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Home My WebLink About20222502.tiffMEMORANDUM 1ona- --6-5 TO: Board of County Commissioners November 7, 2022 FROM: Ryan Rose, CIO / Director of Administrative Services SUBJECT: JustFOIA Software JustFOIA is software for receiving, processing, and archiving Public Records requests. JustFOIA will allow the County to track the number of requests, the nature of documents requested, the staff time incurred, and the associated costs. Total cost for the first year is $25,497.50, and can be used by all county departments. The software was approved through Bid #B2200118. egns.ex, -i- A cy, d ...., II (071 ceg, a ia i i 0,- - 61--;r) ///07/.2A aO - a5O Q —s-root I This Order, designated as Order No. 25151 (this "Order") is entered into as of the date of the last signature (the "Order Effective Date"), by and between JustFOIA and Customer. A. No amendment or modification to this Order will be valid unless set forth in writing and formally approved by authorized representatives of both parties. B. No change order, notice, direction, authorization, notification or request will be binding upon Customer or justFOIA, nor will such change be the basis for any claim for additional compensation by justFOIA, until Customer and JustFOlA have agreed in writing to such change, or to execute a new order, as appropriate. C. Unless provided to the contrary in this Order, to the extent there are any conflicts or inconsistencies between this Order and a Customer purchase order, the provisions of this Order shall govern and control. Use of pre- printed forms, including, but not limited to email, purchase orders, shrink-wrap or click -wrap agreements, acknowledgements or invoices, is for convenience only and all pre-printed terms and conditions stated thereon, except as specifically set forth in this Order, are void and of no effect. D. This Order may be executed in several counterparts, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the parties with the same effect as if all the signatures were upon the same instrument. The counterparts may be executed and delivered by facsimile or other electronic signature (including portable document format) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received. E. This Order, and any claim dispute or controversy hereunder (a "Dispute") will be governed by the laws of the state where Customer is located, in each case without giving effect to any principles of conflicts of laws. The UN Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. In any Dispute, each party will bear its own attorneys' fees and costs and expressly waives any statutory right to attorneys' fees. F. This Order is subject to the Assumptions, Terms & Conditions set forth below. G. This, and the preceding Sections of this Order shall survive after termination or expiration of the same. H. 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, protections or other provisions of the Colorado Governmental Immunity Act §§24-10-101 et. Seq., as applicable now or hereafter amended. [remainder of page intentionally left blank] JustFOIA I Order Page 1 of 12 (rev. 5/2022) IN WITNESS WHEREOF, the parties hereto have caused this Order to be executed by their respective duly authorized representatives, evidenced by their signatures below, as of the Order Effective Date. JustFOIA, Inc. ("JustFOIA") Name: L a 4zy Adivigkro.,-/ Title: '6�Ne'r1-(1%fl✓ Date: l0/mil /2-0/24, ZZ ATTEST: Wi 4) r�.f0;41 Weld County Clerk to the Board BY: Deputy Clerk to the B JustFOIA I Order Title: WELD COUNTY ("Customer") Signed, Name: Scott K. James Chair, Board of Weld County Commissioners Date: NOV 0rf221 1401 NORTH 17TH AVENUE GREELEY, CO 80632 BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Scott K. James, Chair N0Y 0 rr 2922 Page 2 of 12 -02 PRICING: COUNTY JustFOIA 3717 Apalachee Parkway, Suite 201 Tallahassee, FL 32311 850.701.0725 850.564.7496 fax Customer Name: Weld County Customer Address: 1401 North 17th Ave., Greeley, CO 80632 Quote Number: 25151 Quote Type: New JustFOlA System Product Description: IustFOIA ANNUAL RECURRING SERVICES JustFOlA Pro Tier 1: Up to 500 Requests •3 TB Storage 'Secure Hosting on Azure Government Cloud 'Unlimited Users 'Training Center LMS .In -App Redaction 'Invoicing Module 'Dynamic Forms 'Advanced Reporting Includes live mond* trainingand quarterly product update webinars. Payment Portal for JustFOlA Pro -Using third -parry processor compatible with/ustFOIA. Single Sign on for JustFOlA Pro Any & All Document Management for JustFOlA Pro .PST Email Extractor, Document V/ewer & Quick Sort Tools included with Doc. Management. Bill/Ship to: Josh Jenkinsjjenkins@weldgov.com Quote Date: September 19, 2022 Subscription Period Start Date: November 03, 2022 Subscription Period End Date: November 02, 2023 Qty, Unit Cost Total Service Description: JustFOlA SERVICE PACKAGES Q Pro Implementation Services - Includes site walkthrough, priority Go Live project management and Hypercare period - service fees apply ifadd-on modules are configured after initial implementation © Configuration of 1 Request Form El Payment Portal Installation for JustFOlA Pro ▪ Single Sign on Installation for JustFOlA Pro Q Any & All Document Management Installation for justFOlA Pro Initial Discount -JustFOlA One-time Services Discount is based on this quote and if the quote changes the discount amount is subject to change. Qty 1 $4,950.00 $4,950.00 $742.50 $742.50 $742.50 $742.50 $1,237.50 $1,237.50 Unit Cost Total Included Included Included Included $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 ($22.50.00) ($2,250.00) $0.00 