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HomeMy WebLinkAboutC24-285 JustFOIA, Inc AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND JUSTFOIA, INC. THIS AGREEMENT (“Agreement”) is effective as of _______________ by and between JustFOIA, Inc., a Delaware corporation (hereinafter “Contractor” or “Consultant”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, Contractor offers public records management services that assist public entities compile and distribute records responsive to Colorado Open Records Act. C.R.S., § 24-72-201, et. seq. (“CORA”) requests; and WHEREAS, County desires to obtain a license to use Contractor’s software to assist County in completing CORA requests; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to provide the Services as described in Exhibit A (“Services” or “Work”) which is attached hereto and incorporated herein by reference, which Services shall include access to Contractor’s Platform. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. In t he event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. County’s Representative. The I.T. Department’s designee shall be Contractor’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect for a period of one year. DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 6/26/2024 2 JustFOIA Agreement 4. Extension or Modification. This Agreement may be extended upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the Services in accordance with the fee schedule set forth in Exhibit A. The fee for the services provided under this Agreement shall not exceed $13,841.00. In the event of a renewal of this Agreement, compensation for that renewal term, if any, shall not exceed the sum that is equal to a five percent (5%) increase over the prior year’s compensation amount. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, and the role of the individual who performed each task. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. c. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 3 JustFOIA Agreement 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to perform the Services during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $2,000,000 per occurrence and $4,000,000 aggregate limits. iv. Professional Liability (Errors and Omissions) including Cyber Liability with prior acts coverage for all deliverables, Services and additional services required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less than $3,000,000 per claim and $3,000,000 in the aggregate. The insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (ii) Network Security Liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to your Software or Services including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, County or a third person’s computer, computer system, network or similar computer related property and the data, software and programs thereon. v. Crime Coverage shall include employee dishonesty, forgery or alteration and computer fraud. If Consultant is physically located on County premises, third party fidelity coverage extension shall apply. The policy shall include coverage for all directors, officers and employees of the Consultant. The bond or policy shall include coverage for extended theft and mysterious disappearance. The bond or policy shall not contain a condition requiring an arrest or conversion. Limits shall be a DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 4 JustFOIA Agreement minimum of $1,000,000 per loss. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit C. ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. v. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 5 JustFOIA Agreement when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Jake Klearman 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3595 E-Mail: jake.klearman@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONTRACTOR: JustFOIA, Inc. Attention: Larry Davidson 3717 Apalachee Parkway, Suite 201 Tallahassee, FL 32311 Telephone: 866-761-5301 E-Mail: ldavidson@justfoia.com 11. Termination. County or Contractor may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 6 JustFOIA Agreement 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. c. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 7 JustFOIA Agreement h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. l. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. 15. Accessibility Requirements. Contractor agrees: a. The Services either comply, or Contractor is making a good faith effort to bring the Services into compliance with all applicable state and federal disability laws and regulations, including but not limited to, the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, The Americans with Disabilities Act, C.R.S. § 24-85-101, C.R.S. § 24-85-102, and C.R.S. § 24-85-103 as those laws are amended and implemented through regulation. b. The Services either conform, or Contractor is making a good faith effort to bring the Services into conformance with, the accessibility standards outlined in WCAG 2.1 A and AA, or the most current standards published by the World Wide Web Consortium and all other accessibility standards imposed, as amended, by the Colorado Governor’s Office of Information Technology (collectively, the “Accessibility Standards”). DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 8 JustFOIA Agreement c. County reserves the right to require Contractor to submit a Voluntary Product Accessibility Template (“VPAT”) 2.5 WCAG 2.1 or later or other format specified by County. Contractor shall maintain and retain, subject to review by County, full documentation of the measures taken to ensure the Services is in compliance with the Accessibility Standards, including records of any automated, manual and user testing or simulations conducted. d. Contractor acknowledges and agrees that if the Services do not sufficiently meet the Accessibility Standards, then County may be required to terminate this Agreement. e. Contractor shall hold County harmless from and indemnify County for any claims arising out of its failure to comply with the Accessibility Standards, including but not limited to, the liabilities and penalties identified in C.R.S.§ 24-34-802. 