HomeMy WebLinkAbout090721ca04 JEF ERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Mark McCauley,County Administrator
FROM: Undersheriff Andy Pernsteiner
DATE: 8/17/2021
SUBJECT: Julota software agreement
STATEMENT OF ISSUE:
JCSOapplied for and was awarded a 12 month WASPC grant to fund a Mental Health Navigator to assist
8
JCSO in dealing with mental health and substance abuse issues within our community. As part of the grant
it requires an agreement with Julota to track the performance of said Navigator. The Navigator will use this
software to report monthly updates to WASPC per the grant requirement.
ANALYSIS:
Across the nation mental health and substance abuse have been a rising concern. JCSO has observed
PTPD's navigator program and heard that it is a great success to the community. If funded this grant will
allow JCSO to contract with a provider to hire a mental health professional to assist our citizenry.
FISCAL IMPACT:
The grant will fund the position in its entirety. JCSO will be providing office space and a JCSO owned
vehicle for the Navigator.
RECOMMENDATION:
JCSO is asking for the BOCC to support this grant request to fund a navigator.
REVIEWED BY:
Mark Cauley,County A inistrator Date
V Julota
Software as a Santa(Sus)Ukase Aperient
This Software as a Service Lena Agreement 1.? mead Swipe moans Ito real-line awbeite savior
rSaaS Agreement),effective on 24 August 2021,is made by hosted by Junta and provided to Customer ham lime to time.
and between TouchPhrase Development,LLC ere Juloia, The Hosted Service includes any change, improvement,
which has a place of tusl ees 81102 S.Tejon St.,Ste.1100, extension or other new version thereof that is developed or
Colorado Springs,CO 60903 Nulola'),and Jefferson County otherwise made available to Customer.
Sheriffs Office,vie offices al 79 Eldns Road,Pon Haack 13 mato of man the Jdota eppYadon programming
WA interlace.saes,widgets,embedded,snippets ant other
Muntenia enia in amiharge to the mblwM D conteined tools get allow Customer*integrate
herein, the receipt and 1ap11 sucfficlerncy of whlhich are or any other system of Customer with el or pert of the Hosted
acknowledged. Julota and Customer shalt be collectively Servim
referred by s the"Parties'.
It"provides a pletkxm fa angarizations:e)to 1.9 Pe iorwf Data means any personal information that
provide services(tiredly to kdviduats seeking assistance 'edote collects,receives,a obtains from Customer that does
through it; b) to coodinate with other indviduas a or can iffy a specific undnvidcral or by or from Which tee
orgahizslone b provide eenvios le individuals eeekirg specific individual may be identified,contacted or located.
assistance let ddxes not provide Char'e)to aooperatewth n as the phaNdua oars, eddies, social
other oryahixatons to identify services needed for bdviduat number,or any information that applicable few definnesee as
s
seeking assistance;a"assemble'assenhble,monitor end dkec t Core Ply ideer able intonation or infoma,on Protected by
Team(s)(defined belov4. Hear Privacy Lees.
ewe.Personal Daly includes,but is not Wed
to,Protected Health Information(defined below).
1. DEFI NTIONS.
1.10 Radom means all ideas, concepts. inventions,
1,1 Cans Team mans an individual or an organization systems, platforms. software, interfaces, tools, utilities,
used or assembled by or through Customer or on behalf of templates,farce,content, graphics, techniques, methods.
Customer or in conjunction**Customer to assist Customer, processes,algorithms,code,know.how,trade secrets and
directly or imsecly,in providing to a Help Seeker(defined other technologies,more and information that we
below)the assistance he or she seeks or requires. used by Jules in providng the Julota services,including any
1.2 Comm*Pa/burrearms any organization let innovations, revisions, eNence ere. upgrades or
provides services to a Help Seeker through Cuebner a tiding a"a^a"s of the*moms,
the Hosted Service. 1.11 Protected Hems MlsnreNor a POI shall have the
1.8 CustomerDsta means any data ceded through the same owning as the term'protected heath information'as
defined render wpm.provision of these services,excluding publicly wee data
and data previously obtained by Jutota.Customer Data may 1.12 Salim means, cadacively, the Hosted Service,
include Personal Data. Platform, Julota API (if available or applicable),
1.4 Dodxamerriafbrumear any user guide, heDocu Documentation,asdesc described n the applicable SOW(defined
information and other documentation and information
regarding the Hosted Service that is deivsred by Jubfa to L SERVICES. Subject to the lane and conditions of
Customer in electronic or other foam,if any,including any this SeaS Agreement,t, Julota al provide Customer with
updates provided by Jtiote from time to time. access to the Services as described in each Statement of
1Ji fNafDh Prlwacg Laws means 0)to Heahltlh baurerhce Work(IOW)executed by Julota,Customer and Washington
Portability and Accourdabiity Ad of 1996,as amended and Atachedan of slats and Price Cedes rWA attached
and
including any impterening repuletiams ribPAA'); (S) thereto, hereto(each, in OW%id f e ecuAppendicesJ atacand
HITECH;(S)42 C.F.R Pat 2.s may be ereneee from ire thereto,a'WASPGCCS SOW'),or welded by Junta and
to time;am/(Iv)any ether applicable federal a slate stakde' Customs and etachediverob.The knitidl WA O SOW
regrriaionn,adminskadve a**let ruing meeeee a Pals b s attached es isSeaS hereto s Wet S and dated or the eeit
prated the aorvfidentiaity,privacy andlor security of Personal mood Aaroaant s executed. Each SOW wed be
Dots and other healthcare-raft information retaining to WSPC,to tames Apreement to Pay and,
Services
Help Seekers. Rendered to a Third Party executed by WASPC (the
1.e He Seeker(s) means the individual seeking 'Agreement). In the event of any coact between the terms
assistance from or through the Customer for health or non- and conditions of this SeaS Agreement and the terms and
health related assistance. conditions of a SOW,the tams and conditions of the SOW
shad govern as to that SOW only.Customers use of the
page 1 of 23
V Julota•
Jublea SasS Agreement
Services is subject to this SeaS Agreement and the amiable 3.5 Lima Restrictions for Jalots. Jukda's license to
SOW. to Marks is subject to the feigning restrictions:(i)as of
3. Jubta's uses of the Marks must be preapproved by Customer;
(a)Jai&shall not use any Maio in such a way as to give the
3.1 License Grant to Customer. Sulked to the terms impression that they are the property of anyone other than
and conitions of this SasS Agreement, Julota grants Customer; and (i) Julies shall comply with Customers
Customer,as described in the apptable SOW,during the trademark diddles, If any, and any other reasonable
term of the applicable SOW and the term of this SaaS requirements established by Customer maiming g the style,
Agreement(whichever period is shorter),a non-exclusive, design,display,and use of its Maks. Customers Vedanta*
ran-transferable right and license to access and use the guidelines.if any,are attached as fehiet C.
Services ae provided to in the apptab*SOW.The Services 4. PRIVACY.Mote may collect sabre Customer Data.
will also be provided pursuant to the service levels set forth in :loch may contain Pentane!Data concerning Help Seekers in
the Service Level Agreement('SLA),which is attached as connection web the provision of the Services. Julota we
Exhibit A. For Services deeded though an SON entered comply with its obligations set forth in this into Itiroefill the ' wool Wel credits va be
crewed to WASPC's payment obligation. SasS Agrequiremreement of all The Parties agree to comply with the
3.2 Dame Ra dix:does for Customer.Customer that that JutotawIl serve as a Business Associate tith respect to
not.tiredly or inci edly,pemil any third party to:(I)reverse certain Services it provides to Customer.Accordingly,as i
engineer,dncomple.dismantle or otherwise attempt to sepias to such Services,the Parties mall emits and abide
d&cover the source code or underlying ideas or algorithms of by the terms sal forth In the business associate spumoni
the Services;(i)moify,translate,or mete derivative waks attached hereto and*metaled herein ash (TM).
based on the Services;(Hi)rent;tease,ttetslbtet eell,reseN, !R PASSWORDS f SECURITY 1 DISCLOSURE.
assign,or otherwise transfer its rights to use the Services;(iv)
mate the use of the Services arretab e b anyone other than 5.1 Passwords.Customer is responsible for maintaining
for its own internal purposes(except as expressly set forth in the confidentially of its passwords. Customer is solely
to amicable SOW):(v)use the Services for timesharing or responsible for any and at steles that occur under its
service bureau purposes a Menke for the bens t of a third account and et charges incurred from use of the Services
PAY(v)remove any proprietary notices from the Services or accessed with Customers passwords. Customer agrees to
any other Julota mateiala furnished or made avat able irmedably notify Jhiola of any unauthorized use of
hereunder; (vat) potash or *does to t*d parties any Customers account or any other breach of security known to
evaluation tithe Services;(vale)use the Services in automatic, Custaner.Julota stall have no Cadtiiy for any loss ordenage
semiautomatic or manual tools designed to create virus arising from Customers failure to comply with these
signatures,virus detection routines,or any other or code requirements.
tot Waft metcious code or data;or(ix)use the Services 52 Security. Juba we maintain the Services ai a tird-
to bold a competitive product or Services.
