Description Management
Software
Assumptions:
—1,800 employees
—500 job descriptions
Unlimited Managers/Comp/HR Admin users
Unlimited Collaborative Ad -Hoc users
Automated bi-directional HRMS Interface for Job and
Employee Information - Workday
Automated bi-directional Recruiting/ATS Data Exchange for
Job posting information - Workday
SAML 2.0/Single Sign -On
Job Description Conversions
Conversion of text -based job descriptions into the system
included. Image -based documents are an additional charge.
JDXpert Enterprise Implementation Fee
Best practices onboarding with a dedicated implementation
specialist, plus expert configuration and semi-annually Xpert
reviews with Customer Success
$33,150.00 $33,150.00 / year
/ year for 3 years
$0.00 $0.00
$6,000.00 $6,000.00
Annual subtotal
One-time subtotal
15% discount for each year in the
initial 3 -year term of the subscription
if signed by 12.31.2023
Total
$33,150.00
$6,000.00
($5,872.50)
15% discount
each year
$33,277.50
DocuSign Envelope ID: 6BA244AB-C48D-40F1-8DB5-BF4FC78086B1
Purchase terms
This Order, which forms a part of and incorporates by reference the JDXpert Enterprise Subscription and
Services Agreement, attached hereto as Exhibit A, is made and entered into between Weld County ("you"
or "Customer") and HRTMS Incorporated, d/b/a JDXpert ("we" or "us"). This Order is effective upon the date
executed by the Customer as indicated below (the "Effective Date"). All defined terms used but not
otherwise defined in this Order have the meanings given in the Agreement.
Software Subscription Details
Software: JDXpert TM Job Information and Description Management Software
Support: Standard Support Services and Software uptime commitment described in the Agreement (no
additional charge, included in Annual Subscription Fee).
Initial Term of Subscription: 3 years, subject to annual appropriation
Renewal Period(s): 1 year
Annual Subscription Fee: $28,177.50 per year. Subject to escalator at each Renewal Period (e.g., at the end of
the 3 -year Initial Term of Subscription): up to 7%, or greater amount with prior notice per Agreement.
Payment Schedule: Invoiced annually in advance. Initial invoice delivered on the Effective Date and
subsequent annual invoices delivered 30 days prior to each anniversary of the Effective Date.
Affiliates of Customer covered by Subscription: None.
Implementation Services
Description: HRTMS will provide detailed best practice configuration for all features, forms and workflows and
will support the customer in completing configurations to meet customer's business requirements.
Onboarding will include up to 8 weeks of dedicated time with an implementation specialist for site set-up
with best -practices configuration. Post-onboarding tasks which include additional configurations and
interfaces (if applicable) will be completed with JDXpert Customer Success Engineers. Additionally, if non-
scoped options or other changes in configuration assumptions are requested by customer, after go -live
(inclusive of post-onboarding items) associated fees will be scoped and bid prior to proceeding.
Implementation Services Fee: $5,100
Payment Schedule: One-time, lump sum invoiced on the Effective Date.
DocuSign Envelope ID: 6BA244AB-C48D-40F1-8DB5-BF4FC78086B1
JDXPERTTM ENTERPRISE SUBSCRIPTION AND SERVICES AGREEMENT
Subject to the terms and conditions of this agreement (this "Agreement"), we at HRTMS Incorporated, a North
Carolina corporation d/b/a JDXpert ("we"), provide subscriptions to:
(1) our JDXpertTM web -based job information and description management software ("JDXpert");
(2) a website (the "Site," and, together with JDXpert, the "Software") through which you may access
and use JDXpert; and
(3) the Services described in further detail below.
1. Acceptance. By executing an Order with us, you also accept the terms of this Agreement and agree you
are legally bound by its terms. The individual registering to use JDXpert on your behalf represents and
warrants to us that such individual is fully and duly authorized to agree to be bound by this Agreement
on your behalf. If you do not agree to this Agreement, do not register to use JDXpert or otherwise
access or use any Software.
2. Right to Access and Restrictions.
a. JDXpert Authorization. Provided that you, your Affiliates and your Authorized
Users comply with this Agreement, we authorize you and your Affiliates, during the Term, and
on a non-exclusive and non -transferable (except as described in Section 15.e) basis, to access
and use JDXpert through the Site, including any JDXCSP Data we make available to you
through JDXpert, in each case provided that such access and use is (i) by and through your
Authorized Users only, (ii) solely as (and in the form) in which we have provided JDXpert, (iii)
solely for the Permitted Use, and (iv) strictly in accordance with this Agreement and the
Documentation. This authorization also permits you and your Affiliates to access and use the
Documentation during the Term in support of your permitted uses of JDXpert and the Site.
b. Limitations and Restrictions. You must use commercially reasonable efforts to
prevent unauthorized access to or use of the Software, Documentation and JDXCSP Data we
make available to you through JDXpert (collectively, the "JDXpert Materials"). You must
not, and you must not permit any other person or entity to, access or use the JDXpert Materials
except as we've specifically allowed in this Agreement and, in the case of any Third -Party
Materials (as defined below) we provide with or as part of the JDXpert Materials, as allowed in
the applicable third -party license agreement. Without limiting the generality of the preceding
sentence, except as we've specifically allowed in this Agreement, you, your Affiliates and your
Authorized Users must not do any of the following:
i. copy, modify, adapt, translate or create derivative works or
improvements of the JDXpert Materials or any portion thereof;
ii. rent, lease, lend, sell, sublicense, assign, distribute, publish,
transfer or otherwise make available the JDXpert Materials or any features or
functionality of the JDXpert Materials to any other person or entity for any reason,
including by making the JDXpert Materials available through any time-sharing, service
bureau or software as a service arrangement;
iii. reverse engineer, disassemble, decompile, decode, adapt or
otherwise attempt to derive, gain access to or discover the source code of the Software
or the underlying structure, ideas, know-how, algorithms or methodology relevant to the
Software;
iv. input, upload, transmit or otherwise provide to or through the
Software any information or materials that are unlawful or that contain, transmit or
activate any Harmful Code;
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v. bypass, breach or disable any security device, copy control, digital
rights management tool or other protection used by the JDXpert Materials;
vi. remove any proprietary notices from the JDXpert Materials;
vii. share an Authorized User's access credentials with any person or
permit use of an Authorized User's access credentials by any person, other than the
Authorized User with whom the access credentials are associated;
viii. attempt to gain unauthorized access to, damage, destroy, disrupt,
disable, impair, interfere with or otherwise impede or harm in any manner (A) the
JDXpert Materials, (B) the server on which the JDXpert Materials are stored, (C) any
server, computer or database connected to the Software, or (D) our ability to provide
services to any other person or entity;
ix. access or use the JDXpert Materials in any way that infringes,
misappropriates or otherwise violates any intellectual property right, privacy right or
other right of any third party, or that violates any applicable law or regulation;
x. access or use the JDXpert Materials for purposes of (A)
developing, producing, marketing, distributing, licensing or selling any product or
service that may compete with the JDXpert Materials, or (B) disclosing to our
competitors, for any purpose, otherwise non-public information about the JDXpert
Materials; or
xi. knowingly aid or assist any Affiliate, Authorized User or other
person or entity in taking any of the actions prohibited by this Section 2.b.
c. Responsibility for Affiliates and Authorized Users. You will ensure your
Affiliates' and Authorized Users' compliance with this Agreement and be responsible and liable
to the extent allowed or permitted by Colorado law for any act or omission of an Affiliate or
Authorized User (or any other employee, contractor or agent under your control or direction or
acting on your behalf) that would be a breach or violation of this Agreement had you performed
the act or omission yourself
3. Our Services.
a. Services — Generally. Provided that you, your Affiliates and your Authorized
Users comply with this Agreement, we will provide to you the following services (the
"Services") during the Term: (i) the hosting, management and back -end operation of JDXpert
to make the same available for remote electronic access and use by you, your Affiliates and your
Authorized Users through the Site in accordance with the authorizations granted above; (ii) the
Support Services described in Section 4.a below; (iii) the Implementation Services described in
Section 5 below; and (iv) any other Services we expressly agree to provide in your Order or
another Attachment to this Agreement.
b. Changes to the Software. We may make any changes to the Software (including,
without limitation, the design, look and feel, functionality, content, material, information and/or
services provided via the Software) that we deem necessary or useful to improve the Software
or for any other reason, from time to time in our discretion. Such changes may include upgrades,
bug fixes, patches, error corrections, modifications, enhancements, improvements and/or new
features (collectively, "Updates"). All Updates shall be deemed a part of the Software governed
by all the provisions of this Agreement pertaining thereto. If we make a change to the Software
that has a material adverse effect on your operations, then you may notify us in writing of the
material adverse effect and you may, immediately upon written notice to us, terminate this
Agreement if we do not cure this condition within 30 days following receipt of your notice.
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c. Subcontractors. You understand and agree that we may, in our discretion, engage
subcontractors to aid us in providing the Software and performing our Services under this
Agreement, but we will remain liable to you for any act or omission by such subcontractors that
would be a breach or violation of this Agreement. For example, we may use IBM Cloud,
Amazon Web Services, Microsoft Azure, Google Cloud Platform and/or such other reputable
hosting provider that implements and maintains commercially reasonable security programs,
policies, procedures, controls and technologies (the "Hosting Services Provider") for cloud -
based infrastructure and hosting and storage services for JDXpert, and such Hosting Services
Provider will host and store certain portions of Your Data that is processed through JDXpert.