Page 3 of 12 SUBTOTAL ONE-TIME SERVICES YEAR 1 ORDER COST JustFOIA Order (rev. 1/2022) PRICING: SHERIFF'S OFFICE m JustFOIA 3717 Apalachee Parkway, Suite 201 Tallahassee, FL 32311 850.701.0725 850.564.7496 fax Bill/Ship to: Josh Jenkinsjjenkins@weldgov.com Customer Name: Weld County Customer Department: Sheriff's Office Customer Address: 1950 O Street, Greeley, CO 80631 Quote Number: 25151 Quote Type: New JustFOlA System Product Description: JustFOIA ANNUAL RECURRING SERVICES • JustFOIA Pro Tier 4: Up to 5,000 Requests •3 TB Storage 'Secure Hosting on Azure Government Cloud 'Unlimited Users •Training Center LMS .In -App Redaction •Invoicing Module 'Dynamic Forms 'Advanced Reporting - Includes live monthly bathing and quarterly product update webinars. O Payment Portal for JustFOIA Pro -Using third -parry processor compatible withJustFOIA. 0 Single Sign on for JustFOlA Pro O Any & All Document Management for JustFOIA Pro .PST Email Extractor, Document Viewer & Quick -Son Tools included with Doc. Management. Service Description: IustFOlA SERVICE PACKAGES O Pro Implementation Services - Includes site walkthrough, priority Go Live project management, and Hypercare period - Service fees apply if add-on modules are configured after initial implementation O Configuration of 1 Request Form O Payment Portal Installation for JustFOIA Pro O Single Sign on Installation for JustFOIA Pro 0 Any & All Document Management Installation for JustFOIA Pro O initial Discount -JustFOIA One-time Services Discount is based on this quote and if the quote changes the discount amount is subject to change. Quote Date: September 19, 2022 Subscription Period Start Date: November 03, 2022 Subscription Period End Date: November 02, 2023 Qty. Unit Cost Total Qt, $11,500.00 $11,500.00 $1,725.00 $1,725.00 $1,725.00 $1,725.00 $2,875.00 $2,875.00 Unit Cost Total Included Included Included Included $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 ($2,250.00) ($2,250.00) SUBTOTAL - ONE-TIME SERVICES $0.00 YEAR 1 ORDER COST $97,825.00 JustFOIA I Order (rev. 1/2022) Page 4 of 12 This is NOT an invoice. Please use this confirmation to initiate your purchasing process. RECURRING SERVICES Customer has elected to license the JustFOIA software provided as a service (the "Solution"). The Recurring Services portion of this Order and/or applicable Addendum will systematically renew unless written notice of termination has been provided. An annual increase of 5% will be applied to the immediately preceding annual rates (excluding any initial or one-time discounts) unless Customer has terminated the Order and/or Addendum earlier, as set forth below, or provided sixty (60) days written notice prior to the scheduled renewal date of the Recurring Services. SALES TAX Sales tax will be invoiced where the Customer is not exempt and/or has not communicated its tax status to JustFOlA. Sales tax is not included in the fee quote above. TERM Either party may terminate this Order upon any of the following: (a) Thirty (30) days after a party's receipt of written notice from the other party that this Order and/or applicable addendum shall be terminated; or (b) Thirty (30) days after one party notifies the other in writing that they are in breach or default of this Order, unless the breaching party cures such breach or default within such thirty (30) day period; or (c) Fifteen (15) days after the filing of a petition in bankruptcy by or against either party, any insolvency of a party, any appointment of a receiver for such party, or any assignment for the benefit of such party's creditors (a "Bankruptcy Event"), unless such party cures such Bankruptcy Event within the fifteen (15) day period; or (d) If Customer has not paid in full the renewal invoice within 45 days after scheduled renewal date of the Recurring Services, the Order (and/or applicable addendum) will systematically terminate, but may be reinstated if/when the Customer pays the renewal invoice in full (including any applicable reinstatement fees); or (e) If Customer is a city, county, or other government entity the following applies: If Customer's governing body fails to appropriate sufficient funds to make payments due and to become due during Customer's next fiscal period, Customer may, subject to the terms herein, terminate the Order as of the fast day of the fiscal period for which appropriations were received (each an "Event of Non -appropriation"). Customer agrees to deliver notice of an Event of Non -appropriation to JustFOlA at least 30 days prior to the end of Customer's then -current fiscal period, or if an Event of Non -appropriation has not occurred by that date, promptly upon the occurrence of any such Event of Non -appropriation. If this Order is terminated following an Event of Non -appropriation, Customer agrees to compensate JustFOIA for services rendered prior to such Event of Non -appropriation. JustFOIA I Order (rev. 1/2022) Page 5 of 12 PRICING & BILLING TERMS BILLING JustFOlA will invoice Customer as follows: Product/Service Description I Timing of Billing Recurring Services One -Time Services • Initial Sale: Upon providing Customer online access to the Solution. ▪ Annual Renewal: 75 days in advance of expiration date. Upon delivery completion and Customer acceptance. JustFOIA shall not send any invoices, nor claim payment, for any fees or expenses incurred by JustFOlA until both parties authorize this Order. PAYMENT Customer agrees to pay all undisputed invoices and undisputed portions of a disputed invoice in full within thirty (30) days from the date of each invoice. Once payment has been received, no refunds for