,atoopy any features, partyy hosting and w5 industry standard
functions or graphics ot to Servtices.
security precautions, which are intended to prevent
3.3 API license. If provided for in the applicable SOW, unauthorized access to Customer Data,and an applicable
Julota hereby grants Customer, during the term of the security protectors and safeguards required of Julota by
applicable SOW, a nonexclusive, nontra sterable, Health Privacy Lass. Customer acknowledges that.
nonsssipnable,license to saxes and use the Julota APi noir:ttstah in° such security precautions, we of, or
solely in connection with its use of the Services, connection to, the internal could potentially result in
3.e Wine Grant to,Meta. Customer grants Juiote, unauthorized ptrd Pales dreumventng such precautions
gulled tothe terms and conditions of this SaaS Agreement, and pairing access to hue Services and Customer Data.
during the tam of this SasS Agreement and the applicable 5.3 Wedowee. Customer agrees that Judo and es
SOW,a non.exclusive,non-transferable,non.sublioe sable agents,which have agreed to confidentiality obligations at
license for it to use Customer Data and its trademarks(the least as restrictive as Julota obligations in this SasS
`Marks,for the sole purpose of providing the Services or as Agreene lit, can access Customer Data and its account
otherwise set lath to this SasS Agreement. Customer inbmaton in order to respond to is service requests erdlor
reserves at ownership and other rights in the Customer Dela as necessary,in Juoa's sole discretion.to provide Customer
and the Marks not expressly knduded herein and nothing in with the Services.Julota wit not otherwise use or disclose
this SasS Agreement shallbe deemed b convey or transfer Customer Data, except if competed by taw, permitted by
to Julota any ownership rights in or to the Customer Data a Customer,or pursued to the terms of the BM and the terms
the Marks. Notwithstanfing the foregoing, Customer of Jude's Privacy Policy, which is available at
understands that a third party may also claim ownership of www.Jtica.comforivaewooicvl(ter'Privacy Policy),which
Customer Data. is:iodated into this SeaS Agreement The ems of this
page 2 of 23
V Julota*
Juba•SeaS Agreement
seas Agreement shed supersede any Inconsistent tans in 6.3 Mots shall have a royalty-free; worldwide.
the Privacy Poky. transferable,aubicensabie,irrevocable end perpetual these
34 Permission to Medea. By:ubm rip any Help to incorporate Ina die Savioea or otlhembe use Statistical
Beakers Pacsonai Data la to Haler d Serniaa and providing recoDatammendations suggestions, enhancement f a
said Personal Data to Julota for p i:cueing, Customer cu or other feeds*Julota reakes from
warrants that it has: (I) legal autliority to asc$ose such
Personal Data in compliance with Health Privacy Leas;and 7. CUSTOMER OBLIGATIONS.
(ii)if required by Health Privacy taus,tie SeeS Agreement, 7.1 Ream customelse assign we (2)
or Jude'st Privacy Policy other
er policies provided to representaives who adbe responsible for aloommi gcaions
Customer In waiting. the MIMI y perrehtebrs. Nth Julota related to the use of the Servk,es.
authorizations and consents from the Help Seekers for tie
viewing and processing of their Personal Data by Julota and 7.2 Conduct. Customer is and eel be solely responsible
its aged',third-petty service providers,other organizations for its actors and the actions of its authorized users white
utilizing the Hosted Services to provide assistance to Help using the Services. Customer is and sail also be solely
Seekers. respaside for the actions of each Care ream and each of the
6 OYYItelRBFIP. Care Tearn's Wows,drectors,planters,employees,agents,
contractors, subccotractors and indlvldue(s) related to
6.1 We the exception of Customer Data,the Platform,the Customer's use of the Services or the provision of assistance
Hosted Sevices,and all intuition,reports,slides,object to any Help Seeker.Customer is and wit be responsible brat
and same code(kndudng without Nekton the Services and daias made by a Care Team related to any transaction
ad modfications,enhancements,acitiors,upgrades,cotter related to the SeMces. Customer acknowledges and agrees
works based thereon or related thereto),flow charts,product that Jude is not table for,or responsible to,remereate any
documentation,diagrams.specifications,methods and otter issues found on Customer's network or in Customers web
tangible or intangible materiel of any nature whatsoever raft through the Services. In addition to the conduct
produced through or as a result of or related to any product, restricted in Section 3,2(License Restrictions for Customer),
service ordekverat a(coletiivey,'Works')or development of Customer agrees,on behalf of itself and its authorized user(s)
any data analytic' or usage models hereunder, and al to: (i)gide by at leas and regulations including,without
patents.copyrights,trademarks and other Dropnettry rights Siltation.ell Mrs applicable to any service Customer provides
related to such Works and models,shall be the sole and or any Care Team provides to a Help Seeker and all laws
exclusive property GI Juba.,is MMetee(defined below)or applicable b the transrtiieion of technical data exuded from
their third patty providers(may, 'Jciote Property'). the United States through the Services and to wireless e4aal
Nothing In the SeaS Agneemeri shall cponvegb Customer any marketing and advertising(l)not to upload ordletiture in any
the to or meters*of any Juiols Property.Customer hereby way content that ordain vkusee,corrupted lies,or any other
krevocab y assigns arid transfers to Mote,is Alitetes or their sinter software or program that may damage to operation
tiro.perty providers al rghts,tide,and koereet in any such of the Servioea oranot sea computer or mobile deice;{ti)not
Works and models.'AfISuate'.means an entity that controls,is to use the Services for illegal, fraudulent, unethical or
controlled by,or under common control With a Party,where keppiopflats purposes;(iv)not to interfere o disrupt networks
"control'means the drat t or indirect ownership of more than connected to the Services or interfere rah the edify of others
50%of the voting seawties of such entity or Poly.No rights b access or use the Services;(v)not to distribute,promote or
we graced to Customer hereunder other than as expressly transmit through the Services any udawkd harassing,
set kith herein. libelous, abusive, neatening, harmful, vulgar, obscene.
62 To the extent permitted by law, Customer Papograpf , Indecent defamatory. haleSt, radaiy,
adulaniedgss and apes that Juieta shut have the tight toethnically,unwanted or otherwise objectionableraterai d
utilize deter capture,syndication,and analysis tools,and other e kid a nature;(w)not to tammt or pact any material that
similar twitto extract,comply,synteaixe.and analyze any encourages conduct that cord constitute a criminal offense or
non pasarety and nhomCuslamer identifiable date or give me' to dvl kehiRty ( )rid to Varlets With another
hfomntation resulting from Customer's use of the&rites mama use
use and enjoyment
i the Services v aster
rStatistieeh Data",Sledstice Data may be weeded by Julcfa entity's use 8r permit or amhjoyrtherd d engage
services;co (vli)not to
nbsts,chain
for any lawful business purpose without a duty of accountinghem opeettreeemelute,r ma Ionpl "thee,totem.
to Customer,provided that the Sta local Date a used oiy In or ureek:Pei moss dekibution of ems&and(rx)to comply
an apgregeted formk lab*apaa6ah idalad)4ng the sauce nth as regulations, policies arks procedures of networks
of the St slical Data Except fa the Smiled rights granted connected to the Services, Juiote. or Julota's service
herein,al no time shad Jubta acquire any ownership,license. ,s t �esame may be promulgated bore Mine to ems;
rights or other interest In or to the St5Mkal Data,all of MO , tor megniatohe, hies and procedures
shall,as between Customer and Julota,be and ranch the prantigated by Julota or Jubla's service providers.Julota
confidential and proprietary information of Customer. must provide fourteen(14)days'*Often notice to Customer of
page 3of 23
Q$Julota•
Julota•SeaS Agreement
such regiations,policies and poceaees before they become sole flabby for the payment of lees set forth„the SOWs it
effective.Mote may remove any violating data on thewebsite executes,
posted or stored using the Services or transmitted through the fa SOW;not executed by WASPC:CustomerServices,without notice to Customer,however,Julota has no
12 Fees.obligation to do so. agrees to pay Jutote the lees set forth on the appNceble SOW
for the Services.in accordance with the fees,charges,and
7.3 Customer shill maintain priea/por ies on Is website offing terra set forth in this SeaS Agreement(ccaeaiwly,
and shall delver printed hard copies of its pAwcy polices be 'Fees".AN Fees are quoted in United Stales currancy.Except
each Help Seeker prior to entering any information about the as of erwse provided in this SeaS Agreement,Fees are non-
Help Seeker Trough the Services. Customer watt ensure that refundable.
its practices for staring and sakguardng Help Seeker related L3 Atonal Charges. For SON,not executed by
information are consistent with industry privacy, security WASPC:Customer shall travel and
living evthenses and
standards and all applicable legal requirements. Customer other out-of-pocket expenses reasonably incurred by JWda
in
must obtain the necessary authotizations and ih privacy policy connection with the Services. As applicable, such outoi
must include The Moving disclosures anted harms sufficienttoP shall be incurred in accordance with Moles
above for(i)the collection and processing of data from Hag then-current corporate travel and expense poky.T an ouAof-
Seaiws,ktdudis1any Paschal Dale tam a itgp Seeker(it) Docket expense is Wad in an Exhibit,such expense may be
Jseob's processirp of clap Seeker data; fit) the use of changed to reflect changes issued by the applicable vendor.
Personal Data belonging to Help Seekers as conterrpttated in
the provision o1 the Sanvittesa and in the applicable SOW:(w) AM mowed' by Jukes for which it seeks
reimbunwmerd from Customer must be in writ
The maintenance and retention of Personal Data after
P^esPPrn>tced ng
assistance is rendered by Customer toe Help Seeker,(v)the by Customer,
processing and sharing of Personal Dela and other data of 1.4 Payments.Unless stated otherwise on Pie amicable
Help Seekers with other organizations utilizing the Hosted SOW,all Fees are due and payable within lofty-eve(45)days
Services and by Core Teeess;and(vi)the sharing and utffitng after The invoice date.Any payment not received by the due
of each Help Seeker's Personal Data and the aggregate data date she accrue(except with rasped to changes than under
derived therefrom by Julota. Customer shall be solely reasonabe and good faith&Me),at the tawerof one percent
respagittle for oblaisng and maintaining docume tafan of (1%)of the outstanding balance per month(being 12%per
any and all legally wired within permissions,c nserts or annum),or the maximum rate permitted by taw,from the date
authorizations from Help Seekers before a Help Seeker's such payment is die unlit the data paid. For SOWs not
Personal Cola is povldad to Jules or placed on the Ptalorm. executed by WASPC, Customer shoe also pay ore sums
Any and all information provided by Customer to Julota via the expended(inducing,without limitation,reasonable legal few)
Hosted Services or any other Services relating to any Help in collecting overdue payments.