You hereby specifically approve and consent to our use of a Hosting Services Provider in the
manner described. Notwithstanding anything to the contrary in this Agreement, you further
agree that we cannot guarantee or ensure the performance of any Hosting Services Provider to
the terms of this Agreement, and remediation of a breach by a Hosting Services Provider is
limited to the remedies specified the Hosting Services Provider's standard service agreement.
d. Suspension of Software Access. We may suspend or deny access to or use of all
or any part of the Software to one or more of your Authorized Users, without any liability to you
or others, if (i) we're required to do so by law or court order; or (ii) you have, your Affiliate has
or your Authorized User (or any other employee, contractor or agent under your control or
direction or acting on your behalf) has (A) accessed or used our Services or the JDXpert
Materials in violation of this Agreement, (B) been involved in any fraudulent or unlawful
activities relating to or in connection with our Services or the Software, or (C) otherwise failed
to comply with this Agreement and have failed to cure such breach within 10 days after we
provide written notice to you. Unless we have exercised our right to terminate this Agreement
pursuant to Section 10.b, we will promptly restore access to the JDXpert Materials as soon as
the applicable legal requirement or court order is lifted or the applicable breach or violation is
cured. Our remedies in this Section are in addition to, and not in lieu of, our termination rights
in Section 10.b or any other rights or remedies under this Agreement, at law or in equity.
4. Support Services and Uptime.
a. Support Services. Provided that you, your Affiliates and your Authorized Users
comply with this Agreement, during the Term we will provide customer support services to you
and your Authorized Users via e-mail and telephone during our standard support hours (8:00
a.m. to 6:00 p.m., Eastern time, Monday through Friday, but excluding federal holidays)
("Support Services"). Support Services include the following:
i. access to knowledge -base content, FAQs, training videos and
community forums hosted and made available generally to customers by us from time to
time through the JDXpert learning management system;
ii. technical and operational assistance for the use of the Software,
including responses to general, short -duration questions about the documented features
and functionality of the Software and usage thereof, management of user accounts for
Authorized Users, assistance with interpretation and use of the Documentation, and
assistance with interpretation of error or warning messages appearing in dashboards or
alerts, in each case to the extent such inquiries and requests cannot be resolved by the
User Contact as described in Section 4.b below;
iii. attempts to respond and resolve any Availability failure or other
reproducible failure of the Software to perform in accordance with the Documentation
(each, an "Error"), in each case in accordance with Section 4.c below;
iv. case management to help track the status of any failures reported
to us; and
v. periodically providing to you all Updates to the Software that we
make generally available to all of our customers free of additional charge.
DocuSign Envelope ID: 6BA244AB-C48D-40F1-8DB5-BF4FC78086B1
However, Support Services do not include (1) support for software or hardware that is not part of the Software
(including support for any part of your equipment, products or technology infrastructure), (2) on -site dispatch
of our personnel, (3) formal, comprehensive training of Authorized Users on use of the Software, (4) on -site or
remote support to configure or customize the Software for you, or (5) performance of any other professional,
implementation, configuration, consulting or advisory services (provided that items (3) through (5) may be
separately provided Services to the extent expressly agreed to in your Order or another Attachment). You must
provide all information and assistance that we reasonably request in connection with providing such Support
Services. We reserve the right to charge you at an hourly rate (on a time -and -materials basis) for support
services provided (x) outside of our normal support hours, or (y) in connection with a request we reasonably
determine is outside the scope of the Support Services described above.
b. User Contact for First -Tier Support. You will identify a system administrator or
other employee (the "User Contact") trained in use of the Software who will provide first level
technical support to your Authorized Users. First level technical support involves assisting
Authorized Users with help concerning Software usage, understanding Software functionality,
and verifying Software Errors reported by Authorization Users.
c. Error Response Procedures. In the event of any Error in the Software reported
by you to us in writing, the Error will be assigned a Severity Level by us and we will address
the Error as follows:
i. Severity Level 1 means the Software is completely inoperable or
inaccessible, there is no workaround and first level technical support could not resolve
the problem. We will assign appropriate resources to resolve the Error, will use
commercially reasonable efforts to resolve the Error as soon as possible, with a target
resolution time of resolving the Error within two (2) standard support hours, and if
needed will continue working during standard support hours until the Error is resolved.
ii. Severity Level 2 means that an Authorized User could not access
or operate a critical portion of the Software's functionality, there is no workaround and
first level technical support could not resolve the problem. We will assign appropriate
resources to resolve the Error, will use commercially reasonable efforts to resolve the
Error as soon as practicable, with a target resolution time of resolving the Error within
six (6) standard support hours, and if needed will continue working during standard
support hours until the Error is resolved.
iii. Severity Level 3 refers to all other Errors not included in Severity
Level 1 or Severity Level 2 or Errors for which a workaround is available. We will use
reasonable efforts to resolve such Errors in the next Update.
d. JDXpert Availability.
i. Provided that you, your Affiliates and your Authorized Users
comply with this Agreement, during the Term we will make JDXpert Available for
access and use by you, your Affiliates and your Authorized Users over the Internet
through the Site 24 hours a day, seven days a week, with ninety-nine and one-half percent
(99.5%) Availability (calculated on a minutes per month basis), excluding un-
Availability as a result of any of the Exceptions described below (the "Availability
Requirement").
ii. For purposes of this Agreement, JDXpert is "Available" if you
are able to log in to JDXpert and access Your Data. For purposes of calculating the
Availability Requirement, the following are "Exceptions," and JDXpert will not be
considered un-Available in connection with any failure to meet the Availability
Requirement or impaired ability of you, your Affiliates or your Authorized Users to
access or use JDXpert that is due, in whole or in part, to: (A) access to or use of the
Software not in accordance with this Agreement and the Documentation; (B) your, your
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Affiliate's or your Authorized User's Internet connectivity; (C) any Force Majeure
Event; (D) any failure, interruption, outage or other problem with any software,
hardware, system, network, or other technology infrastructure that was not provided by
us or that is not part of our systems (including, for the avoidance of doubt, any failure,
interruption, outage or other problem with the Hosting Services Provider or any Third -
Party Materials); (E) scheduled downtime for routine maintenance of the Software (not
to exceed ten hours per month) that occurs between 1:30 am and 3:30 am Eastern Time
on weekdays and between noon and 4:00 pm Eastern Time on Saturdays; or (F) periods
of time in which the parties have mutually agreed that unavailability is necessary (such
as time for implementation of changes in the Software requested by you).
iii. If we fail to meet the Availability Requirement described above,
we will credit you $500.00 for each full percentage point by which the warranted
Availability is missed in a given month, to be applied against the next payment due from
you or refunded if outstanding upon termination or expiration of this Agreement;
provided that the amount of such credit accumulating in any month shall not exceed one
twelfth (1/12th) of the amount of the then -current annual subscription fee under your
Order; provided, further, that you have submitted to us a written request for credit within
ninety (90) days of the end of the calendar month in which the Availability failure
occurred. In the event that the maximum credit is reached in any two consecutive
months, you may terminate this Agreement upon written notice to us given within ninety
(90) days of the end of the calendar month in which the second such consecutive
Availability failure occurred and receive a Refund of Fees (as defined below). THE
REMEDIES SET FORTH IN THIS SECTION 4.d.iii ARE YOUR EXCLUSIVE
REMEDIES, AND OUR SOLE OBLIGATION AND LIABILITY TO YOU, FOR ANY
FAILURE TO MEET THE ABOVE -DESCRIBED AVAILABILITY REQUIREMENT
OR OTHER INTERRUPTION OR UNAVAILABILITY OF THE SOFTWARE
DURING THE TERM.
5. Implementation Services.
a. Our Obligations. Provided that you, your Affiliates and your Authorized Users
comply with this Agreement, we will perform the on -boarding, configuration and
implementation services ("Implementation Services") that are mutually agreed upon by you
and us and described in your Order or another Attachment. Following our final completion of
the Implementation Services we will notify you and provide you with a period of up to two
weeks to test and verify the Implementation Services have been completed in all material
respects in accordance with the written specifications or acceptance criteria expressly set forth
by you and us in the Order or Attachment, as applicable. If during this testing period you provide
written notice to us that the Implementation Services have not been completed in the manner
described in this Section, then we will promptly use commercially reasonable efforts to correct
the non -conformities identified in your notice, and agree we will repeat this process until the
Implementation Services have been completed in the manner described in this Section;
otherwise, the Implementation Services will be deemed to be accepted at the conclusion of this
testing period. You will provide reasonable assistance and information to us to assist us in
resolving any identified non -conformities. You will not unreasonably withhold, condition or
delay acceptance of the Implementation Services. For the avoidance of doubt, your acceptance
of the Implementation Services does not relieve us of our obligation to maintain the Software
during the Term as provided in Section 4 above.
b. Your Responsibilities. In connection with our performance of the
Implementation Services, you will: (i) reasonably cooperate with us in all matters relating to
the performance of the Implementation Services; (ii) in a timely manner, provide all of Your
Data reasonably necessary for us to complete such Services; (iii) respond promptly to our
requests to provide direction, information, approvals, authorizations or decisions that are
reasonably necessary for us to perform such Services in accordance with the Order or
Attachment (as applicable); and (iv) perform those additional tasks and assume those additional
responsibilities specified in the Order or Attachment (as applicable). You accept that our
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performance is dependent on your timely and effective satisfaction of the foregoing
responsibilities.
c. Test Environment. Prior to commencement of Implementation Services or while
Implementation Services are on -going, we will provide access to the Software in a staging (test)
environment that you may use for familiarization, Authorized User training, inputting job
descriptions and other forms of Your Data, and review and response to us regarding
configuration of the Software for you and your Permitted Use under this Agreement. You
understand and agree that this test instance of the Software shall be deemed a part of the Software
and is governed by all the provisions of this Agreement pertaining thereto.