Recurring Services are available. JustFOIA I Order (rev. 1/2022) Page 6 of 12 SERVICE PACKAGES GENERAL ASSUMPTIONS The following assumptions serve as the basis for the Service Package(s) reflected below. Any service or activity not described below is not included in the scope of services to be provided. Variations to the following may impact the Service Package's cost and/or schedule justifying a change order. JustFOIA's completion of a Deliverable to Customer shall constitute that JustFOIA has conducted its own review and believes it meets Customer's requirements. Customer shall then have the right to conduct its own review of the Deliverable as Customer deems necessary. If Customer, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Customer shall have five (5) business days after JustFOIA's submission to give written notice to JustFOIA specifying the deficiencies in reasonable detail. JustFOlA shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies, JustFOIA shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Customer fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted. If either party identifies a business issue during the project, JustFOIA and Customer must jointly establish a plan to resolve the issues with potential impact analysis of timeline and budget within five (5) business days of identification. Any necessary business decision resulting from the identified business issues must be made by Customer within five (5) business days from request. Customer will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a change order for time spent by justFOlA on retraining, reeducating, or changes in direction. Customer will ensure that all Customer's personnel who may be necessary or appropriate for the successful performance of the services will, on reasonable notice: (i) be available to assist JustFOIA personnel by answering business, technical and operational questions and providing requested documents, guidelines, and procedures in a timely manner; (ii) participate in the services as reasonably necessary for performance under this Order; and (iii) be available to assist JustFOIA with any other activities or tasks required to complete the services in accordance with this Order. Note that all services contracted for, must be done as part of the initial implementation. For the avoidance of doubt, if there are services or portions thereof that the Customer does not elect to implement as part of the initial implementation, such services are forfeited. All services, unless otherwise noted, will be performed remotely. PRO IMPLEMENTATION CUSTOMER TASKS & DELIVERABLES ® Provide a visual flow chart and/or narrative of current records request process(es) and requirements Fill out configuration form ▪ Attend system walkthrough and create any additional users • Attend admin and user trainings • Perform user acceptance testing Complete JustFOIA Training Center trainings and certification JustFOIA TASKS & DELIVERABLES ▪ Lead project kickoff call to identify implementation milestones Deploy site in the Microsoft Azure Government Cloud • Establish and configure initial admin and power user security credentials • Personalize Public Portal with Customer branding • Provide introduction and walkthrough to Customer system • Configure number of request forms defined in the Order and necessary workflow statuses • Set up current departments and observed holidays JustFOIA I Order Page 7 of 12 (rev. 1/2022) • Provide system email template configuration • Provide configuration and training for purchased platform add-ons • Provide technical support through user testing before going live • Conduct 1 remote administrative training (2 hours); recording made available in Training Center • Conduct 1 remote user System training (1 hour); recording made available in Training Center • Provide Hypercare Check -in Service (up to 2 weeks) • Handoff to Customer Success and Support Teams • Provide go -live marketing press kit ANY & ALL DOCUMENT MANAGEMENT CUSTOMER TASKS & DELIVERABLES • Complete JustFOIA Training Center trainings • Attend remote walkthrough training JustFOIA TASKS & DELIVERABLES • Configure and implement Any & All Document Management module • Complete testing and training PAYMENT PORTAL CONFIGURATION CUSTOMER TASKS & DELIVERABLES • Set up an account with a valid Payment Processor QetPay/NCR, PayPal or Authorize.net)* *To be completed= less than 30 days before Go Live date. • Supply credentials from Payment Processor to include • Client Key • Web Key • API Identifier • Payment Type Name • Allowed Payment Method JustFOIA TASKS & DELIVERABLES • Conduct requirements gathering • Configure and implement Payment Portal • Complete testing and training SINGLE SIGN -ON (SSO) CONFIGURATION CUSTOMER TASKS & DELIVERABLES For Active Directory Federation Services ("ADFS"): • Follow the Microsoft documentation for installing and configuring ADFS and the Web Application proxy • Ensure that Web Application proxy SSO login is reachable from the public Internet • Create a Relying Party Trust for JustFOIA (a PowerShell script will be provided) For Azure Active Directory: • Follow the Microsoft documentation for configuring and/or syncing users with Azure Active Directory • Choose a protocol to connect with. Examples: SAML, Open ID Connect • If Customer is hosted in an Azure sovereign or national cloud, the standard Azure Active Directory connection could fail to federate with JustFOlA systems, due to restrictions Microsoft has in place. A SAML or general Open ID Connect connection may need to be used. • Create an Enterprise Application in Azure AD, following any pertinent