Seeks permissions,consents or aaatarizatiorhs shall be 15 Taxes.Al Fees set forte an this Saar Agreement are
accurate and wed.Customer shell notify Julota,on a form exclusive of al taxes dialler less. Customer shall be
provided andror approved by Jose&of any restrictions on the
use or disclosure of a Help Seeker's Personal Date That resStininhis for did suit pay in knit all sales,use,eivase a
Customer is requited to abide by to The extent that such similar governmental brew imposed M any federal,state,a
restriction may affect Julota'a use or disclosure of that Help local governmental entity upon the Fees charged the
Seekers Personal Data.Cwtomer shah nnoify Jules of any Customer under this SaaS Agreement,exclusive,however,of
la
changes in,or revocation of,the permission,authorization a taxes based on hhlota's income,wroth taxes shah be paid by
consent by a Hag Seeker for C ralomer to declass such Help Morn. t any taxes the which Chstonhav is responsible
tieieunder Seekers Personal Data on the Platform.Notwithstanding the reimburse Juts upon paid C CustJulotaomers receipt of mold pa Customer we yment
foregoing revocation or change in authorization.Juba may
retain copies of that data in read only format to the extent 9. TERM. This SasS Agreement commences on the
permitted by kw in order to comply with its statutory or Effective Data and shah continue for she(1)year,unless
regulatory requirements or to defend against a daim or ember terminated in accordance with this SaaS Agreemed.
eompait. Following the initial Tam,this SeaS Agreement shall renew
9 FEES AND TAXES for successive twelve(12)cnonth periods unless either Party
provides written notice of to rfndon SO days prior to The and
Li WASPC. WASPC has agreed to pay the Fees of the Temp.if this SeaS Agreement is terminated prior to the
(defined below), the additional Merges (as described in term of a WASPC•CCS SOW ending,Me term of this SeaS
Section 8.3),and the taxes(as described in Section 8.5)for Agreemem wte be extended for the duration of the tam of The
the Services set forth in each SOW signed by WASPC. WASPC-CCS tens.
Failure of WASPC to timely sassy its payment obligations set 10. TEfINATIDN.
forth in this Section 8,which would otherwise be Customer's
obflgstions absent WASPC ION the ap llo ble SOW,will 10.1 Mach.Except es otherwise provided in this Section
constitute a breech of this Sea Agreement.WASPC WI have 10,either Party shall have the right to terminate this Seas
page
4 of 23
V JuIota•
Mate*SeaS Agreement
Agreement or the applicable SOW upon write notice if the 16 and 18 of as SacS Agreement saw survive termination
other Party has breached a ratan term of this SaS for any meson,
Agreement or the appiaate SOW and hen not aced such 18.4 t Alota terminates this SeaS Agreement or any SOW
breach within MOM(30)days of receipt of notice from the non- pursontb W section 10 based upon any ad or omission of
breading Partyspecifying breach. WASPC,WOO ifcurable under Section 10.is not timely aced,
102 I solve%y. Either Parry *haw have the right to or(Ili)a breech of lie Agreement by WASPC,Junta may,In
terminate this SeeS Agreement if(l)the other Party has a its sole discretion,terminate the saes Agreement and/or the
receiver appointed for it or its progeny;(ii)any pracee*rgs applicable SOW,and pursue is financial remedies against
are commenced by the other Party under a Chapter 7 WASPC.CuslomenwervesMdatesandrightsagWhstJthota
bankruptcy,or(Ii)the other Party Is iquideeed or dissolved. and fte members,sharehddera,directors,officers,employees.
10,b Filets so Pary/Crgtaaa Conde„! Excapi b the service providers, subcontractors. agents, assigns, and
extent prehibiledby lfealth Pdwcy lave,Juba shag have the success* te Nernst rebated to to tented n of the Sus
righttenrePendtermite"exeenle the Services,atesace Sal n 1 excetrySOWtatd byter Customer
pursuantr btibia
option,with a%%thaw nog*to Customer.if g)any paymetht Salon 10.except if terminated by pursuant to
is delinquent dY more than ably(lid)days,a Customer
(Ii)if Custom Beseech 10.1 hereof.
breaches Sections 3.2,5 or 7 of this SeaS Agreement,or gib) 11. COWFIO€NTL UTY,
WASP.insane Jutota that w no longer irterhde an making 11.1 Obligations. Each of the Patios agrees to maintain
payments and Cuslana MYs b arrenge to snots symem, in confidence fidnce any proprietary a hare-phblic intonation of the
and Juba may terminate We SeaS Agreement and each usher ply,*haw mitten a attnervmise.6aiosed by the
SOW at the end of the lest fir,wad period 1a Senecas.In other Party n the cones of ter this SaaS
addition,if WASPC termini**its contract vim Customer and
Mnhentinws Palm" ter the Servfoca. Customer may cosidered Mat a Party knova or losing by should know is
terminate this SeaS Agreerre t upon Milt'(3p)days'wiften considered set►The P by to disclosing PeAt ( termsent d
malice to Junta,t nct terminated earlier by Juba. moo. The Parties hereby agree to firms and
conditions of this SeaS Agreement, and any discussions
10.4 immediate Termination Juba may immodesty related to the Services shall be considered Confidential
suspend or*mane this Seas Agreement or the applicable Miamian.Confidential information also includes:(I)trade
SOW,in its sole and absolute&anion,If Customer violates secrets and proprietary innrnaaon (inducing that of any
Section 7.2 of this SetS Agreement or violates or agent, suppoer or licensor): (It)customer fists, dram lists.
n>isappmpriates Juloa's ingNactin property rights related to business plans,intimation sec r ple s,business continuity
the Services, plans,requests for proposals or requests for intimation and
10.5 Effect of TenNnatlah Termination of this Saes responses to such requests that the Pates may change altar
Agreement vial terminate al SOYA. Termination of an Me Efiedive Oats,and O fy souse prepares:and t;
individual SOW wul only*mina IN SOW and al not result ant star irhforrmuas received from a m babas ni a
in the termmkation of this Sass Agreement.unless to SOW dva hart nth,is lot reasonablylted or mat ma";;;;;nt
provides athemise. Junta show not be title to WASPC, of Me Ndomaton aehdd ressonaty be model b know is
Cu"new nt any Mid pets for sug ehnine or terminde n of rrordidenai' The Psmle shag not dsdaers ua.
Customers access to,or right b use,the Services under this bodarm*iny form m e confidential entaveial i or try erdwy,pals a
SasS Agreahant, provided Mat such suspension or Y ny of of erformng informal-Jon, d
tenninanon is dons in accordance with this Seas Agreement, W performing its ottomans hereunder.and
t Customer terminals this Saar Agreement a an SOW somopriate show*lee taw such actions n ore m cot Cf--cm sc and
executed by WASPC pursuant b Section 10.1 or d Junta eve and protect Me a sin st s
terminates the Saes Apemen et en"entm t urns", Information and de Patties' riots fhare. at as
WASPC wi be MW8"ed te pay to Whine the nr the times D at Nast a reasonable level of care. Each
Services up to she date of termination.tJulola terminates this Pay agrees to ROW area to to Conwdentiai Information
Sass Agreement or an SOW pursuant to Saba 10.1 or 5 of she other Party b sass employee„or vents who umpire
Customer lamtinatee this SaS Agreement a SOW rtlhout scone, odor b peAorm Men hp„„„„.„under this Seas
case,WASPC seal pay any unpaid fees through the dated ' ea11°"t who speed b be boom bs these otnnpatas
*amnion and shin pay any unpaid fees covering the d and randedoerma. Excap n otherwise
remainder of the tan of SOWS suec tied try WASPC,d the exprasty provmedih this Seas Agreement,upon termination
SUS AasaneM is terminated,0r the aPPfic able SOW.w sty of thts Saes to any tenon,and at eta nowt of
to SOW is ter minabd.Upon the effective date of te►mtnona ate 0 the d the teDiivirug Pats show prompts mum
of the SenS Agreem°1 fa ally relsoh.exoent b to tonal or destroy s .o down i fonts option),taw etacopies of the
prohibited by Ham Privacy tars,Customers access b the other Pairs conwaentd kuroms6on. �g the
Services wsl terminate am Customer shag case accessing ' ea ice applause adxval aopia of
and using the Services immediately and Juba shell cease Conwdnt pZii;d y fa Me stathrbry grenade to
use immediately of any Maks.Sections 32,4,5,6,8 trough extent pamited lhy law.
page 5 of 23
kJ)Julota'
Juba*SeaS Agreement
11.2 Exclusion.Confidential Infomaton alai not inducts REASONS. JULOTA ALSO EXPLICITLY DISCLAIMS ANY
any intonation that is(I)already known to the waiving Party WARRANTIES RELATED TO BUSINESS RESULTS THAT
at the lime of Its disdain;(ii)pultidyknown at the lime of MAY BE OBTAINED BY USE OF THE SERVICES MD
the disclosure a tames paddy know through nowrorglul SPECIFICALLY STATES NO SUCH REPRESENTATIONS
act or faiMxe of the receiving Party;(a)subeequa 1 disclosed ARE OR HAVE BEEN MADE TO CUSTOMER. CUSTOMER
to the receiving Party on a bale by a third WILL BE SOLELY RESPONSIBLE FOR(I)ESTABLISHING
Party not lasing aoanAderrtial relationshbuith the cur Party AND MAINTAINING AN INTERNET CONNECTION
hereto that Aghariy acquired such infonnalon; Div) SUFFICIENT FOR THE SERVICES TO FUNCTION
communicated to a third party by the receiving Party with the PROPERLY,(II)THE CONTENT AND EFFICACY OF ALL
express min conaerd of the other Party hereto;or(v) MARKETING INITIATIVES,AND(III)FULFIWNG ALL ITS
requests for i nformalbn pursuant to the Freedom of OBLJGATIONS TO HELP SEEKERS tN CONNECTION WITH
Information Ad,or any cpemeoorda a pubicdiadosure live, THE USE OF THE SERVICES. CUSTOMER WILL FOLLOW
provided an exemption to said disclosure or other law PROPER BACK-UP PROCEDURES FOR ANY OTHER
superading the reguirement for disclosure does not a y, PROGRAMMMNG AND ALL DATA TO PROTECT AGAINST
and provided that the disclosure does not include data solely LOSS OR ERROR RESULTING FROM THE USE OF ANY
stored in the Hosted Service. A dedoeu a of Caddential EQUIPMENT OR THE SERVICES.CUSTOMER AGREES
Information that is legally compelled to be*closed pursuant THAT JULOTA AND THE PLATFORM AND SERVICES DO
to a subpoena, summons, order or other Judicial or NOT MANE CUNICAL,MEDICAL OR OTHER DECISIONS
governmental grooms shawl beconalde ed a breach of this OR RECOMMEND,ENDORSE OR MAKE ANY MEDICAL,
SeaS Agreement; provided the noising Party provides CLINICAL OR RELATED REPRESENTATIONS OR
prompt notice of any such subpoena,order,or the as to the WARRANTIES.EXCEPT WITH RESPECT TO JULOTA'S
other Party so that such Party wit have the opportunity to OBLIGATIONS HEREUNDER,CUSTOMER ASSUMES ALL
obtain a gated**order or otharbbae oppose the*closure. RESPONSIBILITY IN CONVECTION WITH DISCLOSING
Notwithstanding anything to the contrary in this Agreement, CUSTOMER DATA ON THE PLATFORM.