6. Confidentiality.
a. General. In connection with receiving or providing the JDXpert Materials and
Services during the Term, each party (each, a "Discloser") may disclose to the other party (the
"Recipient") the Discloser's proprietary or confidential information (collectively,
"Confidential Information"). During the Term and thereafter the Recipient will not without
the Discloser's written consent disclose Discloser's Confidential Information to any third party
(other than our subcontractors as permitted in Section 3.c above) nor use the Discloser's
Confidential Information for any purpose except for carrying out its obligations or exercising its
rights under this Agreement. All non-public information related to our Software and the
features, functionality and performance thereof are all our Confidential Information, Your Data
is your Confidential Information, and (to the maximum extent permitted by applicable law,
including but not limited to the Colorado Open Records Act (CORA), C.R.S. 24-72-201 et seq.)
the terms of this Agreement, your Order and any Attachment are the Confidential Information
of both of us.
b. Exceptions. These restrictions will not restrict the use or disclosure of
information disclosed by one party to the other that (i) is or becomes publicly known other than
as a result of any act or omission by the Recipient or its employees or agents, (ii) is lawfully
received by the Recipient from a third party not in a confidential relationship with the Discloser,
or (iii) was already rightfully known by the Recipient prior to receipt thereof from the Discloser.
Additionally, Recipient may disclose Discloser's Confidential Information to the extent it is
legally compelled to do so pursuant to applicable law or the valid order of a court or
governmental agency, provided that Recipient must first give the Discloser reasonable prior
written notice to permit the Discloser to challenge or limit such required disclosure.
7. Data Security and Privacy.
a. Security Program. We will implement, maintain and adhere to a written data
security program (including policies, procedures and risk assessments appropriate to the nature
of Your Data processed by us) with administrative, technical, and physical measures designed
to protect against Security Incidents. We will review and, as appropriate, revise our data security
program at least annually.
b. Hosting Network and Security. The hosting network for the Software, on cloud
server capacity leased from the Hosting Services Provider, is certified to ISO 27001, and SSAE
16/18, and follows the NIST 800-53 security standards and procedures. Our office/development
network is isolated from the hosting network and follows industry standard security practices,
including multi -factor authentication for user accounts. Updates to JDXpert and the Site are
uploaded to the hosting network via secure file transfer protocol (SFTP) and/or HTTPS, and
administration of the hosting network is conducted through temporary secure and encrypted
connections. Upon your written request, we will arrange for you to receive a copy of the most
recent AICPA SOC II, Type 2 report for the Hosting Services Provider network we use to
provide the Software under this Agreement.
c. Harmful Code. We will maintain a commercially reasonable level of commercial
anti -virus and Harmful Code protection on the Site and will otherwise maintain precautions to
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mitigate against Harmful Code consistent with generally -accepted industry standards. However,
you are expected to have your own anti -virus and Harmful Code protection for your computers
and networks connected to the Site.
d. Data Backup and Disaster Recovery. We will maintain or cause to be maintained
commercially reasonable disaster avoidance procedures designed to safeguard Your Data, our
processing capability and the availability of the Software, in each case throughout the Term and
at all times in connection with our actual or required performance of the Services hereunder.
Without limiting the foregoing, we will conduct or have conducted daily backups of Customer
Data and perform or cause to be performed other periodic backups of Customer Data and store
such backup Customer Data in a commercially reasonable location and manner. Upon
expiration or termination of this Agreement, upon your written request, we will provide you
with an electronic copy of the backed up version of Your Data in such machine readable format
as is mutually agreed upon by you and us.
e. Return or Destruction of Your Data. At any time during the Term or within one
year thereafter, at your written request, we will destroy or (at your election and expense) return
all of Your Data in our possession and we will direct our subcontractors to do the same.
Notwithstanding the foregoing, (i) we may retain one copy of Your Data as may be necessary
or advisable in order to comply with any applicable, laws, regulations, or for purposes of
defending or maintaining any legal or arbitral proceeding relating to this Agreement, and (ii) we
will not be required to delete (A) Your Data subject to a "litigation hold" during the hold period
or (B) Your Data in back-up, archival or electronic storage that is maintained in accordance with
our security, back-up or data retention policies; provided that any retained copies of Your Data
will continue to be protected and maintained in accordance with our obligations under this
Agreement.
f. Security Incident Procedures and Notification.
i. We will notify you in writing of any Security Incident without
undue delay after becoming aware of the Security Incident. The notice will summarize
in reasonable detail (to the extent known) the nature and scope of the Security Incident
(including a description of any Personal Information affected) and the corrective action
already taken or to be taken by us. The notice will be timely supplemented to the extent
possible as reasonably requested by you.
ii. To the extent the Security Incident is a JDXpert-Caused
Security/Privacy Incident, the following additional obligations will apply: Promptly
following our notification to you, the parties will coordinate with each other as needed
to investigate the Security Incident, and, without undue delay, we will deliver to you a
root cause assessment and future incident mitigation plan with regard to the Security
Incident. We will use diligent efforts to contain and counteract the Security Incident in
a timely manner and prevent a recurrence of any such Security Incident. We will
maintain and preserve all documents, records, and other data related to the Security
Incident as required by applicable law and good industry practice. We will perform or
take any other actions required of us to comply with Data Privacy Laws as a result of the
Security Incident and reasonably cooperate with you in your efforts to do the same.
g. Data Privacy. We will store, use and otherwise process any of Your Data that
constitutes "personal information," "personal data" or "personally identifiable information" as
defined in applicable laws (collectively "Personal Information") in all material respects in
accordance with all applicable laws relating to the privacy and protection of Personal
Information ("Data Privacy Laws"), including but not limited to the California Consumer
Privacy Act of 2018 and its implementing regulations (as amended, restated or supplemented
from time to time, "CCPA"). We will not access, use, handle, maintain, process, dispose of, or
disclose Personal Information other than as permitted or required under this Agreement or Data
Privacy Laws. We will limit dissemination of Personal Information to our employees and
subcontractors who (i) need to know the information to enable us to perform our obligations or
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exercise our rights under this Agreement, and (ii) are bound by confidentiality obligations
substantially equivalent to those provided for in this Agreement. We will cooperate with you as
may be reasonably required to enable you to comply with Data Privacy Laws, including by
reasonably assisting you in complying with individuals' rights in regards to their Personal
Information under Data Privacy Laws. In furtherance of the foregoing, based on the data that
you will process using the Software or otherwise provide to us, if and to the extent Data Privacy
Laws require additional clauses to be executed by us beyond those set forth in this Agreement,
then you must notify us in writing of such requirement and we will in good faith review,
negotiate and consider adding such clauses as an addendum to this Agreement. In the absence
of such notice you represent and warrant that no additional clauses are required.
h. CCPA Compliance. You and we both agree that you are a business and we are a
service provider under the CCPA. During the Term and thereafter, we will: (i) not retain, use
or disclose personal information for any purpose (including any commercial purpose) other than
for the specific purpose of providing the Software and performing the Services contemplated by
this Agreement; (ii) not retain, use or disclose personal information outside of the direct business
relationship between you and us; and (iii) not sell the personal information to any third parties.
We certify that we understand and will comply with the restrictions, duties and obligations set
forth in this Section 7.h. In the event that any consumer makes a request directly to us with
respect to exercising its privacy rights under the CCPA, we will promptly notify you and provide
you with a copy of the consumer request, inform the consumer that the consumer's request
cannot be acted upon because the request has been sent to a service provider, provide you with
a copy of such response, and reasonably cooperate with you in your efforts to respond and act
on the consumer's request in accordance with the requirements of the CCPA, in each case unless
legally prohibited from doing so. As permitted and provided by CCPA, nothing in this Section
7.h will prohibit us from retaining, using or disclosing the personal information in connection
with: (z) retaining or employing another service provider as a subcontractor, provided the
subcontractor meets the requirements for a service provider under the CCPA; (y) our internal
use to build or improve the quality of our Software or Services, provided that the use does not
include building or modifying household or consumer profiles for use in providing services to
another business, or correcting or augmenting data acquired from another source; (x) detecting
data security incidents, or protecting against fraudulent or illegal activity; (w) complying with
applicable laws; (v) complying with a civil, criminal or regulatory inquiry, investigation,
subpoena, or summons by governmental authorities; (u) cooperating with law enforcement
agencies concerning conduct or activity that you, we or a third party reasonably and in good
faith believes may violate applicable law; or (t) exercising or defending legal claims. For the
purposes of this Section 7.h, the terms "business," "commercial purpose," "consumer,"
"personal information," "processing," "sell" and "service provider" shall have the meanings
given to such terms in CCPA.
i. No Sensitive Data. You understand and accept that the Software and our other
systems and networks are not designed or intended for the storage, processing or protection of
Sensitive Data and may not provide adequate or legally -required security or other protections
for Sensitive Data. Therefore, notwithstanding anything to the contrary in this Agreement, we
will have no responsibility or liability for any Sensitive Data that you, your Affiliate, your
Authorized Users or any other employee, contractor or agent under your control or direction or
acting on your behalf may voluntarily choose to input into the Software or otherwise provide to
us in connection with the Services or our performance under this Agreement. For the purposes
of this Agreement, "Sensitive Data" means the following: "protected heath information" within
the meaning of the Health Insurance Portability and Accountability Act; credit card, debit card
or other payment card information; financial account information of any kind; identity numbers
issued by any government agency such as driver's license number, Social Security number or
passport number; the results of background checks; passwords or other access credentials that
would or could be used to access any personal accounts (other than passwords and/or access
credentials used by Authorized Users to log in to and access the Software which shall not be
excluded as a result of this provision); biometric information or genetic data.