setup instructions from JustFOIA For others: • Follow the best practices documentation for your Identity Provider of choice • Choose a protocol to connect with (e.g.: SAML, Open ID Connect) • Work with JustFOIA to determine what pieces of information will be needed JustFOIA I Order (rev. 1/2022) Page 8 of 12 JustFOlA TASKS & DELIVERABLES • Conduct requirements gathering • Configure JustFOlA SSO: • Deliver any relevant documentation for connection type to the Customer • Attend an integration call with Customer: • Walk through any outstanding setup and any Q&A, within the scope of JustFOlA responsibilities • Confirm that information gathered by Customer is provided to JustFOlA • Confirm that Enterprise Connection is created and established in the JustFOIA system to include • Customer tests the connection to validate it is configured and working correctly • Complete testing and training JustFOIA J Order (rev. 1/2022) Page 9of12 WARRANTIES & DISCLAIMERS JUSTFOIA DOES NOT PROMISE THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR -FREE. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER PRIVACY, CUSTOMER DATA, CONFIDENTIAL INFORMATION, AND PROPERTY. JustFOIA Warranties. justFOIA warrants that (i) the Solution shall perform materially in accordance with any specifications or descriptions set forth herein, (ii) subject to exceptions related to non-justFOIA software, the functionality of the Solution will not be materially decreased during the term of this Order, (iii)justFOIA will use industry standard measures to not transmit malicious code and the like ("Malicious Code") to Customer, and Customer will also agree to use industry standard measures to not transmit malicious code and the like to justFOIA; and (iv) to JustFOfA's knowledge, Customers use of the Solution in strict compliance with the Order shall not infringe or violate the intellectual property rights of any third - party. justFOIA also represents that It uses E -Verify to verify the work authorization of all newly hired employees. The warranties herein are void to the extent of any Customer failure to perform In accordance with the Order and any licensing terms. justFOIA shall not be responsible for any decrease in functionality or other issues that are the resuk of (I) the Solution not being used in accordance with the Order, (II) the Solution being modified or altered by or on behalf of Customer without justFOIA's written permission, or (iii) Internet or network connections, third -party software, streaming services, computers, equipment and/or devices not supplied by justFOIA. Customer Warranties. Customer warrants that justFOlA's use of Customer data and/or any other Item provided by Customer, in accordance with the Order will not infringe or violate the intellectual property or other rights of any third -party. Customer warrants that it shall have all rights and licenses of third -parties necessary or appropriate for justFOIA to access or use such third -party products and agrees to produce evidence of such rights and licenses upon the reasonable request of justFOIA. LICENSED SOFTWARE AND SERVICES During the term of the Order and any applicable addenda, justFOIA grants to Customer and Customer accepts a non -transferable, revocable, non-exclusive and limited license to use the Solution as defined herein subject to the terms, obligations and restrictions set forth in the Order. All rights to the solution not granted to Customer are reserved by justFOIA. CUSTOMER RESPONSIBILITIES Files and other content that justFOIA may provide to Customer may be protected by intellectual property rights of others. Customer will not copy, upload, download, or share files unless Customer has the right to do so. Customer, not justFOIA, will be fully responsible and liable for what is copied, shared, uploaded, downloaded or otherwise used while using the Solution. Customer will not upload malware or any other malicious software to the Solution. Customer is also responsible for the timely and accurate fulfillment of records requests, and ensuring that no classified, confidential, or illegal Information is provided to or through the Solution. ACCEPTABLE USE POLICY Customer agrees that it will not misuse or attempt to misuse the Solution, and that the Solution wilt only be used in a manner consistent with the Order. Customer may only upload public and non -confidential data to the Solution. Customer acknowledges and agrees that all use of the Solution hosted on the Azure Govemment Cloud is subject to the Microsoft terms and conditions surrounding the same. justFOlA's obligations and liability and Customers rights are limited by the same. Further, justFOIA neither accepts liability for, nor warrants the functionality, utility, availability, reliability or accuracy of, third -party software or third -party services. ASSUMPTIONS, TERMS & CONDITIONS THESE ASSUMPTIONS, TERMS AND CONDITIONS APPLY TO ALL ORDERS PLACED FOR THE SOLUTION. THESE PROVISIONS SHALL SURVIVE AFTER TERMINATION OR EXPIRATION OF ANY AND ALL PORTIONS OF THE ORDER. INFORMATION & PRIVACY By using the Solution, Customer will be providing justFOIA with information. Customer retains full ownership to its information, and justFOIA does not assert ownership. These Assumptions, Terms & Conditions do not grant justFOIA any rights to Customers information or intellectual property except for the limited rights that are needed to rur the Solution, as explained below. justFOIA may need Customers permission to handle its information as directed and required for the functioning of the Solution. An example is hosting files or sharing them. Customer