Confhdental Information shall not include PHI or Part 2 Dela 12.2 Open Soana.Pads of the sawn for the Service
as those terms are defined is the Business Associate
Agreement, wNch shall be gowrmd by the Business be salad to the GR.(General Pubic license)for span
Associate Agreement. •
source software,and at warranties are disdained for anti
parts by the Free Man Foundation,Inc.See the GNU
12. WARRANTY. General Public License for more detain.S'rhiedy,parts of
12.1 Dledalner of Warrantee.EXCEPT AS EXPRESSLY such sebenee may be"led to the MIT Micas for open
PROVIDED IN THIS AGREEMENT,THE SERVICES ARE source software,end therefore,the teasing resbictons:MIT
PROVIDED`AS IS; AND, TO THE MAXIMA EXTENT ! Pam,free of taiga tosay person obtaining a
PERMITTED UNDER APPLICABLE LAW,JULOTA MAKES *Per of the einem and aaodeb°eecemereetiah Ales,is
NO AND HEREBY�SCWMS ALL OTHER WARRANTES, dal in the solvate without re ridion, inducing about
REPRESENTATIONS, II PLIED WARRANTIES OR *nation the icen s, use,copy, mostly,merge, re,en,
MERCHANTABILITY, WITH RESPECT TO THE USE, fie,erblicense,war or sell copies of the coders,and
MISUSE, OR INAIMJTY TO USE THE SERVICES (IN b permit P to when the software is furnished to do so,
WHOLE OR IN PART)OR ANY OTHER PRODUCTS OR subject b the bAowkg nnr dunes and ndwi edIn ing
SERVICES PROVIDED TO CUSTOMER BY JULOTA,OR le— S about warranty express a
OTHERWISE UNDER THESE TERMS.WITHOUT t MITPNG implied, including but not Wilted to, the warrantee of
THE FOREGOING,JULOTA DOES NOT WARRANT THAT �y "esa Mere" non
ALL ERRORS CAN CORRECTED,OR THAT USE OF �, In no evert shell the authors or copyright
THE SERVICES WILL BE UNINTERRUPTED OR ERROR holders be liable for any darn,damage or ober liabiBy.
FREE. EXCEPT AS EXPRESSLY PROVIDED IN THIS vibrator*an adlon of contract,tart or otherwise.arising from,
AGREEMENT, JULOTA DISCLAIMS ALL LIABILITY FOR out of or in connection with the sofmwe or the use of other
ANY MALFUNCTIONING,IMPOSSIBILITY OF ACCESS,OR dealings In to software.
POOR USE CONDITIONS OF THE SERVICE DUE TO
INAPPROPRIATE OR DEFECTIVE EQUIPMENT, 12.3 Mutual Warranties. Each party represents and
DISTURBANCES RELATED TO INTERNET SERVICE ware*that(i)it does not have any contractual obligations
PROVIDERS OR TO THE SATURATION OF THE INTERNET that would prevent it from entering into this SeaS Agreement;
NETWORK. ERROR, OMISSION, INTERRUPTION, and(s')l wli comply with ad lams and regulations dowdy
DELETION, DEFECT, DELAY IN OPERATION OR apdicabte to its perbmance of its obligation under this SeaS
TRANSMISSION,COMNh1UMICATI NS LINE FAILLE,OR Agreement or its use of the Services,
THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS 13. INDEMNIFICATION.
TO, OR ALTERATION OF, USER COMMUNICATIONS,
PROBLEMS RELATED TO THE SERVICES OR ITS USE. 13.1 Indemalleaden by Jibe. Julota shell indemnify,
LOSS OF PERSONAL CONTENT, OR ANY OTHER defend,and hold hairless Customer wah netted to,and at
page S of 23
V Julota°
Jd°ae SaaS Agreement
option settle,any third party chin orsut based on any'Nod 14.2 Waiver of Consequential Dampest IN NO EVENT
party clam or suit based on a dabm that tier provision of the SHALL JULOTA BE UABLE FOR ANY INDIRECT,SPECIAL,
Services rolls appiksble law or that the Services(seducing PUNMVE OR CONSEQUENTIAL DAMAGES.INCLUDINa
any third party software)violate,infringe or misappropriate any WITHOUT UMITATION, LOSS OF DATA OR LOSS OF
United Sias patent,copyright,badamadi or trade secret and PROFITS,WITHOUT REGARD TO WHETHER SUCH CLAIM
Jubla shag pay any twat judgment salved against Customer IS BASED IN CONTRACT,TORT(INCUMING,WITHOUT
in any such proceeding or agreed bar settlement,provided(i) LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR
Jutoa is prompty notified in Wing of such claim or sun,(I) OTHERWISE,EVEN IF JULOTA HAS BEEN ADVISED OF
Julota or its designee has side control of such defense or THE POSSIBILITY OF SUCH DAMAGES.
setuwnent. and (tit) Cvebner eras a l Iadormabon and 14.3 No Unit*far Wrongful ThiraPatty Diaebsures.
assistance requested by June or such designee. To the anything o to contrary herein,Jinn will
extent dial use of the Services te eryoirisd,Juba may et its tears n° h b Customer or any other organization OF
°peon either(a)pcoure ter Customer the*Se WI"the individual related b the nonghd disclosure by Customer,the
Servibee,(le"tete the Sehelete wghet ereuiehte products' Care Team,a Community Partner or any dredor,officer,
or (c) Mated to prepaid portion of the Fmk) paid by a ism"provider of to foregokg.
Customer for the Services or the ohm part thereof.Moth
shall hays no Hatay under this Section 13 or otherwise to the 15. NON.$000ITATION. During the term and for a
extent a claim or suit is bawd upon(1)use of the Services in period of twelve(12)monts tender,Jubla and Customer
combination with software or haidwae not provided by Mots shah not krhowagy,dndlyo►indireddly,solidi,MOM,employ
if infringement would have been avoided in the absence of or contract with any employees of one another.
such combination.(2)mode:doais to the Services not made 10. INSURANCE. Julota wit maintain(and shah cause
by Jubfa I infringement wand have been avoided by the each of its agents, YWepandent contractors and
absence of such modficatone,or(3)use of any version other suboontradore peaoamimg any services hereunder b
than a curtail release of the Services,if infringement would maintain)at b sole cost and expense at lead to otasing
have been avoided by use of a current release. insurance covering is obligations under this SesSAgreemeit
THIS SECTION 13 STATES JULOTA'S ENTIRE LIABILITY 15.1 Command'Genial Liability. coverage of not
AND CUSTOMERS SOLE AND EXCLUSIVE REMEDY FOR less than Ore Man Dallas(51,000.Witht each as a of no t
INTELLECTUAL PROPERTY VIOLATION,INFRINGEMENTb ).
AND MISAPPROPRIATION CLAIMS BASEDON THEcoverage Our iniuN mul Ter dames inducing
for pranks and operations,contractual Wily,
SERVICES, brood form property damage and products and completed
13.2 hderpnMaation by Customer. Customer ahaa operations and Three Neon Dolan (t3.000 000) in the
indemnify,defend,or at Ns option sell,any third party daim affithlffiefre
or nut based on or arising out of a dekn tad Customer 112 Cyber UsbMly mammas.Web coverage of not Nos
nnatedaAy bra s:ad is cdgetiors under this Saes than Three Mika Dotal($3,000.000)in the aggregate which
Agreement Customer shall pay any line judgment entered chat include al a minimum coverage for(I) uncut haized
against Alicia in any such poceeulng er seed to in access by an outside peaty,which may take the form of a
settlement,provided(i)Customer is promptly nettled in writing 'hooker*ads or a*virus*introduced by a third party,(ti)
of such daim or sun,(I)Curtner or its designee has sole allure to prevent a party other than an insured tom
control of such defense or seamen,and On)Juloa gives at unauthorized access b,use of,tampering with or introduction
knomnaeon end assistance requested by Customer or such of metiaous code Into date,peas or systems;and di)
designee breech of Customers data.
14. U MITATION OF UABtiJ1Y. 113 Potty Terms.Such insurance shall name Customer
141
as n additional insured. A dank et endorsement or an
14.1Limitation on lend Dangles. EXCEPT FOR JULOTA'S INDEMNIFICATION OBLIGATIONS, IN NO additional insured endorsement avidenokg the pithy slat be
EVENT SHALL JULOTA'S AGGREGATE W1SIUTY,IF ANY. P to Customer upon execution•dials chat provide
ARISING OUT OF OR IN ANY WAY RELATED TO THIS Customer with within notice of any potce Juba shoe within
AGREEMENT EXCEED THE FEES. PAID BY CUSTOMER '(30)days the receipt of such notice.Jnrbta chat obtain
FOR THE SERVICES FOR THE PERIOD OF TWELVE(12) 1 *lee"sling the requirements of
MONTHS PRIOR TO THE EVENT THAT DIRECTLY GAVE •
RISE TO THE DAMAGES CLAWED.WITHOUT REGARD 17. GENERAL.
TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, 17.1 tenses.At notices to a My sett be in writing and
TORT (MNCLUUING. WITHOUT LIMITATION, sent to to addresses specified in this Saes Agreement(and
NEGLIGENCE).PRODUCT LIABILITY OR OTHERWISE n the case of Juloa,to the attention of the Chief Opening
Officer)or such other address as a Petty notifies the other
page 7 of 23
V JuIota•
Mateo SeaS Agreement
Party,and shall be deemed to have been dray given when apmaments, proposals or representations, mitten or oral,
received,if personally delivered when receipt is electronically concerning its subject matter.No medication,amendment or
confirmed.if transmitted by faceimis or end;three days alter waiver of any provision of this SeaS Agreement shell be
ill is sent,if sent for mud day delivery by recognized overnigf t effective unless le vwiiny and either signed or accepted
delivery service: and upon reoefpt, if sent by artiied or electranicdy by the Party against whom the modification,
registered mat return receipt requested. amendment or waiver is b be asserted.However,to the ardent
172 Oovaming law and Jeuissisation. This SseS of any conedor inconsistency between the provisions in Me
or
Agreement shag he governed by the laws at the State that the body of this SoaS Arnow and any SOW, maw to
Customer is located.excluding Its conflict of laws rules. Each addendum hereto s or suching the Business Aes awarder,
Party hereby Mayon*submits b to exclusive jurisdiction Agreement), terms of such SOW,emu,t of addendum
of the federal and state Ceuta%tat*the County ol Pierce shall gravel•NOM tions any language to the eontrary
located in the State of Washington.My provision of this SaaS no terms orcondilont stated in a Cuatomer purchase
Agreement held b be unenforceable shoe not affect the orWiterar oraloaenapenofi(sadudngSOWs;;Time
�of anti other Provlsiorw ol ego Sr"Agreement. a' o coredr ns shaft nut an llv void. Fur ,end
Each Party further hereby waives any digit b jury Mao at such terms or a bra ors sham be nut and coned
connection ugh airy salon a I gaGon lo any "Mg vital not" 6a the farms a to SOW ent,which
of or related b this SaaS Agreement whth or are Macmillan!tent wllh he SeaS Agreement.which
cahict with statutory or regulatory requirements wti not
17.3 Dispute Resolution. B fore haialing legal action control or supersede this SaSAgreemen and such terms wit
against the other Party relating to a dispute herein,the Parties be deemed waived.
agree to work in good faith to reaohre dsputea and dims 17.7 Fora MONO. Nether Parry shin be in defaut t its
arising out of tie SeaS Agreement To this end,each Party talus b P a ands leas aa5 Apeefna
may request that the other Petty designate en Meow or other ta11; dy om;hons that
management employee wrist authority b hand such Party to Pis reasonable control*hiding,without imitation,acts of
meet to resolve the dispute or cairn. If the dispute and dvN we,alrmaas,labs
resorted within 30 days of the commencement of Wound h tweet e;;;;commotion,oternaptas stommr ws, vandalism
efb at vender has Pareg►aph►,ether Part may Puree tames *hacker'attacks,acts of terrorism or governmental demands
legal aeon.This pared*vhe not apply ff expiration of tits
applicable time for brknng an action Is imminent and IA N not or�`
prohibit a Party from pursuing injunctive or other ambit* 17.8 No Third-Party Benebdary Rights. This SeaS
rein to which l may be entitled. Agreement is not intended to and shah not be construed to
17.1 Rafetlonatrp of the Pardee. its Pates b this anyaaaaa,third party any interest or rights without
agreement are irhdopertdent "gee' and no agency, in connection aka party r went n►pect to or
in chcdon when any agreement or provision contained
partnership franchise. INN velure or smploywentplayer twain or oontemplMed hereby,
relationship is intended or created by has SeaS Apreenent.
17.5 MsignhmsM Neither Fang may assign any ol its 17.i Headings.The hearings ol the sections of this SeaS
rights or obligations hereunder,whether try operation of low or reement are for e only and shah not modify,define r
otherwise,without the prior written consent of Juba(not b be or knit any ant he terms orprovisions of this Seas Agreement.
unreasonably wUhheldj.Notrat elandng the foregoing,either 17.10 Baara6NUy, it any provision of this SeaS Agreement
Party may assign this SaaS Agreement In its entirety shad be held to be illegal, invalid or uenforceetle, that
(indudmg all SOWs),Without consent of the other Party,in provision wit to enforced b the maximum extent permissible
connection with a merger, acquisition, corporate so as to affect the Intent of the Parties and the validity,legalty
reorganization,or sale of all or substantially al of es assets. and enforceability of the remaining provisions shill not in any
provided that,in the case of Customer,the assignment is not way be affected or impaired thereby.
to a direct competitor of Julota In the event that either Party 17egogated".11 Corptruetion. 11his 5YS Agearharht has been
assigns its rights or obligations hereunder,in violation of has rr by the Pates and wN he bit interpreted in
Section,either Party may at ate tan**tern**gas Sea
Agreement,provided it does so vain sixty(60)days of the accordance with t y pa and without any strict construction
there whiten notice of the assipnnent is provided to the in favor or any Prey,
non-assigning Party. Subject b the trading,this SasS 17.12 Counterparts and Signatu es. This SeaS
Agreement shad bind and inure to the benefit of the Parties, Agreement and any SOWS, exhibts, addenda and
their respective successors and pendled assigns. amendments may be executed Yn counterparts,each of which
17.6 Entire Agreement Betwaee Jidda and Customer.
shad be deemed an original and which shall together
This Saes Agreement, inducing MI SOWs, exhibits and Agreement te one instrument Each Peery may execute teas Star
addenda hereto,oondkdes to entire agreement between theand any SOWS. an electronic
addenda Exhibit or
Parties and supersedes ell prior and aahtemporasaus amendment hash in to bin of an clranic record utilizing
page 8 of 23
V Julota•
Jul**&dB Agreement
electronic> , ad rude Iemis we deNnd in the
Electronic Signatures in Gobd and Naked Commerce Ad Era,ash bomb,uderoxf b a body bound neisby.has
(1$U.S.C.§m9td1seq.).Customer and its aibatss sr.nd awed this Saes swum(
dkpub Iw ratdly a aWrem"of dMdrasiu rynthne resessentsthe void died from the Bloc**Deb,
submitted to Mots by Customer or its AWL nor wit
Customer or id sNtdMa dispute lie MO5I&Mont',validly or
authenticly of Wu**who sign wM such eledonic aipnadra TedeAPirau Deraloprnemt,LLC eh Mob
to find Customer and Its Shells.Electronic signstins by
Customer and its altliis*.is eel as stratums by either
Party transmitted by Winds or**Mc*rid PDF or DI:
similar Its dstrwy mead..ahal hew the sans Stool as an
original signature Ism Deb:
11.13 Federal Grosme snt End Use Provisions. tf Titie
Cagonwrts a U.S.Ward povermwM and user,the Services
ars s`Canvner:hl Nem'as list term is dined at 48 C.F.R.
12.101,consisting of'Camnwroht Compiler SoMan and Jefferson County,Washington
'Commercial CondAer SoAwere Documentation'.as dross Board of County Commissioners
terms we used in 48 C.F.R§12212or48 C.F.R§227.7202.
Consistent wigs 48 C.F.R§12212 or 48 C.F.R.§227.7202-1
through 227.7202.4. as appaable, these Services are
Loaned b Custom AAh only those netts as provided under
the isms and conditions of this Seaa"Agreement Kate Dean,Chair Date
ATTEST:
Carolyn Galloway, Date
Clerk of the Board
Approved as to Form:
August 20,2021
Philip C.Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
pop 9of23
V Julota•
Adobe saes Agreement
MIKA
Senile*Level Ag emn-M
In pabrrtip the Services for Cabinet Julota's Iwal of performance shall be at least equal to or exceed the Service Levels sat
forth in this Service Level Agreement(this'SW)at all bores during the Term of the appAcab a StatemerN of Work.
A. QgfaiIgo Unless ottmise defined in this Addendum,the capita:Ted terms in this Addendum have the fofiowgg
meaning. Defined terms that we not defined In this Addendum w N have the same meaning as in the Agreement
1. 'Authorized User is a person who has been granted authority to use the Services by the Customer
Repmeentathe.
2. "Avapabelgl'means that the Services we readily available to Customer and operating*bout material Error,
excluding any Cutagep and low"level incidents(defined belowr).
3. 'Customer Representative'means the
single person that Customer has designated in waiting to Juice to be its
Customer Represwdatve. Customer may change the Customer Representative by written notice to Julota.Only
one person may be designated es Customer Representative at any time. In adds ion to the authority designated in
this Addendum,the Customer Representative is awarded all ideas designated to Authorized Users(e.g.,the
ability to contact the Support Desk).Only the Authorized Users may contact the Support Desk.
4. "Emergency Metntamtar means the downtime required by Julota for upgrading or maintaining the Services;
provided,that Jukes has Oven Customer al least liven y4our bows prior careen notice of such downtime,
provided that Emergency Maintenance does not exceed five(5)hours per month,and provided that Emergency
Maintenance does not occur more than six(S)limes per year.
5. 'Failure'means any film of Julota to meet a Service Level requirement but excludes those failures attrlbulable
to a Force M*ure overt.
8. 'Monthly Availability Percentage'mews the amount aqua to the totel number of minutes(multiply the number
of calendar days in any given month by the product of 24 times 80)in the applicable calendar month,minus the
total Outage time for that manth,then divided by the total number of mines.
T. 'Outage'means the period(measured in minutes)that the Services we not readily available to Customer andlor
are operating with material Env;but shah not include:(i)Scheduled Downtime(w►tch wM not exceed ten(10)
hours in aggregate par month);(Ii)emergency maintenance activities which WI not exceed he(S)hours per
month;(it)periods of naswtabfifiy attributable to Customers negligent acts or omissions;or(v)Customers
fatmre to timely respond to Jitote in connection with the resokdion of any Problem.
8. "Rester Rebus*"means release of minor product updates for upgrading or rekdaiulng the Services;
provided that there shad be no more than Iwo regular releases per week and downtime for these weedy releases
does not exceed Seen(80)minutes for each release.