8. Fees and Payment.
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a. Fees. You will pay to us the fees and charges described in your Order or an
Attachment (the "Fees") in accordance with the Order or Attachment (as applicable) and this
Section 8. In addition, unless otherwise specified in your Order, in each renewal term (i.e., for
the avoidance of doubt, after the conclusion of the Initial Term of Subscription as set forth in
your Order) all Software subscription Fees may, in our discretion, be increased for the renewal
term (i) by up to seven percent (7%) above the Fees prevailing in the immediately prior initial
term or renewal term (in addition to any increases in pricing corresponding to any changes in
usage or other pricing parameters) without additional notice to you, or (ii) by a greater amount
if we notify you of the pending Fee increase at least 60 days prior to the commencement of the
upcoming renewal. All purchases are final, all payment obligations are non -cancelable and
(except as otherwise expressly provided in this Agreement or in your Order or the applicable
Attachment) all Fees once paid are non-refundable.
b. Taxes. Our Fees do not include taxes and similar assessments. We will pass
along to you the cost of any sales and excise (and other similar) taxes, duties and charges of any
kind imposed by a governmental authority on amounts payable under this Agreement, other than
taxes imposed on our income. If any such amounts are owed to a governmental authority, we
will calculate the amount of the obligation and include this on your bill or invoice, and we will
remit those amounts to the applicable authority. If you are exempt from such taxes, you must
provide us with a true, up-to-date and complete copy of your direct pay permit or exemption
certificate.
c. Payment. You will make all payments in US dollars. Invoiced amounts are due
30 days from the invoice date. You are responsible for providing complete and accurate billing
and contact information and notifying us of any changes to that information.
9. Ownership and Intellectual Property Rights.
a. JDXpert Materials. You acknowledge and agree that we (or the respective rights
holders in any Third -Party Materials) own all right, title and interest in and to the JDXpert
Materials (for the avoidance of doubt excluding any of Your Data or Confidential Information),
including all associated features, functionality, software, content, materials and services made
available thereon by us, including all new versions, Updates, configurations, revisions,
derivative works, improvements and modifications of the foregoing, the look and feel, ideas,
algorithms, methods and concepts underlying or embedded in the foregoing and all related
intellectual property rights (collectively, the "JDXpert IP"). We are not granting you any right,
license or authorization with respect to the JDXpert IP except as we've specifically provided in
Section 2 above. We and the respective rights holders in any Third -Party Materials reserve all
other rights in and to the JDXpert IP.
b. Content Library and JDXCSP. As an authorized user of JDXpert, you will be
provided with access to a content library of sample job descriptions (the "Content Library")
that you may use with JDXpert to develop individual job descriptions for your own internal use.
You may not download or export information from the Content Library for any other purpose.
A portion of the Content Library consists of crowd -sourced contributions of job description
elements ("JDXCSP Data") from you and other authorized users of JDXpert that participate in
the JDXpert Content Sharing Program ("JDXCSP"). JDXCSP content is available pursuant to
and subject to the terms and conditions of the JDXCSP Guidelines, available at
https://jdxpert.com/jdxcsp/ and which form a part of and are incorporated into this Agreement
by reference.
c. Your Data. As between you and us, you are and will remain the sole and
exclusive owner of all right, title and interest in and to all of Your Data, including all intellectual
property rights relating to Your Data, subject to the rights you grant to us in this Section 9.c.
You grant to us and our subcontractors all such rights and permissions in or relating to Your
Data as are necessary to: (i) perform the Services and provide the Software during the Term;
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and (ii) enforce this Agreement and exercise our rights and perform our obligations under this
Agreement.
d. Publicity Rights. During the Term, you agree that we may, without separate
written consent from you, include your name, trademarks and logos on our website and in other
sales and marketing materials in order to factually identify you as a current customer.
e. Third -Party Materials. Notwithstanding any contrary term in this Agreement, the
Software may contain or be provided with open source software components and/or other
software owned by third parties ("Third -Party Materials"), each of which has its own
copyright and its own applicable license terms and conditions. You and your Affiliates will
have the right to directly license any such open source software from the owner thereof, and will
be licensed the right hereunder to use any other third -party software, in each case under the
terms and subject to the conditions of the applicable open source license or other license terms
and conditions and/or copyright notices that can be found in the information provided by us in
the Documentation or in any "Third -Party Licenses ReadMe" file or similar file located in the
installation directory for the applicable software (rather than the terms of this Agreement).
10. Term and Termination.
a. Term; Renewal. The initial term of this Agreement commences on the first date
you accept this Agreement in accordance with Section 1 above and continues for the period
specified in your Order as the "Initial Term" (the "Initial Term"). Thereafter, unless otherwise
specified in your Order, this Agreement will automatically renew for successive periods equal
to the length of the "Renewal Period" specified in the Order (each, a "Renewal Period"), unless
one party provides written notice to the other of its intent not to renew at least 30 days prior to
the end of the then -current Initial Term or Renewal Period. The Initial Term and each Renewal
Period (if any) are referred to in this Agreement collectively as the "Term."
b. Termination. In addition to any other termination rights described in this
Agreement, this Agreement may be terminated prior to the end of the Term at any time by either
party, effective when that party provides written notice to the other, if the other party materially
breaches this Agreement and such breach (i) remains uncured 30 days after the non -breaching
party provides the breaching party with written notice regarding such breach, or (ii) is the second
(or higher ordinal) breach of the limitations and restrictions in Section 2.b.
c. Effect of Termination. The exercise of any right of termination under this
Agreement will not affect any rights of either party (including rights to payment) that have
accrued prior to the effective date of termination and will be without prejudice to any other legal
or equitable remedies to which a party may be entitled. If this Agreement is terminated or
expires, then: (i) all rights, licenses and authorizations granted by one party to the other (other
than rights to JDXCSP Data that survive termination of this Agreement in accordance with
Section 9.b) will immediately terminate, (ii) we may disable your, your Affiliates' and your
Authorized Users' access to the JDXpert Materials, and (iii) we each will cease all use of the
other party's Confidential Information and (at such other party's request) promptly destroy or
return all of the other party's Confidential Information.
d. Surviving Terms. Sections 6 (Confidentiality), 7 (Data Security), 9 (Intellectual
Property Rights), 10.c (Effect of Termination), 12 (Indemnification), 13 (Limitations of
Liability), 15 (Miscellaneous), 16 (Definitions) and this Section 10.d will survive any expiration
or termination of this Agreement.
11. Representations and Warranties.
a. By You Regarding Your Data. You represent and warrant that: (i) your, your
Affiliates' and your Authorized Users' collection and use of all of Your Data (including your
choice to upload and process Your Data to and through the Software as contemplated in this
Agreement) and your Confidential Information is consistent with your own privacy policy and
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your license agreements and other agreements with third parties; (ii) you either own, or have all
rights, permissions and consents that are necessary to store, use and process, and to permit us,
our subcontractors and the Software to store, use and otherwise process as contemplated in this
Agreement, all of Your Data and your Confidential Information; (iii) our and our subcontractors'
access to and storage, use and other processing of Your Data and your Confidential Information
(including all personal data included in Your Data and your Confidential Information) as
contemplated by this Agreement does not and will not violate any applicable law, rule or
regulation or infringe, misappropriate or otherwise violate any intellectual property right,
privacy right or other right of any third party. To the extent allowed or permitted by Colorado
law, you will defend us from and against any Claims brought by a third party, and you will
indemnify and hold us harmless from any Losses associated with such third party Claims, in
each case to the extent the same are based on allegations that you, your Affiliate, your
Authorized Users or any other employee, contractor or agent under your control or direction or
acting on your behalf have breached any representation or warranty in this Section 11.a.
b. By Us Regarding Our Services. We warrant that we will perform all Services in
a professional and workmanlike manner, using adequate resources and appropriately qualified
personnel, and consistent with generally -accepted standards of quality in our industry. If we
breach this warranty, we will promptly re -perform the non -conforming Services at no additional
cost to you.
c. By Us Regarding Our Software. We warrant that the Software will at all times
during the Term substantially conform in all material respects to its Documentation and the
written specifications expressly set forth by you and us in your Order. However, the warranty
in this Section does not apply to any non-conformance resulting from: (x) use of the Software
in a manner inconsistent with this Agreement or its Documentation, (y) the operation of or access
to your, your Affiliate's or a third party's system or network, or (z) Your Data or any Third -
Party Materials.
d. Remedy for Breach of Software Warranty. If we breach the warranty set forth in
Section 11.c, we will, at our sole option and expense, take any of the following steps to remedy
such breach: (i) modify, fix or correct the Software to remedy such non -conformity; (ii) replace
the non -conforming portion of the Software, as applicable, with functionally equivalent
software; or (iii) if the remedies in clauses (i) and (ii) are not feasible by commercially
reasonable standards, terminate this Agreement and promptly refund to you on a pro rata basis
the share of any Software subscription fees prepaid by you for the future portion of the applicable
subscription term that would have remained but for such termination (a "Refund of Fees"). If
we do not cure a warranty breach or terminate this Agreement as permitted by the immediately
preceding sentence within 30 days after our receipt of written notice of such breach, you will
have the right to terminate this Agreement and we will promptly provide to you a Refund of
Fees.
e. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS LIMITED
WARRANTIES IN SECTIONS 11.b AND 11.c AND THE AVAILABILITY REQUIREMENT
SET FORTH IN SECTION 4.d ABOVE, ALL SERVICES AND THE JDXPERT
MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WE
HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -
INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, AND EXCEPT FOR THE
AVAILABILITY REQUIREMENT SET FORTH IN SECTION 4.d ABOVE, NEITHER WE
NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE
JDXPERT MATERIALS WILL BE ACCURATE, RELIABLE, ERROR -FREE OR
UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED OR THAT THE JDXPERT
MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
12. Indemnification.
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a. By Us. We will defend you from and against any Claims brought by a third party,
and will indemnify and hold you harmless from any Losses associated with such third party
Claims, in each case to the extent the same are based on: (i) allegations that the Software or your
use thereof (excluding Your Data or Confidential Information) infringe any U.S. patent,
copyright or trademark of such third party, or misappropriate the trade secret of such third party
(each, an "Infringement Claim"); (ii) our fraud, gross negligence or willful misconduct; (iii)
our breach of our confidentiality obligations in Section 6 above; (iv) a JDXpert-Caused
Security/Privacy Incident; or (v) personal injury (including death) or damage to tangible
personal property caused by our negligent or more culpable conduct.