hereby grants a license to justFOIA to use and process such information solely to the extent necessary to fulfill justFOlA's obligations. This license also extends to trusted third parties justFOIA works with to do the same. Customer is solely responsible for its conduct the content of its files, and its communications with others while using the Solution. For example, it is Customers responsibility to ensure that it has the rights or permission needed to comply with these Assumptions, Terms & Conditions. INFORMATION SHARING AND DISCLOSURE justFOIA may use certain trusted third -party companies and individuals to help justFOIA provide, analyze, and improve the Solution (Including but not limited to data storage, maintenance services, database management web analytics, payment processing, and improvement of the Solution's features). These third parties may have access to Customers information only for purposes of performing these tasks on justFOiA's behalf and under obligations similar to those in justFOlA's privacy policy. The parties acknowledge that in the course of the relationship between Customer and justFOIA, each may receive Confidential Information (as defined below) of the other party. Any and all Confidential Information in any form or media obtained by a Recipient (defined below) shall be held in confidence and shall not be copied, reproduced, or disclosed to third parties for any purpose whatsoever except as necessary in connection with the performance of the applicable party's obligations. Each Recipient further acknowledges that it shall not use such Confidential Information for any purposes other than In connection with the activities contemplated by the Order. All justFOIA personnel assigned by justFOIA to Customer will sign appropriate forms of confidentiality agreements on or prior to their start date. "Confidential Information" means any and all confidential information of a party disclosed to the other party, including, but not limited to, research, development, proprietary software, technical information, techniques, know- how, trade secrets, processes, customers, employees, consultants, pricing information and financial and business information, plans and systems. Confidential Information shall not include Information which: (i) was known to the party receiving the information (the "Recipient") prior to the time of disclosure by the other party (the "Disclosing Party"; (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of the Order, these Assumptions, Terms & Conditions or other wrongful act by the Recipient; (Iii) was lawfully received by Recipient from a third -party without any obligation of confidentiality; or (iv) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority. The obligations set forth in this Section shall survive termination of the Order for a period of three (3) yeses thereafter. INTELLECTUAL PROPERTY The Solution and any services surrounding the same herein are not considered "Works made for Hire" or otherwise a grant of any right, title or interest. Except the license grant herein, all rights to the Solution and all services surrounding the same are and remain with justFOIA. Customer shall retain, a non-exclusive, royalty -free, world-wide, perpetual license to use the outputs generated by JustFOlA i Order Page 10 of 12 (rev.1 /2022) Solution and stored external to Solution by Customer during the Subscription Period. Except for the license grants hereunder, as between Customer and JustFOIA, Customer retains all rights to Customer data and information. ACCOUNT SECURITY Customer is responsible for safeguarding the passwords that are used to access the Solution and agrees not to disclose passwords to any third -parry. Customer Is responsible for any activity using its account, whether or not It authorized that activity. Customer will immediately notify JustFOIA of any unauthorized use of Customer's account Customer acknowledges that if it wishes to protect its transmission of data or files to the Solution, it is Customer's responsibility to use a secure network to communicate with the Solution. DATA RETENTION & ACCESS JustFO1A will retain Customer's information for as long as its account is active or as needed to provide the Solution. If Customer wishes to cancel its account or request that JustFO1A no longer use Customer's information to provide the Solution, Customer may request that JustFOlA delete its account. JustFOlA may retain and use Customer's information as necessary to comply with legal obligations, resolve disputes, and enforce mutual agreements. Consistent with these requirements, JustFOIA will try to delete Custome's information quickly upon request Please note, however, that there might be latency in deleting information from JustFOlA servers and backed -up versions might exist after deletion. In addition, JustFOlA does not delete Customer information from its server's files that Customer has in common with other users. Customer understands and agrees that once the Customer instance of the Solution is decommissioned, JustFO1A may not be able to provide Customer a copy of the data included therein. Customer agrees that it will back up all Customer information that it requires. JustFOlA may decommission any environment after 45 days of Customer not maintaining an active subscription to the applicable environment, including without limitation, as a result of non -renewal and/or non-payment. NON-JUSTFOIA APPLICATIONS AND PROVIDERS The Solution may contain links to third -party websites cr resources. JustFOIA does not endorse and is not responsible or liable for third -party website, including, without