9. 'Scheduled Downtime'means the downtime required by Julota for upgrading or maintaining the Servioes;
provided,that(i)such downtime occurs between Me hours of 22:00 MT USA and 5:00 MT USA(or such other
hours that Customer has previoudy and spedirsiy approved in voting).and(A)Julota has provided five(5)
business days prior written notice of such downtime. This may also be referred to as"Scheduled Maintenance
(ins)not to exceed 4 hours each month.
10. 'Support Desk"is a resource that provides administrave support and technical support to Authorized Users.
8. Twlnecal Su000rt.
1. Contact Methods.Julole we make available to the Authorized Users two means of contacting the Support Desk:an
email("Support Email')and Web Portal.
1. Ernst Suppo Suf oadt tola.com
2. Web Portal: btalfar000rt.iubla com
2. User Support Hours.Unless ogsrwtse stated,standard user support hours are Monday—Friday from 8 AM to 5
PM(Mountain Time)local time with the exception of state and Federsi hobdeys.In the event cats cremate are
page10d23
V Julota
,klosr•Seas Apieeme d
received outside of User Shgpat Hours,Jude tall address the Authorized Users quay during User Support Hours
With the exorepton of Critical events(as deceased below).
3. Technical support nit be knifed to the permissions of the Authorized Use,which ail the determined by the
Customer Representative pursuant to Me Protocol Authorization Form,a sample of which is attached as'Annex
A'in blank format The permissions ad be defined In the Protocol Authorization Fonn.The Protocol Authorization
Form ell set forth the Authorized Users permissions granted to him or her.
4. At the time that the Authorized User contacts the Support Desk,the Authorized Users permssics wit be vented in
order to determine the scope of support that may be mod. if the individual is not an Authorized User,the event
that srhe is attempting to repot will be deemed unreported.
C. figgeratgluesaegggalkes. The hearing ere a description of the service levels and the service level
response times:
1. Critical.An incident with a severity level of'WCrttcal'is defined as one that produces an emergency situation(e.g.,
system dons+)in which the Santee ere substatlety or completely non fundbnet or Inoperable.In the event of e
Critical incident,the Authorized User shall contact the Support Desk to report the problem. If the reported event is
Critical and outside of User Support Hours,the Authorized User shall contact the Support Desk via the holies at
8 445-1655,witch is moNlored 24x7x366,excluding Stale end Federal holidays.The Support Desk wit contact
tee Authorized User.**reported the incident Win four(4)hours to dimness and begin remedstion of the event
and will use oommendally reasonable efforts to resolve the event as soon as is reasonably possible under the
circumstances.My Authorized User may contact the support desk to report a Critical incident,even tiro issue in
question relates to a Nion of Junta that is not under the purview of the Authorized Users permission&in this
case,lire Supped Desk will take the report of the issue,but wall not contact the reporting user ad resolution,but
instead,wil contact the Customer Representative to report resokAion.
2. High.M Indent with a severity level of'High'is defined as one that produces a dalrinensl situation in which the
Services we urged,but materially incomplete;performance(response tire)of the Services is degraded
subetentiaty such that there is a severe impact on use under reasonable loads,one or more mainline functions or
commands is inoperable;or the use is°Mendes significantly impeded.If the reported event is a High severity,the
Support Desk cod contact the Authorized User who reported the event within eight(6)User Support Hours to
diagnose and begin remsdston of the event,and di use cornmecaty reasonable efforts to resolve the event with
five(S)business days.Airy atomized user may contact the support desk to report any issue,even if the issue in
question relates toe portion of Juloa that is not under the purview of the Authorized Users permission,
NokrifMandig the foregoing,if the Authorized User that reported the event is not under the purview of the
Authorized Users parissilons,the Support Desk will take the report of the issue,but ell not contact the reporting
user with resolution,but instead,**contact the Customer Representative to report resolution.
a Law.An incident with seventy level of low'is defined as one that produces an inconvenient situation in wti h the
Services we usable but do not provide a function in the most convenient expeditiousor manner aid the Authorized
User sutlers lime or no significant impact.ii the reported event is Low severity,Judet ad attempt to resolve the
event in a commercially reasonable manner in future maintenance releases.Only the Authorized User may contact
the support desk to report the issue.
page 11 of 23
V Julotaa
Jingles SaaS Agmement
gNipi a i rAfbllkli 2 hones vla hotline 1 bans t'it itrt
diwNrMinseir bninled day via emati or aaaMartighOddir
Low tilitmaltOOSdf$ila,lNalt or bowmen via small or 1 t1ia s1 11t
0.
1. Monthly hyoid**Peraeritage* hlota shel maintain AvalabMy of do hoalirp Sswioaa in acooidanoe
with M least the began;Monthly Avaflaality Perce ntage tea defined in dais Erdrbtt B below):
Monthly Percentage
99%
2 h the event of a Failure by,Hlota to meet the Monthly
Agiiebtitiy P er nt ge set forth shove in any cebnder month d tug the Term,Julota shall issue Customer a
service Credit("Bunke Cretin
as takes:
1 8etereern 97%and 99.8% 2%of rie monthly
subscription fees paid in the
month preceding the Failure.
2 Bentsen 95%and 96 99% 3%of the monthly
subscription fees paid in he
month preceding the Failure.
3 Less than 94.99% 5%of the monthly
subscription fees paid in the
month precedng the Failure.
Customer s arc hive the rihl to immediately terminate this Agroemerri upon wriden notice to Judet if a)the
Mddhly Ava shily Pe tentage thb below lib%for one calendar month,orb)the Monthly Avals ly
Peicsntege IIk blow 94.99%for Iwo consecutive ciiendar mondls.or C)d the M0r11My AY�1btiy
Percentage titia below 94.99%for eve or more calendar mantra per calendar year,
page 12of23
V Julota•
,leldae Seas Agreement
evos
Help Desk rM Emelic`cetd Ijp� It ttgild dsupOort hours) X X
Emil Acme Ne EntaMPafa1 tappet 1IOMd support ) X X X •
Trebling tons an see relnM maxkiium 4haaehna110 x
x X x
Post Implernsetallon Development M ($175fiour) ($1(00 0
Tdephoes support troaO*mA►-Ida M► time zone) X
Telephoto suppal-?AA NioMoO phone lee for WI hub vssrs X
x
Trawl-4 training not pnrMedMealy totistemt el
10 Commonly patrlersatrgegid.tabled,on boarded,and soppomd x
once contract provided per leer.
page 13 el 23
V Julota'
Julolse Saes Agreement
IMOLA
EWTfiY Sheeniest of Work No.1
Service and Fees
This Statement of Work No.1('SOW')is entered as of 24 August 2021 by and between ToudPhrase Development,LW drda Julota
('Julotal and Jefferson Carty Sheriffs Olfca. Except as otherwise specifically provided herein,the terms and conditions of the
agreement between Julota and Customer dated 24 August 2021(the'Agreementry we incorporated herein ty reference.Any capltalzed
term used but not defined in this SOW shah have the meaning first assigned to it in the SaaS Agreement signed by the Customer.
A. INN
The term of this SOW is set forth in Appendix 1 to this SOW(the'SOW Term".
ikonaufolablohleF
1. ;fig: Subject to the timitaboors set faith in the SeaS Agreement and this SOW,Julota hereby licenses o
Customer access to a web-based and mobile integrated sofiv=for the sole purpose cf trading services provided
to Help Seekers on the Platform,during the SOW Term,for the ENTITY. Customer and its Authorized Users may
axed theSenicee for the purpose of p►oviufag contact,tracking,monitoring and owe to Help Seekers during the
SOW Term Cuslanar may,through Ole administration panel of Jubfa,in coordination Ott WASPC,create and
authorize newAWror zed Users.Jwolasoftware**alloy/Customer end IN Authorized Users to communicate action
Steps necessary to integrate and cocain*the we of Help Seekers during the SOW Term. Each Authorized User
vdlh access to the Personal Data of a Help Sealer that was enbredlstored by another Authorized User on the
Platform WI be assigned unique login credentials.
2 4ddhorized Users:Authorized Users shalt be individuals from WASPC,Customers organization,and their respective
employees,and any news rCw Team members as authorized by Customer.
3 Used and Storms: The amount of usage of the Hosted Services(nor irrdudkp erwoNmente)and data storage is
unlimited.
4. Excess hailed Service Used Fed:S0
5. ,S L : Mots rib provide general support to Customer and its Authorized Users for Julota Reach as
provided for in the SLA attached as Exhibit'A to the Saes Agreement.
C. :
1. Fees and expenses wr(fi be as provided in Appendix 1 to this Statement of Work.
2. Payment Ali payments under this SOW shot be paid by WASPC within 45days of the Olson the invoice.ENTITY
wit not be invoiced for the tee for the Initial Term.Payments should be made payable to*Mote'and sent to the
(Waning
ail address(emaddress Z m _ Pieid code CAuKed
ota
Attention: A000mting Department
102 S.Tejon St.,Suite 1100
Colorado Sprigs,CO 80903
Julota may change the payment method provided It does sown writing to WASPC. Payments not paid wfttro 45 days of the
dale on the invoice trill be chaged at the tower of one and a het percent(1%)at the outstanding balance per month(being
12%per mum),or the maximum rate permitted by law,from the dab such payment is due until the dale paid,whichever is
bwer.WASPC dal also pay afi sums expended°whdudtrg,without emgaton,reasonable legal fees)in collecting overdue
per.
page 14of23
V Julota•
Juictae SeaS Agreement
0.
Upon execution of the*aimed and this SOW,provided the fee for the Initial Term is paid by WASPC upon execution n d this
SOW,Mote+ l commence is planning and execution of the Seaton With the intent of laundling the Serapes for Customer
by EFFECTIVEDATE.
L littlaganidt
Mole reserves the right in its sole discretion,to make any lunges to the Services that it deems necessary or useful to:
1. maintain or enhance(I)the quaky or delivery of the Services for its customers,(A)the competitive strength cl or
market for Jubta's services,a(N))the cost Widow/or performance of the Services;or
2 to comply%OM applicable Law.
Nobithstendng the ongoing,in no event WI such Julota initiated changes resell in increased cost to WASPC during the
SOW Term.