b. Exclusions from Infringement Claims. Notwithstanding the foregoing, we will
have no liability or obligation with respect to any Infringement Claim to the extent based upon
or arising out of: (i) access to or use of the Software in combination with any hardware, system,
software, network or other materials or service not provided by us (or authorized in the
Documentation or otherwise in writing by us); (ii) modifications or configurations made to the
Software by anyone other than us or a party acting under our direction without our prior written
consent; (iii) JDXCSP Data; (iv) Third -Party Materials; or (v) any action taken by you, your
Affiliate or any Authorized User relating to use of the Software that violates this Agreement.
c. Mitigation for Infringement Claims. If the Software is, or in our opinion is likely
to be, the subject of an Infringement Claim, or if your, your Affiliate's or any Authorized User's
use of the Software is enjoined or threatened to be enjoined, we will, at our option and our sole
cost and expense: (i) obtain the right for you to continue to use the allegedly infringing Software
as contemplated by this Agreement, (ii) modify or replace the allegedly infringing Software to
make such Software (as so modified or replaced) non -infringing, without causing a material loss
of features or functionality, or (iii) if the remedies in clauses (i) and (ii) are not feasible within
commercially reasonable standards, then we may terminate this Agreement upon written notice
and without any liability to you and we will promptly refund to you on apro rata basis the share
of any Software subscription fees prepaid by you for the future portion of the applicable
subscription term that would have remained but for such termination.
d. Indemnification Procedures. If a party reasonably believes it is entitled to
indemnification under this Agreement, such party (the "Indemnified Party") promptly must
give the other party (the "Indemnifying Party") written notice of the claim of indemnification,
provided that an Indemnified Party's failure to notify the Indemnifying Party will not diminish
the Indemnifying Party's indemnification obligations except to the extent the Indemnifying
Party is materially prejudiced as a result of such failure. Any such notice shall set forth in
reasonable details the facts, circumstances and basis of the applicable Claim. Upon receipt of
notice of the assertion of a Claim, the Indemnifying Party will have the right to control the
defense or settlement of the matter at its own expense and with counsel of its choice, provided
that the Indemnifying Party shall not enter into any settlement of the relevant Claim without
written consent of the Indemnified Party (not to be unreasonably withheld). The Indemnified
Party must cooperate reasonably with the Indemnifying Party, at the Indemnifying Party's
expense, to facilitate the defense, compromise or settlement of any Claims. The Indemnified
Party may employ separate counsel and participate in any indemnified Claim, but the fees and
expenses of such counsel will be at the expense of the Indemnified Party.
13. Limitation of Liability.
a. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO
ANY OTHER PERSON OR ENTITY FOR DIRECT DAMAGES IN EXCESS OF THE
AMOUNT OF FEES ACTUALLY PAID BY YOU TO US UNDER THIS AGREEMENT
DURING THE 36 -MONTH PERIOD IMMEDIATELY PRECEDING YOUR FIRST CLAIM
AGAINST US HEREUNDER (THE "DAMAGES CAP"). ADDITIONALLY, UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY HAVE ANY LIABILITY WITH RESPECT
TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR LOSS OF
PROFITS OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY,
INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED
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OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH
LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY,
PRODUCTS LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS OF
LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR
OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. Exclusions from Limitations. The exclusions and limitations of liability in
Section 13.a will not apply to (i) a party's indemnification obligations under this Agreement;
(ii) a party's fraud, gross negligence or willful misconduct; (iii) a party's breach of its
confidentiality obligations under Section 6; (iv) a JDXpert-Caused Security/Privacy Incident; or
(v) a party's (or your Affiliate's) infringement or misappropriation of the other party's
intellectual property rights; provided that in any event our maximum liability for damages of
any kind or nature in connection with a JDXpert-Caused Security/Privacy Incident and our
related indemnification obligations set forth in Section 12.a.iv above (other than to the extent
such damages are caused by our fraud, gross negligence or willful misconduct) will not exceed
three times (3x) the Damages Cap.
14. Insurance. During the Term we will maintain the following insurance coverages with respect to all
activities related to our provision of JDXpert Materials and performance of the Services to be provided
under this Agreement: (i) commercial general liability insurance (including products and completed
operations coverage) with per occurrence and aggregate limits of not less than $2,000,000 and
$4,000,000, respectively; (ii) such workers' compensation and other employers' liability insurance as
may be required by applicable law; (iii) cyber / network security liability insurance with per occurrence
and aggregate limits of not less than $5,000,000 and $5,000,000, respectively; and (iv) umbrella liability
insurance with per occurrence and aggregate limits of not less than $2,000,000 and $2,000,000,
respectively. Upon reasonable written request, we will promptly furnish a certificate evidencing such
coverages.
15. Miscellaneous.
a. Entire Agreement. This Agreement, your Order and each Attachment together
constitute the entire agreement between the parties on the subject matter hereof, and supersede
all prior negotiations, understandings or agreements (oral or written) and all past dealing or
industry custom.
b. Amendment, Severability and Waiver. No change, consent or waiver under this
Agreement will be effective unless in writing and signed by the party against which enforcement
is sought. Any delay or failure of either party to enforce its rights, powers or privileges under
this Agreement, at any time or for any period, will not be construed as a waiver of such rights,
powers and privileges, and the exercise of one right or remedy will not be deemed a waiver of
any other right or remedy. If any provision of this Agreement is determined to be illegal or
unenforceable, that provision will be limited or eliminated to the minimum extent necessary so
that this Agreement will otherwise remain in full force and effect and enforceable.
c. Governing Law and Venue. Except as expressly provided in Section 7.h (CCPA
Compliance) or otherwise expressly agreed by you and us, this Agreement will be governed by
and construed in accordance with the laws of the State of Colorado, without regard to its conflicts
of law provisions. The sole jurisdiction and venue for actions related to this Agreement will be
the state or federal courts located in the State of Colorado, and both parties consent to the
exclusive jurisdiction of such courts with respect to any such action.
d. Notices. All notices under this Agreement must be in writing and may be
delivered by electronic mail, certified or registered mail, overnight courier, or personal delivery,
in each case to the address or e-mail address specified in your Order.
e. Assignment. Neither party may assign or otherwise transfer this Agreement
without the prior written consent of the other party; provided that either party may assign this
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Agreement in its entirety without the other party's consent to its affiliates or to an entity that
acquires all or substantially all of the business or assets of such party to which this Agreement
pertains, whether by merger, reorganization, acquisition, sale or otherwise. This Agreement will
be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.
f. No Third Party Beneficiaries. This Agreement is for the sole benefit of the
parties hereto and their respective successors and permitted assigns and nothing herein, express
or implied, is intended to or will confer on any other person or entity any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
g. Relationship of the Parties. The relationship between the parties is that of
independent contracting parties. Nothing contained in this Agreement will be construed as
creating any agency, partnership, joint venture or other form of joint enterprise, employment or
fiduciary relationship between the parties, and neither party will have authority to contract for
or bind the other party in any manner whatsoever.
h. Force Majeure. Neither party will be liable for any delays or non-performance
of its obligations arising out of actions or decrees of governmental authorities (including
enactment or adoption of law or regulation) following the first date you accept this Agreement,
criminal acts of third parties, telecommunication failures not caused by a party, problems with
equipment or software provided by other parties, earthquakes, flood, and other natural disasters,
war, terrorism, acts of God, or fire, or other similar causes not within such party's reasonable
control (each, a "Force Majeure Event"). In the event of any failure or delay caused by a Force
Majeure Event, the affected party shall give prompt written notice to the other party stating the
period of time the occurrence is expected to continue and use commercially reasonable efforts
to end the failure or delay and minimize the effects of such Force Majeure Event. Either party
may terminate this Agreement if a Force Majeure Event affecting the other party continues
substantially uninterrupted for a period of 30 days or more.
i. Equitable Remedies. Each party acknowledges and agrees that a breach or
threatened breach by such party of any of its obligations under Section 2.b (Limitations and
Restrictions) or Section 6 (Confidentiality) of this Agreement would cause the other party
irreparable harm for which monetary damages would not be an adequate remedy and that, in the
event of such breach or threatened breach, the other party will be entitled to seek equitable relief,
including in a restraining order, an injunction, specific performance and any other relief that
may be available from any court of competent jurisdiction, without any requirement to post a
bond or other security, or to prove actual damages or that monetary damages are not an adequate
remedy. Such remedies are not exclusive and are in addition to all other remedies that may be
available at law, in equity or otherwise.
j. Conflict in Terms. If there is a conflict between this Agreement and your Order
or an Attachment, the terms of the Order or the applicable Attachment shall govern the provision
of the Software or the Services involved; provided, however, that nothing in your Order or any
Attachment may modify or supersede anything in Sections 2.b (Limitations and Restrictions), 9
(Ownership and Intellectual Property Rights), 11 (Representations and Warranties), 12
(Indemnification), 13 (Limitation of Liability), or 15 (Miscellaneous) of this Agreement unless
an express cross-reference is made to the relevant provision of this Agreement in the Order or
Attachment (as applicable) and the parties have expressly agreed in the Order or Attachment to
modify or alter the relevant provision of this Agreement.
k. Counterparts. The Order and each Attachment may be executed in counterparts,
each of which is deemed an original, but all of which together are deemed to be one and the
same agreement. A signed copy of the Order or any Attachment delivered by facsimile, e-mail
or other electronic means is deemed to have the same legal effect as delivery of an original
signed copy of this Agreement.
1. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
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protections, or other provisions, of the Colorado Governmental Immunity Act 24-10-101 et.
seq., as applicable nor or hereafter amended.
m. Attorney Fees/Legal Costs. In the event of a dispute between Weld County and
HRTMS Incorporated, d/b/a JDXpert 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.
16. Other Definitions. Capitalized and other terms that are used in this Agreement have the meanings
described below:
"Affiliate" means another entity that directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with you and is expressly identified as a covered "Affiliate" in an
Order. The term "control" (including the terms "controlled by" and "under common control with") means the
power to direct or cause the direction of the management and policies of an entity through the ownership of
more than fifty percent (50%) of the voting securities of the entity.
"Attachment" means an exhibit, addendum, statement of work or other attachment to this Agreement (other
than your Order) executed by you and us that references this Agreement, and in each case which forms a part
of and is incorporated into this Agreement by reference for all purposes
"Authorized User" means your employees or employees of your Affiliates who have registered to use
JDXpert by and through your account and to whom we have provided access codes to log -in to JDXpert through
the Site. Unless we have provided prior written consent, "Authorized Users" shall not include any third parties,
including but not limited to third party independent contractors, consultants, agents, subcontractors, vendors or
service providers.
"Claim" means any investigation by a governmental body, claim, suit, action or proceeding.
"Documentation" means the then -current online, electronic and written user documentation and guides we
make available to you, your Affiliates and your Authorized Users which describe the functionality, components,
features or requirements of the Software, as we may update from time to time in our discretion.
"Harmful Code" means any software, hardware or other technology, device or means, including any virus,
worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized
access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (a) computer,
software, firmware, hardware, system or network or (b) any application or function of any of the foregoing or
the security, integrity, confidentiality or use of any data processed thereby.
"Loss" means any and all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards,
penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of
enforcing any right to indemnification and the cost of pursuing any insurance providers.
"Order" means the Order executed by you and us that references this Agreement, and which forms a part
of and is incorporated into this Agreement by reference for all purposes.
"Permitted Use" means your internal business purposes in the ordinary course of such business.
"Security Incident" means any accidental, unauthorized or unlawful access, disclosure, loss, destruction,
alteration, acquisition or use of Your Data (including, for the avoidance of doubt, any of Your Data that consists
of Personal Information of your employees or other personnel) that compromises the security, confidentiality
or integrity of Your Data. "Security Incidents" exclude unsuccessful attempts or activities that do not
compromise the security, confidentiality or integrity of Your Data, including but not limited to pings and other
broadcast attacks on firewalls or edge servers, port scans, unsuccessful log -on attempts, denial of service
attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond
headers), or similar incidents. A "JDXpert-Caused Security/Privacy Incident" is a Security Incident that is
caused by our breach or violation of our obligations set forth in Section 6 (Confidentiality) or Section 7 (Data
Security and Privacy) of this Agreement.
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"You" and "your" as used throughout this Agreement refers to the party (other than us) entering into this
Agreement to obtain a subscription to JDXpert and our Services.
"Your Data" means information, data, records or other materials that are uploaded directly by you, your
Affiliate or an Authorized User either (i) by or through the Software for the purposes of being stored or
otherwise processed within the Software, or (ii) to a File Transfer Protocol (FTP) site provided to you by us for
purposes of facilitating our provision of Support Services, Implementation Services or other Services to you.
For purposes of this Agreement, Your Data does not include JDXCSP Data that you choose to contribute
through JDXCSP; such data is governed by the JDXCSP Guidelines referenced in Section 9.b above.
EXHIBIT A
REQUEST FOR BID
WELD COUNTY, COLORADO
PO Box 758 / 1401 North 17th Avenue
GREELEY, CO 80632
DATE: August 8, 2023
Bid NUMBER: B2300153
DESCRIPTION: Online Service to Create Standardized Job Descriptions
DEPARTMENT: Human Resources
VENDOR QUESTIONS DUE DATE: August 23, 2023 10:00 AM MDT/MST
BID OPENING DATE: September 13, 2023 10:00 A.M. MDT/MST
1. NOTICE TO BIDDERS:
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 the
following: Online Service to Create Standardized Job Descriptions
Bids will be received at the Office of the Weld County Information Technology Department at PO Box 758
/ 1401 North 17th Avenue, Greeley CO 80632 until: September 13, 202310:00A.M. MDTIMST,
PAGES 1 - 9 OF THIS REQUEST FOR BIDS CONTAIN GENERAL INFORMATION FOR THE
REQUEST NUMBER REFERRED TO ABOVE. NOT ALL OF THE INFORMATION CONTAINED IN
PAGES 1 - 9 MAY BE APPLICABLE FOR EVERY PURCHASE. BID SPECIFICS FOLLOW PAGE
9.
2. INVITATION TO BID:
Weld County requests bids for the above -listed merchandise, equipment, and/or services. Said
merchandise and/or equipment shall be delivered to the location(s) specified herein
Bids shall include any and all charges for freight, delivery, containers, packaging, less all taxes and
discounts, and shall, in every way, be the total net price which the bidder will expect the Weld County to
pay if awarded the bid.
You can find information concerning this request on the Bidnet Direct website at
www.bidnetdirect.com. Weld County Government is a member of BidNet Direct. BidNet Direct is an on-line
notification system which is being utilized by multiple non-profit and governmental entities.
Participating entities post their bids, quotes, proposals, addendums, and awards on this one centralized
system.
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Bid Delivervto Weld County:
Email. Bids may be emailed to: roveracker@weld.gov. Emailed bids 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 bid/proposal.
Please call Ross Overacker at 970-400-4245 if you have any questions.
3. INSTRUCTIONS TO BIDDERS: INTRODUCTORY INFORMATION
Bids shall be typewritten or written in ink on forms prepared by the Weld County Purchasing
Department. Each bid must give the full business address of bidder and be signed by them with their
usual signature. Bids by partnerships must furnish the full names of all partners and must be signed
with the partnership name by one of the members of the partnership or by an authorized
representative, followed by the signature and title of the person signing. Bids by corporations must be
signed with the legal name of the corporation, followed by the name of the state of the incorporation
and by the signature and title of the president, secretary, or other person authorized to bind it in the
matter. The name of each person signing shall also be typed or printed below the signature. A bid by
a person who affixes to their signature the word "president," "secretary," "agent," or other title without
disclosing their principal, may be held to be the bid of the individual signing. When requested by the
Weld County Controller, Purchasing Director, or Chief Information Officer, satisfactory evidence of the
authority of the officer signing on behalf of a corporation shall be furnished. A power of attorney must
accompany the signature of anyone not otherwise authorized to bind the Bidder. All corrections or
erasures shall be initialed by the person signing the bid. All bidders shall agree to comply with all of
the conditions, requirements, specifications, and/or instructions of this bid as stated or implied herein.
All designations and prices shall be fully and clearly set forth. All blank spaces in the bid forms shall
be suitably filled in. Bidders are required to use the Proposal Forms which are included in this
package and on the basis indicated in the Bid Forms. The Bid Proposal must be filled out completely, in
detail, and signed by the Bidder.
Late or unsigned bids shall not be accepted or considered. It is the responsibility of the bidder to
ensure that the bid arrives in the Weld County Information Technology Department on or prior to the
time indicated in Section 1, entitled, "Notice to Bidders." Bids received prior to the time of opening will
be kept unopened in a secure place. No responsibility will attach to the Weld County Chief Information
Officer for the premature opening of a bid not properly addressed and identified. Bids may be
withdrawn upon written request to and approval of the Weld County Chief Information Officer; said
request being received from the withdrawing bidder prior to the time fixed for award. Negligence on the
part of a bidder in preparing the bid confers no right for the withdrawal of the bid after it has been
awarded. Bidders are expected to examine the conditions, specifications, and all instructions contained
herein, failure to do so will be at the bidders' risk.
In accordance with Section 14-9(3) of the Weld County Home Rule Charter, Weld County will give
preference to resident Weld County bidders in all cases where said bids are competitive in price and
quality. It is also understood that Weld County will give preference to suppliers from the State of
Colorado, in accordance with C.R.S. § 30-11-110 (when it is accepting bids for the purchase of any
books, stationery, records, printing, lithographing or other supplies for any officer of Weld County).
Weld County reserves the right to reject any and all bids, to waive any informality in the bids, to award
the bid to multiple vendors, and to accept the bid that, in the opinion of the Board of County
Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one
vendor.
In submitting the bid, the bidder agrees that the signed bid submitted, all of the documents of the
Request for Proposal contained herein (including, but not limited to the product specifications and
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scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the
Board of County Commissioners, together constitutes a contract, with the contract date being the date
of signature by the Chair of the Board of County Commissioners.
4. SUCCESSFUL BIDDER HIRING PRACTICES - ILLEGAL ALIENS
Successful bidder certifies, warrants, and agrees that it does not knowingly employ or contract with an
illegal alien who will perform work under this contract. Successful bidder will confirm the employment
eligibility of all employees who are newly hired for employment in the United States to perform work
under this 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 bidder shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement or enter into a contract with a
subcontractor that fails to certify with Successful bidder that the subcontractor shall not knowingly
employ or contract with an illegal alien to perform work under this Agreement. Successful bidder shall
not use E -Verify Program or State of Colorado program procedures to undertake pre -employment
screening or job applicants while this Agreement is being performed. If Successful bidder obtains actual
knowledge that a subcontractor performing work under the public contract for services knowingly
employs or contracts with an illegal alien Successful bidder shall notify the subcontractor and County
within three (3) days that Successful bidder 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
bidder shall not terminate the 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 bidder 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 bidder participates in the State of Colorado program, Successful bidder shall, within
twenty days after hiring a new employee to perform work under the contract, affirm that Successful
bidder 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 bidder 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
bidder fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County,
may terminate this Agreement for breach, and if so terminated, Successful bidder 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 bidder receives federal or state funds under the contract, Successful bidder 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 contract. If Successful bidder 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.