limitation, availability, accuracy, the related content products, or services. Customer is solely responsible for its use of any such websites or resources. Acouisition of Non-lustFOIA Products and Services. JustFO1A or third parties may from time to time make available to Customer third -party products or services, including but not limited to non JustFOlA applications and implementation, customization and other consulting services. Such products and services shall be clearly designated as provided by a third -party in the applicable Order. Any acquisition by Customer of such non JustFOiA products or services, and any exchange of data between Customer and any non JustFOlA provider, is solely between Customer and the applicable non JustF01A proviCer. JustFO1A does not warrantor support products or seances not provided by justFOIA, whether or not they are designated byJustFOlA as "Certified" (as that term is defined below) or otherwise, except as specified in the Order and/or applicable addenda. No purchase of non JustFO1A products or services is required to use the Solution except a supported computing device, operating system, web browser and Internet connection, all of which Customer is solely responsible for providing in accordance with the specifications that may be provided by JustFOlA from time to time. For purposes of the Order, "Certified" shall describe applications and other products developed and sold by third parties that justFOlA has verified interoperate with the Solution. )Jon-IustFOlA Aoolications and Customer Information. If Customer (nstatls or enables non JustFOlA applications for use with the Solution, Customer acknowledges that JustFOlA may allow providers of those non JustFOlA applications to access Customer information as required for the interoperation of such non JustFOlA applications with the Solution. JustFOlA shall not be responsible for any disclosure, modiflcatbon or deletion of Customer information resulting from any such access by non JustFOlA application and/or providers. The Solution shall allow Customer to restrict JustFOIA I Order (rev. 1/2022) such access by restricting users from installing or enabling such non JustFOlA applications for use with the Solution. JustFOlA is not responsible for third - party claims or liability owed to third parties resulting from any unauthorized use or disclosure or any damage or loss of Customer Information as a result of use of non-JustFOlA applications or access to Customer information by non- JustFOlA application and/or providers. Integration with Non-IustFOlA Services. The Solution may contain features designed to interoperate with non JustFOlA applications (e.g., Laserflche, Adobe, Authorize .net or Paypal applications). To use such features, Customer maybe required to obtain access to such non JustFOiA applications from their providers. If the provider of any such non JustFOlA application ceases to make the non JustFO1A application available for interoperation with the corresponding Solution features on reasonable terms, JustFO1A may cease providing such features without entitling Customer to any refund, credit or other compensation, unless the provider of such non JustFOlA application provides fora refund of such fees. INDEMNIFICATION & LIMITATION OF LIABILITY (a) General Indemnification. JustFOlA ("Indemnifying Party") shall indemnify, defend and hold the Customer harmless against any loss, damage or costs (including reasonable attorneys' fees) In connection with third -party claims, demands, suits, or proceedings ("Claims") to the extent caused by the indemnifying Party and related to: • Bodily injury or personal property damage arising out of the Indemnifying Party's performance within the scope of its responsibilities under the Order; • A breach of the Indemnifying Party's obligations with respect to confidentiality; • A breach by the indemnifying Party of applicable laws; • The grossly negligent acts, or willful misconduct of the Indemnifying Party. (b) Intellectual Property Indemnification. JustFOIA shall defend, indemnify, and hold Customer harmless against Claims made or brought against Customer by a third -party alleging that the use of the Solution, as provided to Customer under the applicable Order hereto and used in accordance with the Order and relevant documentation, Infringes any third - party's intellectual property rights. Notwithstanding the foregoing, JustFO1A shall not be required to indemnify Customer to the extent the alleged infringement: (x) is based on information or requirements furnished by Customer, (y) is the result of a modification made by a party other than JustFOIA, or (z) arises from use of the Solution in combination with any other product or service not provided or approved in writing by justFOIA. If Customer is enjoined from using the Solution, or JustFOlA reasonably believes that Customer will be so enjoined, JustFOlA shall have the right, at its sole option, to obtain for Customer the right to continue use of the Solution or to replace or modify the same so that it is no longer infringing. If neither of the foregoing options is reasonably available to JustFOUA, then the Order and/or applicable addendum may be terminated at either party's option, and JustFOlA's sole liability shall be subject to the limitation of liability provided in this Section. (c) Limitation of Liability. (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS, SAVINGS OR BUSINESS)AND WHETHER IN AN ACTION BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE. EXCEPT FORA PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS, LOSSES OR OTHER