Customer understands that daily and*eddy Julota initiated changes may mar without advance notice and such changes are
for the purges of bug(tree and mina improvements.
During the SOW Term,Julota she provide to Custonutr at no additional cage the blowing:
1. any and all changes that M develops vubh reaped to one Services,unless such changes are considered opeomd to
the Cuubmerand bear additional oats to Julota outside ntcosts for,ktota initiated implementation anddaelopment
2. any and all changes required by federal or stale governmental,or professional regulatory mandates related to the
Customer's use of the Services;
3, the Documentation associated with any shapes:and
4. two(2)s6dy nminute video training sessions on how to use the Services.Additional Mining is charged an an hourly
hula at Molds Msncotet hourly rates,unless'Bite Support Services'are purchased,in which case adot iond
training Wit be provided at no additional charge as set bit an the Elite Support Services apmeensnt.
Without inking g the foregoing,Customer may,at any time during the Term,WOW In V ang changes b the Services,suhjed
to approval by WASPC.The Parties shall evaluate the requested changes end,if agreed,implement all such requested
changes in accordance with a mstuaey agreed charge order.No requested changes wise be effective unless and until
memorialized in a bitten change order signed by both Pales.
F. liddidlediffs
Julota may from time to time in its discretion engage third pieties to pabnn Services(each,a"Sul:contract?).
titglentRIBINNE
Any Julota personnel visiting Customer's facilities shed comply with all applicable Customer Odes regarding access to,use
of,and conduct within such teddies.Customer wit provide copes of such policies to Jalou upon request.
Customer shall bo reupona ale for purchasing,acquiring and installing al hardware assadabd vvath the Agreement ad this
SOW.Customer shd also be responsible for ere training.Jidda has no reepasbiety related to any of t a hardware,induding,
but not limited to,in.aore hardware°Pads,cables,cases,etc.). Mote may advise Customer regarding props deployment of
Services,but such advice is without warranty and provided'As Is'.
i. Qom:
page 15of 23
•
V Julota•
,Mots*seas Apreemerd
1. •Datsset Migration•is the process of selecting preparing,extracting,and transforming data from one computer
storage system to another.
2. Want*Active ChsnUsr is a Help Seeker whose name has been added to the Hosted Services,through Customers
subscription to the Services,for a service,encounter or env nest bra particular month.
Each party hereto has caused this Statement of Work to be executed by its aupwrited representative as of the Effective Date.
TouchPhrsseDereopment,LLC dibh Mote Jefferson County Sheriffs Office
Name: Name:
rde: We:
Date: Date:
WASPC agrees to ammo tabety for and to limey make at payments under this SOW pursuant to the terms of this SOW and the
Ay eement,which ft admowledges having received and reviewed.
Washington Assodagon of Sheriffs
and Poke Griefs CWASPCI
M:
Name:
Tree:
Date:
peps 16 of 23
V JuIota'
Mote'SaMS Agreement
Amanda 1 to the ENTITY Statement of Wait No.t
This*ends 1 to the Maternal of Work No.1(Appenmx'),except as other**spedically provided herein,incorporates by reforerae
t e terms of the Agreement and the SOW. Arty capitalized term used b t not Mined in this Appendix shall have N meaning find
assigned to d in the SOW and,to the extant not defined in the SOW,then the meaning assigned to kin the Agreement.
The terms for Mote WI provide the Services acoordng to the ➢:
1. In: The SOW shall be elective until 11:59:59 p.m.MT on
2. Fees fame folowMa lees do not include socked.taxed
Annual Fees Schedule(nan+eMmdablel:
I UriNs: 1 Pike per Unit: [Tout:
TOTAL ANNUAL FEES: $ 00,000
Meta Sisk Summit Services:
I Units: J Poke per Unit: I Total:
YEARLY SUPPORT FEES: $00 000
Total: won+Annual Fees+ Mote Support Services•0 00,000
3. For the corn sdcn of the Ibteset Migration,Customer is responsible Jar providing he'data dictionary,'witch provides
the name mf the data tietde in Customer's old system,the deinitiqn of each data field,end the name cf Ire Sold it is
being moved bon Julola's system.
4. If Customer exceeds the estimated number of Monthly Active Clients during a year,it UN not be charged for additional
Monthly Active Clients,but Julote reserves the right to adjust Vie fee for Monthly Active Clients in the lollovAng year.
5. The rase set forth in the'Annual Fees Schedule'are not a commitment by Jukte to provide the Services at the same
rate in any subsequent Tenn and maybe increased by Jade,
• page 17 of 23
V Julota•
Julotes SasS Agreement
6, Adf tonal services feted above may be purchased at any time by Cuatormr,subject to the epprovid by WASPC,by
providing Batten notice to Jules requesting the additional services.The rates set forth above in the'Annual Fees
Sc hedhde'are valid if ordered during the Term for Non-Recurring Term subscriptions. Thereafter,tau rates at be al the
then current rides set by Jude.11
Each party hereto has caused this Statement of Work to be executed by is authorized representative as of the Effective Date.
TcuchPhress Development,LLC d Wa Julote Jefferson County Sheriff's Office
BY: By:
Name: Name:
Title: The:
Date: Date:
WASPC agrees to sums tiebifty for and to timely make all payments under this SOW pursuant so the isms of this SOW and the
Agreement,stash it Wm/ledges having received and maimed,
Washington Association of Sheriffs
and Police Chute(WASPC')
BY:
Name:
The:
Ode:
page 16of 23
V Julota•
Mole&LISAgreemere
Customer Trademark Guideline
Mots 0 Is a registered Indemark of TouchPhrase Development,LLC
Connecting Your Community*ity* Is a registered trademark of TouchPhrese Development,LLC
page 19of 23
V Julota•
Aida*Seas Agmemeni
Man
tindistionaidnolikAnsmid
This HIPM Business Associate Agreement CA reanent)is entered into and effective on 24 August 2021 by and between Jefferson
County Sheers Office and ToudhPhrase Development LLC dtbla Julota('B hinss Associate').
WHEREAS,Covered Entity is subject to the'HIPM Rules,'ehich for purposes of this Agreement that eclude,as
each maybe amended from Pine to time,the Peracy Rule,Security Rule,Breach Notilc ten Rule and Enforcement Rule(45 CFR
Pats 180 and 184)promulgated by the United Slates DepanmeM of Health and Human Services and the Health Insurance
PorlabiRy and Acoounfab&ty Act,of 1996,Public Um 104-191,as amended;and
WHEREAS,Business Associate may maintain,transmit,create or receive Protected Health Information,a that term
is defined vender the HIPAA Rues('PHI'),of ir>dlvirfuals in the course of providing services to Covered Entity. A description of the
services that Business Associate wile palm for We Covered Entity is set forth in the Satire as a Savior License Agreement
entered into between the pies and effective on the Effective Date(the'SuS Agreement). The parties desire to enter into this
Agreement to comply with the HIPM Ruin,42 C.F.R PM 2,es amended from time to time(he'Pat 2 Ruse').and at applicable
state privacy and security laws.
THE PARTIES,INTENDING TO BE LEGALLY BOUND HEREBY,THEREFORE AGREE TO THE FOLLOWING:
1. ththoilias
Teens used,but not ne hawtae dinned,in this Agreement shall have the same meaning as those tarns as defied in the
HIPAA Rules, The patios recognize that electronic PHI is a subset of PHI,al references to PHI in this Agreement shall
include electronic PHI,'Pat 2 Dear means informs/on the(a)wouki Identity,dredllyorinernly,an individual as having
been diagnosed,treated,or referred for treatment for a substance use disorder,such as edictal though Mended
medical codes,descriptive language,or both,endlor(b)is subject to the Part 2 Rule. For purposes of this Agreement,
'PHI'shall include Part 2 Data. .
2. Oblations and Activities of Business Associate
(a)Business Associate agrees to not uses further disclose PHI other than as permitted or required by this Agreement or
as required by law.
(b)Business Associate agrees to comply with the HIPM Rules,the PM 2 Rule,and state privacy and security laws,to
the extent applicable b Business Associate.
(c)Business Associate strati use implement and maintain reasonable and approprieb administrative,ethnical and
physical safeguards to prevent the use or disclosure of the PHI other than as permitted by this Ag eemenl and to comply
nth the HIPAA Security Rule(Subplot C of 45 CFR Pat 184).
(d)Business Associate agrees to mitigate.to the extent predicable,any homed effects that are known to Business
Associate of a use a claimer.of PHI by Business Associate or any o►its Sukoonlradas in violation of the requirements
of this Agreement.
(e)Business Associate agrees to report a Covered Entity any use or disclosure of PHI not paneled by the Agreement
of which it beams aware,inducing a Breach of Unnamed PHI as required by 45 CFR 164.410,wen ten(10)beakless
days from the date tit Business Associate discovers such impermissige use or esdosure.Business Associate shell
presume that ahyimpemtssibfe use or disclosure of PHI is a sonnet Breach and shall not delay in reporting the
occunence themat b Covered Entity to determine whether a Breech has occurred. Covered Entity shall be responsible
for making any and all bet risk assessment deteminalons nth respect to potential Breeches of Unsecured PHI,including
determining g whether Were is a low probat i1ty that any potential Breach compromised the security or privacy of
Unsecured PHI.
(6 Business Associate agrees,in accordance with 45 CFR 164.502(eX1)(1)and 45 CFR 164.308(bx2)to ensure that any
individual or entity that subcanhads with Business Associate to create,receive,maintain or transmit PHI received foe,
page 20ct 23
V JuIota•
Jul*.BesS Agreement
or crested or received by Business Associate on behalf of Company agrees to the seine resirdlons and conditions that
apply through the HIPM Rules and this Agreement to Business Associate with respect to such intimation.
(g)To the extent that Business Associate maintains a designated record set on behalf of Covered Entity,Business
Associate agrees to promptly provide access,al the request of Coveted Entity,as necessary to slow Covered Entity to
meet the agnomen under 45 CFR 164.624.
(h)To the extent that Business Associate maintains a designated record set on behalf of Covered Entity,Business
Aesodate agrees to pmmptymeke any amendments)to PHI that the Covered Entity nixes as necessary for convince
with 45 CFR 164.526.