5. GENERAL PROVISIONS
A. Fund Availability: Financial obligations of Weld County payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. By acceptance of the bid, Weld County does not warrant that funds will be available to
fund the contract beyond the current fiscal year.
B. Confidential Information: Confidential information of the bidder should be transmitted separately
from the main bid submittal, clearly denoting in red on the information at the top the word,
"CONFIDENTIAL." However, the successful bidder is advised that as a public entity, Weld County
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must comply with the provisions of C.R.S. 24-72-201, et seq.,the Colorado Open Records Act
(CORA), with regard to public records, and cannot guarantee the confidentiality of all documents. If
Weld County receives a CORA request for bid information marked "CONFIDENTIAL", staff will
withhold any information which is clearly marked CONFIDENTIAL and submitted separately. Weld
County staff will not be responsible for redacting or identifying Confidential information which is
included within the body of the bid and not separately identified.
C. Governmental Immunity: No term or condition of the contract 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.
D. Independent Contractor: The successful bidder shall perform its duties hereunder as an
independent contractor and not as an employee. He or she shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to the contract. Neither the
successful bidder nor any agent or employee thereof shall be deemed to be an agent or employee
of Weld County. The successful bidder and its employees and agents are not entitled to
unemployment insurance or workers' compensation benefits through Weld County and Weld
County shall not pay for or otherwise provide such coverage for the successful bidder or any of its
agents or employees. Unemployment insurance benefits will be available to the successful bidder
and its employees and agents only if such coverage is made available by the successful bidder or
a third party. The successful bidder shall pay when due all applicable employment taxes and
income taxes and local head taxes (if applicable) incurred pursuant to the contract. The successful
bidder shall not have authorization, express or implied, to bind Weld County to any agreement,
liability or understanding, except as expressly set forth in the contract. The successful bidder shall
have the following responsibilities with regard to workers' compensation and unemployment
compensation insurance matters: (a) provide and keep in force workers' compensation and
unemployment compensation insurance in the amounts required by law, and (b) provide proof
thereof when requested to do so by Weld County.
E. Compliance with Law: The successful bidder 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.
F. Choice of Law: Colorado law, and rules and regulations established pursuant thereto, shall be
applied in the interpretation, execution, and enforcement of the contract. Any provision included or
incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be
null and void.
G. No Third Party Beneficiary Enforcement: It is expressly understood and agreed that the
enforcement of the terms and conditions of the contract, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties and nothing in the contract shall
give or allow any claim or right of action whatsoever by any other person not included in the
contract. It is the express intention of the undersigned parties that any entity other than the
undersigned parties receiving services or benefits under the contract shall be an incidental
beneficiary only.
H. Attorney's Fees/Legal Costs: In the event of a dispute between Weld County and the successful
bidder, concerning the contract, the parties agree that Weld County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of the
successful bidder.
I. 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
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be discriminated against on the grounds of race, color, national origin, sex, age, or disability in
consideration for an award.
J. Procurement and Performance: The successful bidder 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
bidder shall further be responsible for the timely completion, and acknowledges that a failure to
comply with the standards and requirements outlined in the Bid within the time limits prescribed by
County may result in County's decision to withhold payment or to terminate this Agreement.
K. Term: The term of this Agreement begins upon the date of the execution of this Agreement by
County, and shall continue through and until successful bidder's completion of the responsibilities
described in the Bid.
L. 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.
M. Extension or Modification: Any amendments or modifications to this agreement shall be in
writing signed by both parties. No additional services or work performed by the successful bidder
shall be the basis for additional compensation unless and until the successful bidder 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.
N. Subcontractors: The successful bidder acknowledges that County has entered into this
Agreement in reliance upon the particular reputation and expertise of the successful bidder. The
successful bidder shall not enter into any subcontractor agreements for the completion of this
Project 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
subject Project during the performance of this Agreement and no personnel to whom County has
an objection, in its reasonable discretion, shall be assigned to the Project. The successful bidder
shall require each subcontractor, as approved by County and to the extent of the Services to be
performed by the subcontractor, to be bound to the successful bidder by the terms of this
Agreement, and to assume toward the successful bidder all the obligations and responsibilities
which the successful bidder, 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 the successful bidder and the successful bidder shall cooperate in such process. The
successful bidder shall be responsible for the acts and omissions of its agents, employees and
subcontractors.
O. Warranty: The successful bidder 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 bidder 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 specifications. 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 bidder 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 bidder shall warrant that they have
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title to the goods supplied and that the goods are free and clear of all liens, encumbrances, and
security interests.
Service Calls in the First One Year Period: The successful bidder shall bear all costs for mileage,
travel time, and service trucks used in the servicing (including repairs) of any of the goods to be
purchased by Weld County, Colorado, pursuant to this bid for as many service calls as are
necessary for the first one (1) year period after said goods are first supplied to Weld County.
Bidder shall submit with their bids the following information pertaining to the equipment upon which
the bids are submitted:
1. Detailed equipment specifications to include the warranty.
2. Descriptive literature.
P. Non -Assignment: The successful bidder may not assign or transfer this Agreement or any
interest therein or claim thereunder, without the prior written approval of County. Any attempts by
the successful bidder 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 the
successful bidder hereunder. Such consent may be granted or denied at the sole and absolute
discretion of County.
Q. 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.
R. 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.
S. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507.
The signatories to this Agreement agree 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. County has no interest and shall not acquire any interest direct or indirect, that
would in any manner or degree interfere with the performance of the successful bidder's services
and the successful bidder shall not employ any person having such known interests. During the
term of this Agreement, the successful bidder shall not engage in any in any business or personal
activities or practices or maintain any relationships which actually conflicts with or in any way
appear to conflict with the full performance of its obligations under this Agreement. Failure by the
successful bidder to ensure compliance with this provision may result, in County's sole discretion,
in immediate termination of this Agreement. No employee of the successful bidder nor any
member of the successful bidder's family shall serve on a County Board, committee or hold any
such position which either by rule, practice or action nominates, recommends, supervises the
successful bidder's operations, or authorizes funding to the successful bidder.
T. 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.
U. Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extra-
judicial body or person. Any provision to the contrary in the contract or incorporated herein by
reference shall be null and void.
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V. 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.
W. Compensation Amount: Upon the successful bidder's successful completion of the service, and
County's acceptance of the same, County agrees to pay an amount no greater than the amount of
the accepted bid. The successful bidder acknowledges no payment in excess of that amount will
be made by County unless a "change order" authorizing such additional payment has been
specifically approved by the County's delegated employee, or by formal resolution of the Weld
County Board of County Commissioners, as required pursuant to the Weld County Code.
X. Taxes: County will not withhold any taxes from monies paid to the successful bidder hereunder
and the successful bidder 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.
6. INSURANCE REQUIREMENTS
General Requirements: Successful bidders must secure, at or before the time of execution of any
agreement or commencement of any work, the following insurance covering all operations, goods or
services provided pursuant to this request. Successful bidders 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. 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 bidder.
Successful bidder shall be responsible for the payment of any deductible or self -insured retention. County
reserves the right to require Successful bidder 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 coverages specified in this Agreement are the minimum requirements, and these
requirements do not decrease or limit the liability of Successful bidder. The County in no way warrants
that the minimum limits contained herein are sufficient to protect the Successful bidder from liabilities
that might arise out of the performance of the work under this Contract by the Successful bidder, its
agents, representatives, employees, or subcontractors. The successful bidder shall assess its own risks
and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The
successful bidder 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
successful bidder 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. Any modification to
these requirements must be made in writing by Weld County.
The successful bidder stipulates that it has met the insurance requirements identified herein. The
successful bidder 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 bidder and shall, without additional compensation, promptly
remedy and correct any errors, omissions, or other deficiencies.
INDEMNITY: The successful bidder shall defend, indemnify and hold harmless County, its officers,
agents, and employees, from and against injury, loss damage, liability, suits, actions, or claims of any
type or character arising out of the work done in fulfillment of the terms of this Contract or on account of
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any act, claim or amount arising or recovered under workers' compensation law or arising out of the
failure of the successful bidder to conform to any statutes, ordinances, regulation, law or court decree.
The successful bidder 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, or on account of or in consequence of neglect
of The successful bidder in its methods or procedures; or in its provisions of the materials required
herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or
other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It
is agreed that the successful bidder 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 successful bidder 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 successful bidder for the County. A failure
to comply with this provision shall result in County's right to immediately terminate this Agreement.
Types of Insurance: The successful bidder shall obtain, and maintain at all times during the term of any
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 bidder'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 bidder or subcontractor is exempt under Colorado Workers'
Compensation Act., AND when such successful bidder 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 bidder 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.
Successful bidders shall secure and deliver to the County at or before the time of execution of this
Agreement, and shall keep in force at all times during the term of the 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 Bid.
Proof of Insurance: County reserves the right to require the successful bidder to provide a certificate
of insurance, a policy, or other proof of insurance as required by the County's Risk
Administrator in their sole discretion.
Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor
liability, and inland marine, Successful bidder's insurer shall name County as an additional
insured.
Waiver of Subrogation: For all coverages, Successful bidder's insurer shall waive subrogation
rights against County.