LIABILITY ARISING OUT OF, OR CONNECTED WITH THE ORDER, THE SERVICES, DELIVERABLES AND/OR SOLUTION PROVIDED, OR CUSTOMER'S USE OF ANY SUCH SERVICES, DELIVERABLES, AND/OR SOLUTION, SHALL IN NO CASE EXCEED THE AGGREGATE AMOUNTS PAID TO JUSTFOIA BY CUSTOMER UNDER THE APPLICABLE ORDER OR ADDENDUM, GIVING RISE TO SUCH CLAIM DURING THE LAST TWELVE (12) MONTHS. Page 11 of 12 (ii) INDEMNITOR IS NOT REQUIRED TO SPEND MORE THAN $100,000 PURSUANT TO THIS SECTION, INCLUDING WITHOUT LIMITATION ON ATTORNEYS' FEES, COURT COSTS, SETTLEMENTS, JUDGEMENTS, AND REIMBURSEMENT OF COSTS. The parties acknowledge that the limitation of warranties and liabilities as set out in this Order are an essential basis of this Order between the parties and that the prices agreed to be paid by Customer for Solution reflect these limitatlons. INSURANCE During the term of this Order, JustFOlA shall carry, at its sole expense, insurance coverage to include at a minimum the following: • Workers Compensation: State statutory limits and $1,000,000 employers' liability • Comprehensive General Liability: $2,000,000 per occurrence and $4,000,000 in the aggregate • Professional Liability and Errors & Omissions: $1,000,000 per occurrence and $3,000,000 in the aggregate • Cyber and Technical Errors and Omissions: $3,000,000 in the aggregate JustFOIA, at Customer's request, will name Customer as an additional Insured under the Comprehensive General Liability policy. JustFOlA represents that Customer is automatically included as an additional insured under the Errors and Omissions and Cyber and Technical Errors and Omissions policies for vicarious liability but no modified certificate of Insurance will be provided. GOVERNMENT PROVISIONS The provisions below are applicable only if Customer is a city, state, or other governmental entity and then only to the extent required by laws rules and regulations applicable to such entity. (a) Compliance with Laws. To the extent applicable to the parties each party shalt comply with and give all notices required by all applicable federal, state, and local laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on use of the Solution and the performance of the Order. (b) Equal Opportunity. To the extent applicable to the parties each shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a), and the posting requirements of 29 CFR Part 471, appendix A to subpart A, if applicable. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. (c) Excluded Parties Usk To the extent required by law, JustFOlA agrees to immediately report to Customer if a JustFOlA employee or contractor is listed by a federal agency as debarred, excluded or otherwise ineligible for participation in federally funded health care programs. MISCELLANEOUS (a) Force Majeure. If either of the parties hereto are delayed or prevented from fulfilling any of its obligations under the Order by force majeure, said parties shall not be liable under the Order for said delay or failure. "Force Majeure" means any cause beyond the reasonable control of a party including, but not limited to, an act of God, an act or omission of civil or military authorities of a state or nation, epidemic, pandemic, fire, strike, flood, Tot, war, delay of transportation, or inability due to the aforementioned causes to obtain necessary labor, materials or facilities. (b) Audit Rights. With reasonable notice and at a convenient location, Customer will have the right to audit JustFOtA's records to verify that JustFO1A's invoicing to Customer is correct. In addition, should any of Customer's regulators legally require access to audit JustFOlA records, JustFOlA will, to the extent legally required by such regulators, provide access for the same. Ali results of such audits shall be JustFOlA Confidential Information. JustFOJA Order (rev. 1/2022) Customer shall bear all costs associated with audits. (c) Assignment. Neither party may assign or otherwise transfer any of its rights, duties or obligations under the Order without the prior written consent of the other party. Either party, however, without any requirement for prior consent by the other, may assign the Order and its rights hereunder to any entity who succeeds (by purchase, merger, operation of law or otherwise) to aft or substantially all of the capital stock, assets or business of such party, if the succeeding party or entity agrees in writing to assume and be bound by all of the obligations of such party under the Order. The Order shall be binding upon and accrue to the benefit of the parties hereto and their respective successors and permitted assignees. (d) Publicity. JustFOlA may use the name of Customer, the existence of this Order and the nature of the associated services provided herein for marketing purposes, except that such use shall not include any Customer Confidential Information. (e) Provisions Severable. If any provision in the Order is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be severed from the Order and the remaining provisions will continue in full force. (f) Relationship of Parties. JustFOlA's relationship to the Customer is solely that of an independent contractor and nothing herein expressed or implied is intended, or shall be construed, to confer upon or give to any person or entity, other than the parties, any right or remedy under or by reason of this Order. (5) Payment Once payment has been received, no refunds for Recurring Services (Annual Subscriptions) are available. (h) Notices. All notices, demands and other communications required or permitted hereunder or in connection herewith shall be in writing and shall be deemed to have been