(I)Business Associate agrees to make intend practices,books,and words heating to the use and disclosure of PHI
received from,or crested or received by Business Associate on behalf of,Covered Wily avak able to the Covered Entity,
or at the request of the Covered Entity to the Secretary of the U.S.Department of Health and Human Services(the
'Seostatr),within a reasonable time of such request for purposes of the Secretary damning Covered Entity's
ovnlianoe With the RPM Rules.
Q)II Business Associate Is required to male a dsdosure of intonation because of a legal requirement,it will track such
a+di&dosure and will promlptly provide information to Covered Entity that would be necessary br Covered Entity to respond
to a requestby an Individual fa an soohoommnlrg of dbdaeures ofPHI in accordance with 45 CFR 164.529
(k)Business Associate agrees that it al use or disclose only the minimal amount of PHI necessary to accomplish the
intended purpose.
(I)Business Assadateegyms b alert Covered Entity of any Sea►iity incident of which a becomes aware.
(m)To the ware Business Associate is to carry out one of Covered Entity's obligations undathe Privacy Rule,Business
Associate agrees b comply with the requirements of the HIPM Rules that apply to Covered Entity in the performance of
such obligation.
(n) Coralancewlh the Pad 2 Rat.To the extent Buskins Associate receives Pat 2 Deta from son behalf of Covered
Entity,Business Associate MI use Pat 2 Dale in enplane with the Pad 2 Rule.Further,Business Associate vat only
use Pad 2 Date for the services Business Associate performs br con beef of Covered Entity under the SaaS Agreement
and for no other purpose,unless such use is permitted by an applicable provision of the Part 2 Rule.Business Associate
shall not re-disclose POI 2 Dales to any person or entity,unless such re.dsdosure is Remitted by the Pat 2 Rule.
3. Permitted Uses and Manama by Business Associate.
(a)Except es othawiee limited in this Agreement,Buskins Associate may use or disclose PHI as requested by Covered
Entity to perform lumens,Wellies,or services for,a on behalf of,Covered Entity provided that such use or diadosure
would not violate the HIPM Rules if done by Covered Entity.
(b)Except as otherwise Smiled in this Agreement.Business Associate may disclose PHI for the proper management and
administration of the Business Associate or to carry out the legal responsibilities of the Business Associate,provided that
such disclosures we required by law,or Business Associate obtains reasonable asswa oss from to person to whom the
intonation is disclosed that it remain aonldente and used or further disclosed only as required by km or for the
purpose for nich R vise dleolosed to the person,and the person promptly nobles the Business Associated any instances
of which it is aware in which the contdentiah of the intonation has been breached.
(c)Except as otherwise ended in this Agreement,Business Associate may use PHI to provide date aggregation services
to Covered Entity as penned by 45 CFR 164.504(ex2)¢)(B).
(d)Business Associate may use PHI to report violations of law to appropriate Federal and State authorities,consistent
with 45 CFR 164.5026(1).
page 21 of 23
V Julota•
Julotae SaaS Agreement
4. OBLIGATIONS OF COVERED ENTITY
(a)Covered Entity shall nody Business Associate of any limitation(s)in Ns Notios of Privacy Practices to the extent Mai
such imitation may ailed Business Associates use or disclosure of PHI as permitted hereunder.
(b)Covered Entity shell provide Business Associate win any changes in,or revocation of,permission by any Individual
to use or dsdoae PHI,if such changes affect Business Associate's permed or required uses and*closures..
(c)Covered Entity shall notify Business Associate of any resUklion to the use or&doa re of PHI that Covered Entity
has agreed to in accordance with 45 CFR 164.52Z to the extent that such rash:don may affect Business Associate's use
or disclosure of PHI,and Business Associate shad Implement such restriction.
5. permissible R guests by Covered Bar
Except as otherwise permitted by this Agreement,Covered Entity shad not request Business Associate to use cr disclose
PHI in any marcher that would not be permissible under the HIPM Rules if done by Covered bully.
Tenn and Termination
(a)lenn.The Tenn of this Agreement sal be effective es of to Effective Date and shot continua in t force and effect
until termination as reel forth below,
(b)jam. This Agreement maybe laminated at any lime and for any reason by ether party or al such time Mat
Business Associate theses provici g services to Covered Entity.This Agreement veil be terminated aulomaticsay and
without notice upon termination or aphelion of the SaaS Agreement. In the event of termination or expiration of this
Agreement,to the extent feasible,Business Associate w8 return to Covered Entity or destroy,and,upon request provide
Covered Entity with aoopy of,all PHI reamed from Covered Entty and in the possession or control of Business Associate
or any of its Subcontractors.
(c)QuIthugsLigkagedgEldmag.Depending on the nature of Business Associate's services to Covered Entity,the
pass may mutudy agree that item dune return or deetne:Yon of the information is bseaible. Under such
circumstances,Business Associate wit extend the protections of this Agreement for as long as the information is
maintained and wdl limit tither uses and disdos res to those purposes that mane the ratio or destruction of the
information infeasible, When the intimation is no longer needed by Business Associate,the information vie be returned
a destroyed. The Business Associate's obfgelons to continue to safeguard PHI hereunder shad survive the termination
of the Agreement.My term or provision of this Agreement that,by cis nature,is mended b survive the tennnatan of this
Agreement,shell survive the termination of this Agreenerd,indudrg,without Imitation,Sections 2(c),(e),and(I),6(c)
and 7 hereof.
7.
(a)No Tfutrd Party 8eneddat►r lets. Nothing express or implied in this Agreement is Mended to give,nor shall anything
herein Owl any person other than the parties rend the respective successors or assigns of the panes,any rights,recedes,
obligations,or labidies whatsoever_
(b)goatoothihnial. A reference in this Agreement to a section n the HIPM Rules means the section as n effect
or as amended,and for which confines is required.
(c)kftligegigg.My ambiguity in this Agreement shot be resolved in favor of a meaning that permits Covered Entity to
comply with the HIPU Rules.
(d)ArgtigmagaggaglIgg. The parties chit assist and cooperate with each other as necessary for each party to
comply with the Breach Notification Ruse.Business Associate shall provide Covered Entity with such information ation as may
be required for Covered Entity b determine if an i use orrisdosure of PHI constitute a Breath with respect
to such PHI,and as Covered Entity requests to notify seeded tndviuhais of such event if so required under the Bach
Noltcation Rule. If Business Associate or any of Business Assodate's Subcontractors is responsible for the
impermeable use or disclosure of PHI,Business Associate shad provide administrative support and other related
resources as may be ably necessary to cooperate with and assist Covered Entity,as reasonably requested by
page 22 of 23
V Julota•
Jufotae SeaS Agreement
Covered Entity,to determine Metier such impermissible use or*Omura of PHI coneltules a Breech and shall
reimburse Covered Entity for MI costs androgens'reasonably incurred by Covered Entity to conduct a Breach analysis
of the underlying ewt(e)and,if Covered Entity determines that the impermissible use or diectoswe of PHI resulted in a
Breach of PHI,al confine expenses reasonably incurred by Covered Entity b carry out its obligetiona under the Breach
Notification Rule and b remerhln the underlying event(such costs end expenses may include,without'Melon,
administrative,legal and consultant expenses,expenses for postage aid supplies,end reaeonabie credit momilocing
services offered to affected individuits). Notwithstanding anything b the Contrary,Business Associate's ob gallon to
reenters'Covered Entity pursuant to this Sectron stet be in addition to,and not in tau of,any and Mother tights available
to Covered Entity hereunder,in equity and under applicable taw.
(a)Stale Law.Business Associate and Covered Entity shall aanply+wih any provision or requirement concerning privacy
or security of information under any appicable state law or repulsion that M more stringent than a similar provision or
requirement under the HIPAA Rules,the Part 2 Rule or this Agreement.
(I)Ingemoligigg.To to snot not covered by insurance,Business Associate stei indemnify.defend and hold Covered
Entity harmless from any awl et t ird party steins,lines,lopes,iabiuies,costs and other expenses,including courtoosts
and reasonable altomeya'fees and d Nursements,incurred by,threatened or levied against Covered Entity sting from.
out of or in connection with(I)any impermissible use or disclosure of PHI suffered or caused by Business Associate or
any of its SubaoMredas,andfor(i)Business Associate's breath or violation of i i obligations under be Agreement.
(g)Magna If Business Associate breeches or threatens to breech any provision hereof,Covered Entity shall be
entitled to seek any and all relief available et taw or in equity as a remedy for such breech or threatened beech,including
monetary damages,specific performance or INu nctive rate,lempony or permanent,without the necessity of posting
bond. If Covered Entity seeks Ms(pursuant to this Sidon,Covered Entity shell be entitled to recover from Business
Associate at reasonable attorneys'tees and costs incurred by Covered Entity as a rent thereof.
(h)Wm. At notices,demands and other communications to be made by either party under he Agreement('None')
shot be given in wfwg and shed be deemed to have been in given if persona lydeivered or sent by confirmed facsimile
transmission,recognized overnight courier senfoe%Mich provides a reosipl against delivery,or certified or registered mail,
postage prepaid,return receipt requested,to the other pent'at such penis addees sat Meth in the SasS Agreement or
as Orin provided bye pay in accordance herevsth. Notice stet be deemed effective,if normality delivered,when
delivered;if sent by confirmed facsimile transmission.when sent;if sent by overnight delivery,on the first business day
after being sent and if mailed in accordance herewith,at midnight on the chid business day alter such Notice is deposited
with the U.S.Postai Service.
(i)iglaiVosaget This►geement supersedes all prior or contemporaneous agreements,written,oral or electronic,
between Covered Entity and Business Asasdate with rasped to the wbjec mats hereof and contains the anent
uhdesteedirg and agreement between the Pates vritt respect to the subject mats hereof.
COVERED ENTITY: BUSINESS ASSOCIATE:
Jefferson County Sheriffs Oltoe TOUCHPHRASE DEVELOPMENT,LLC D,rBIA JULOTA
•
By By:
PM None: Print Nine:
Title: Tate:
Dated: Dated:
page 23 of 23