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Subcontractors: All subcontractors, subcontractors, independent contractors, sub -vendors, suppliers
or other entities providing goods or services required by this Agreement shall be subject to all of the
requirements herein and shall procure and maintain the same coverages required of Successful
bidder. Successful bidder 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 bidder agrees to provide proof of insurance for all
such subcontractors, independent contractors, sub -vendors suppliers or other entities upon
request by the County.
The terms of this Agreement are contained in the terms recited in this Request for Bid and in the
Response to the Bid each of which forms an integral part of this Agreement. Those documents are
specifically incorporated herein by this reference.
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B2300153
SPECIFICATIONS AND/OR SCOPE OF WORK AND PROPOSED PRICING
Weld County will award the bid to the reseller/vendor with the best offering deemed most advantageous to the
County, price/cost being the primary consideration. The determination of whether the bid is acceptable and
meets the minimum requirements of the solicitation is solely within the discretion of the County.
PROJECT OVERVIEW / SCOPE
Weld County is seeking an online service to streamline job description creation and maintenance. There is a
need for standardization across Weld County in creating and maintaining uniform, professional, and legally
compliant job descriptions in a time effective manner. To accomplish this, Weld County would like to create a
standardized template which is grammatically and stylistically consistent using this service. Weld County job
description creators should have prompts available for content to use in essential job duties, required
qualifications, physical demands, and environmental conditions for each position they craft. Job descriptions
would then be stored in a vendor maintained online environment for future reference/use by Weld County.
Additionally, Weld County may potentially want to purchase professional services to convert existing job
descriptions to Weld County's new template. Currently, we have approximately 700 job descriptions to convert
to this new template.
Job descriptions in Weld County are required to be updated prior to January 1st, 2024 as we go -live with
Workday (Weld's new Enterprise Resource Planning program). Ideally, the service/template can be integrated
with Workday as well.
BID SUBMISSION
All information requested below must be submitted in the bid response. Any bid response that does not contain
all information requested will be deemed as incomplete and may be rejected by Weld County. Vendors
submitting a response to this bid will be required to give a demo of their offering. Weld County will schedule a
time and date of these demos after bids responses are submitted. Demos will be remote over Microsoft
Teams.
Bid Responses should be organized as stated below and must include the following:
A. Title Page — Show the bid number and subject, the name of the vendor, local address, telephone number,
name of contact person, and the date.
B. Firm's Experience:
1. Provide a brief summary of similar work your firm has undertaken as a service provider.
2. Provide two references for similar types of projects. For each reference, provide the contact name,
address, and telephone number.
3. Work Samples: Provide five samples of vaned job descriptions that were created using your service.
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C. Proposed Solution:
1. Define your solution that will meet Weld County's needs as described above.
2. If your company can provide the conversion of existing job descriptions to the new Weld County
template, provide a high-level schedule for completing this work.
3. High-level schedule for this project.
D. Additional Questions:
1. Does the proposed solution allow individual users (managers, recruiters, HR, etc.) to create and edit job
descriptions in a standard format ensuring that all Weld County specified components are present?
2. Are job descriptions stored iteratively in the vendor's cloud -based archives for comparison to historical
job descriptions?
3. Does the proposed solution include functionality to view more than one job description concurrently and
view differences between the viewed job descriptions, highlighted for easy identification by the
proposed solution?
4. Are job descriptions exportable in Microsoft Word, Adobe Acrobat (pdf), and HTML formats'?
5. Does the job description tool support Workday API, or similar Workday integration?
6. Does the proposed tool include the ability of managers to view sample content in position summary,
essential job duties, required and preferred qualifications, physical requirements, environmental
conditions?
7. Are the template and examples for the physical requirements to perform a job and the environmental
conditions ADA and POWR compliant?
8. Does the proposed solution allow Fair Labor Standards Act (FLSA) questionnaires/assessment to be
used by exemption type and criteria to confirm that the correct exemption status is assigned?
9. Does the proposed solution allow administrators to set user roles and privileges?
10. How is the proposed solution licensed'?
11. How many sources of data does your job description solution access to provide examples for job
description creators to use? Please specify data sources.
12. Does the proposed solution provide the ability to route job descriptions to stakeholders for collaboration
and approval?
13. Does the proposed solution include the ability to import job descriptions into other services besides
Workday'?
14. Is the proposed solution capable of housing a centralized catalog of all employees, job titles, job codes,
and functional areas with intuitive search and filtering capabilities?
15. What is the typical implementation timeline for the proposed solution?
16. What deliverables will Weld County be responsible for regarding implementation'?
BID REQUEST # B2300153
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Template -Bid 2023 1
17. Are there limits on the number of times Weld County can request assistance from your organization?
18. Is there a minimum length of time for subscription requirement?
19. Are all job descriptions considered property of Weld County and provided to Weld County if we decide
to end your subscription service?
20. Please describe any "white glove" services beyond typical support and implementation offered.
21. What type of training and what is the scope of training offered by the service provider?
E. Pricing: Please complete the following table and include in your bid response.
Item:
Cost:
One time implementation fee to create job descriptions and Weld County template:
$
Annual subscription cost to maintain/update/store Weld County job descriptions:
$
GRAND TOTAL first year cost:
$
Optional professional services to convert 700 job descriptions to new Weld County
$
template:
Any additional pricing options: (please specify)
$
F. Signed copy of page 13 from this document.
Weld County reserves the right to award a contract without demos and/or negotiations if deemed unnecessary
to determine the most qualified, responsible offer or with a fair and reasonable price proposal.
Bid responses should be emailed before the "Bid Opening Date" to: roveracker@weld.gov
Contact Person: Ross Overacker
Email: roveracker@weld.gov
Phone: 970-400-4245
BID REQUEST # B2300153
Page 12
Template -Bid 2023 1
MEMORANDUM
TO: Esther Gesick, Clerk to the Board October 19, 2023
FROM: Ryan Rose, Chief Information Officer
SUBJECT: B2300153, Online Service to Create Standardized Job
Descriptions
BOCC Approval Date: October 23, 2023
Bids were received and opened on September 15, 2023 for Online Service to Create
Standardized Job Descriptions. Four (4) bids were received ranging from $14,100.00 to
$39,150.00. A best and final offer request was sent to bidders with a deadline of
October 18, 2023 for submission. The range of best and final offers was $13,600.00 to
$33,277.50. Attached is the bid tabulation for your information.
The Human Resources and Information Technology staff reviewed all bids. The low
bid by Training Network LLC was disqualified as they did not meet the specified
requirements. JDXpert out of Raleigh, North Carolina with the original bid of $39,150.00,
exceeded the requirements documented in the bid process. This vendor has a larger job
description library than the others that bidded. JDXpert submitted a best and final offer
of $33,277.50.
With the above information, I recommend the BOCC award the Online Service to Create
Standardized Job Descriptions to JDXpert fora total amount of $33,277.50.
1O/Z6
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PC0035
17001 Z
WELD COUNTY Dept. of Information Technology
PO Box 758 / 1401 North 17th Avenue, Greeley CO 80632
E-mail: roveracker@weld.gov
Phone: (970) 400-4245
Fax: (970) 304-6572
DATE OF BID: September 15, 2023
REQUEST FOR: Online Service to Create Standardized Job Descriptions
DEPARTMENT: Human Resources / Information Technology
BID NO: #62300153
PRESENT DATE: October 9, 2023
APPROVAL DATE: October 23, 2023
Vendor Name
Grand Total First Year cost: One-
Annual
Best and Final Offer Pricing
Address
time Implementation Fee +
Annual Subscription Cost
Subscription Cost
Training Network LLC DBA
Trainery
6801 Pleasant Pines Drive,
Suite 103
Raleigh, NC 27613
$44-80 (Pricing as of 10/9/23)
$12,600
(2 -year term)
$13,600 (Pricing as of 10/17/23)
Salary.com
610 Lincoln Street, Suite 200
Waltham, MA 02451
$16,900 (Pricing as of 10/9/23)
$16,900
(3 -year term)
$16,900 (No Best and Final Offer
Submitted)
Payscale
113 Cherry Street, Suite 96140
Seattle, WA 98104
$29,950 (Pricing as of 10/9/23)
$29,950
(3 -year term)
$29,950 (No Best and Final Offer
Submitted)
JDXpert
801 Corporate Center Drive
Suite 130
Raleigh, NC 27607
$39450 (Pricing as of 10/9/23)
$33,150
(3 -year term)
$33,277.50 (Pricing as of 10/10/23)
** Bids are being reviewed at this time by dept.**
WELD COUNTY Dept. of Information Technology
PO Box 758 / 1401 North 17th Avenue, Greeley CO 80632
E-mail: roveracker@weld.gov
Phone: (970) 400-4245
Fax: (970) 304-6572
DATE OF BID: September 15, 2023
REQUEST FOR: Online Service to Create Standardized Job Descriptions
DEPARTMENT: Human Resources / Information Technology
BID NO: #B2300153
PRESENT DATE: October 9, 2023
APPROVAL DATE: October 23, 2023
Vendor Name
Grand Total First Year cost:
Annual Subscription
Address
One-time Implementation Fee +
Annual Subscription Cost
Cost
Training Network LLC DBA Trainery
6801 Pleasant Pines Drive, Suite 103
Raleigh, NC 27613
$14,100
$12,600
(2 -year term)
Salary.com
610 Lincoln Street, Suite 200
Waltham, MA 02451
$16,900
$16,900
(3 -year term)
Payscale
113 Cherry Street, Suite 96140
Seattle, WA 98104
$29,950
$29,950
(3 -year term)
JDXpert
801 Corporate Center Drive Suite 130
Raleigh, NC 27607
$39,150
$33,150
(3 -year term)
** Bids are being reviewed at this time by dept.**
2023-2980
10/9
PEU035
170012
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