duly given if delivered (including by receipt verified electronic transmission) or five (5) business days after mailed in the Continental United States by first class mail, postage prepaid, to a Party at the following address, or to such other address as such Party may hereafter specify by notice: JustFOIA, Inc. 3717 Apalachee Parkway, Suite 201 Tallahassee, FL 32311 Attn: Legal Department Email: legal@iustfoia.com Page 12 of 12 Contract Form New Contract Request Entity Information Entity Name. JUSTFOIA INC Entity ID. 0720046265 ❑ New Entity? Contract Name* Contract ID ORDER NO.25151 PRICING, BILLING TERMS, ASSUMPTIONS, 6415 T&CS Contract Status CTB REVIEW Contract Lead SWH ITM ORE Contract Lead Email swhitmore@co.weld.co.us Parent Contract ID Requires Board Approval YES Department Project # Contract Description* ORDER NO.25151 PRICING, BILLING TERMS, ASSUMPTIONS, T&C5. WELD YEAR ONE COST IS 57672.50 AND SHERIFF'S OFFICE YEAR ONE COST IS 51 7,825.00 = ,525,497.50 Contract Description 2 Contract Type* AGREEMENT Amount* 525,497.50 Renewable * YES Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGlS weldgov.com Department Head Email CM- InformationTechnologyGIS- DeptHead2 weldgov.cam County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY TWELDG OV.COM Requested BOCC Agenda Date* 10x26:2022 Due Date 10 22 2022 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a NSA enter NSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Review Date'. 10;01,2023 Renewal Date. 10:25:2023 Termination Notice Period Contact Information Committed Delivery Date Expiration Date Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 CASSIE SHORES PRIMARY CSHORES JUSTFOIA.COM 866-761-5301 EXT. 1 750 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head RYAN ROSE DH Approved Date 10125/2022 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 11 07'2022 Originator SWHITMORE Finance Approver CHERYL PATTELLI Legal Counsel BRUCE BARKER Finance Approved Date Legal Counsel Approved Date 10'26'2022 10'28 2022 Tyler Ref # AG 110722 1.TA /v-i MEMORANDUM TO: Esther Gesick, Clerk to the Board August 31, 2022 FROM: Ryan Rose, Chief Information Officer SUBJECT: B2200118, Public Records Request Management System BOCC Approval Date: September 14th, 2022 Proposals were received and opened on August 15th, 2022 for Public Records Request Management System (WELD -1441). 8 proposals were received ranging from $17,146 to $80,000. Attached is the bid tabulation for your information. The Information Technology staff and the County Attorney's Office reviewed all proposals. JustFOIA out of Tallahassee, FL scored the highest and best meets our business needs compared to the other solutions proposed. The scoring sheet is attached. Their cost of $25,497.50 will be for the initial cost of the software licenses, first year of support, and required professional services. With the above information, I recommend the BOCC award the Public Records Request Management System to JustFOIA for a total amount of $25,497.50. wzz-ZsoZ iTC0ll .4,460 ECSltiagpsg Ofni SR JustFO1A NextSaguest area; Soft Sages Vendor �ualifica0ons & Technical Support *<„„ ""d,°<";,'„'eonsir cturetafg, arse vendor viability. • Vendor has exp scope as Weld Count • Technlcal suppc hours, and quality of functional questions, • Frequency an Weld County expe at ra PP tc std resources lgrga ntlle project's stop Weld's requlremen n esour<es, etc. rin location, support hnl<al antl 20% 8.67 8.67 Te chnlca l 7V chitecture 8 Security • Proposed product has underlying technical architecture which will work within the constraints of Weld County's technical environment. • Proposedvendorproductroadmapma security posture over the lifecycle of the prc el nt evaluate anq a • Proposed vendor product roadmap in product development over the lifecycle he id will regu rtinued lout duct. rk 20% 6.33 6.33 System Capabilities 8 Alignment with Business Needs stated in REP. ect stop bi PC to me 45% 8.33 Proposed Pricing 8& Licensing Motlel • Costs and licensing model are disclosed within the response and are both reasonable and consistent with the protect goals. Profession 1,1 on[aln sufOclent de iption costs) are disci antl consistent with t hen the 15% 7.67 % for individual categories will be adjusted so that the total adds up to 100%. 100% 26.33 33.33 25.33 34.67 34.33 18 17 26 WELD COUNTY Dept. of Information Technology PO Box 758 / 1401 North 17th Avenue, Greeley CO 80632 E-mail: jienkins(6iweldgov.com Phone: (970) 400-2559 Fax: (970) 304-6572 DATE OF BID: August 15th, 2022 REQUEST FOR: Public Records Request Management System DEPARTMENT: INFORMATION TECHNOLOGY BID NO: #B2200118 PROJECT NAME: WELD -1441 RFP for CORA Request Solution PRESENT DATE: August 31st, 2022 APPROVAL DATE: September 14th, 2022 Vendor Name Product Total Bid Amount Address (includes first year support) NextRequest 548 Market St, Suite PMB 77522 San Francisco, CA 94104 NextRequest $17,146.00 Global Solutions Group, Inc. 25900 Greenfield Rd, Suite 220 Oak Park, MI 48237 Laserfiche $19,640.00 JustFOIA 3717 Apalachee Parkway, Suite 201 Tallahassee, Florida 32311 JustFOIA $25,497.50 ShareSquared, Inc. 2155 Verdugo Blvd #33 Montrose, CA 91020 ShareSquared $41,040.00 SoftSages Technology 20 Mystic Lane, 2nd Floor Malvern, PA 19355-1942 Illico $42,798.00 Granicus 1999 Broadway, Suite 3600 Denver, Colorado 80202 GovQA $43,750.00 ECS Imaging 5905 Brockton Ave. Suite C Riverside, CA 92506 Laserfiche $44,650.00 PRI Management Group 150 Alhambra Circle, Suite 1270 Coral Gables, FL 33134 GovQuest $80,000.00 ** Bids are being reviewed at this time by dept.** 2022-2502 CS/31 1 TOO11 Hello