16. Data Security. a. Definitions: i. “County Data” means all data created by or in any way originating with County and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with County and End Users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to County’s use of Contractor Services and Protected Information. ii. “End User” means the individuals (including, but not limited to employees, authorized agents, students and volunteers of County; Third Party consultants, auditors and other independent contractors performing services for County; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; customers of County provided services; and any external users collaborating with County) authorized by County to access and use the Services provided by Contractor under this Agreement. iii. “Protected Information” includes, but is not limited to, personally-identifiable information, student records, protected health information, criminal justice information or individual financial information and other data defined under C.R.S. §§ 24-72-101 et seq., and personal information that is subject to local, state or federal statute, regulatory oversight or industry standard restricting the use and disclosure of such information. The loss of such Protected Information would constitute a direct damage to the County. iv. “Security Incident” means the potentially unauthorized access by non-authorized persons to personal data or non-public data the Contractor believes could reasonably result in the use, disclosure or theft of County Data within the possession or control of the vendor. A Security Incident may or may not turn into a data breach. b. During the course of Contractor's performance of the Work, Contractor may be required to maintain, store, process or control County Data. Notwithstanding Contractor’s security information described in Exhibit B, which is attached hereto and incorporated herein, the Contractor represents and warrants that: DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 9 JustFOIA Agreement i. Contractor will take all reasonable precautions to maintain all County Data in a secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing County Data; ii. Contractor’s collection, access, use, storage, disposal and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives; iii. Contractor will notify County of any Security Incident as soon as practicable, but no later than 24 hours after Contractor becomes aware of it; iv. Contractor will provide information sufficient to satisfy County’s legal and regulatory notice obligations. Upon notice of a Security Incident, County shall have the authority to direct Contractor to provide notice to any potentially impacted individual or entity, at Contractor’s expense, and Contractor shall be liable for any resulting damages to County. v. Where Contractor has been contracted to maintain, store or process personal information on behalf of the County, it shall be deemed a “Third-Party Service Provider as defined in C.R.S. § 24-73-103(1)(i), and Contractor shall maintain security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and vi. Contractor will promptly return or destroy any County Data upon request from the County Representative. c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 10 JustFOIA Agreement IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONSULTANT JustFOIA INC. By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 General Manager Larry Davidson 11 JustFOIA Agreement EXHIBIT A SERVICES AND FEE SCHEDULE DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Order Page 1 of 11 (rev. 10/17/2023) This Order, designated as Order No. 32219 (this “Order”) is entered into as of the date of the last signature (the “Order Effective Date”), by and between JustFOIA and Client. 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 Client or JustFOIA, nor will such change be the basis for any claim for additional compensation by JustFOIA, until Client and JustFOIA have agreed in writing to such change, or to execute a new order, as appropriate. C. 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 Client 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. [remainder of page intentionally left blank] DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Order Page 2 of 11 PRICING 3717 Apalachee Parkway, Suite 201 Tallahassee, FL 32311 850.701.0725 850.564.7496 fax Bill/Ship to: Jake Klearman jake.klearman@eaglecounty.us cc AP Contact: jake.klearman@eaglecounty.us Client Name: Eagle County Quote Date: June 21, 2024 Client Address: 500 Broadway, Eagle, CO 81631 Quote Number: 32219 Subscription Period Start Date: Date of Contract Execution Quote Type: New JustFOIA System Subscription Period End Date: 12 Months from Date of Contract Execution Product Description: Qty. Unit Cost Total JustFOIA ANNUAL RECURRING SERVICES  JustFOIA Pro Plus 1 $9,835.00 $9,835.00  Single Sign-On (SSO) 1 Included Included  Any & All Document Management 1 Included Included  Unlimited Admins, Power Users & General Users 1 Included Included  Unlimited Storage 1 Included Included Site Name: Eagle County, CO Included Included URL: eaglecounty.justfoia.com Included Included JustFOIA SUPPLEMENTAL SUPPORT SUBSCRIPTION  JustFOIA Administration Assistance 1 $1,386.00 $1,386.00 Up to 10 hours of JustFOIA staff time to be used post-implementation for training, consultation, configuration or adjustments to workflows. Hours expire when subscription period ends. 1 SUBTOTAL - RECURRING ANNUAL SERVICES $11,221.00 Service Description: Qty. Unit Cost Total JustFOIA SERVICE PACKAGES  Pro Implementation 1 Included Included  Configuration of 1 Request Form 1 Included Included 1. Eagle County Records Requests  Additional Department Onboarding 1 $2,250.00 $2,250.00 DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Order Page 3 of 11 (rev. 3/2/2023) 1. DHS Child Protective Services Records Requests  Single Sign-On Configuration 1 Included Included  Any & All Document Management Configuration 1 Included Included  Dynamic Fields Configuration (up to 10/package) 1 $370.00 $370.00 SUBTOTAL - ONE-TIME SERVICES $2,620.00 YEAR 1 ORDER COST $13,841.00 This is NOT an invoice. Please use this confirmation to initiate your purchasing process. RECURRING SERVICES Client 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 Client 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 Client is not exempt and/or has not communicated its tax status to JustFOIA. 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 Client 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 Client pays the renewal invoice in full (including any applicable reinstatement fees); orIf Client is a city, county, or other government entity the following applies: If Client’s governing body fails to appropriate sufficient funds to make payments due and to become due during Client’s next fiscal period, Client may, subject to the terms herein, terminate the Order as of the last day of the fiscal period for which appropriations were received (each an “Event of Non-appropriation”). Client agrees to deliver notice of an Event of Non-appropriation to JustFOIA at least 30 days prior to the end of Client’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, Client agrees to compensate JustFOIA for services rendered prior to such Event of Non-appropriation. DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Order Page 4 of 11 (rev. 3/2/2023) BILLING TERMS BILLING JustFOIA will invoice Client as follows: Product/Service Description Timing of Billing Recurring Services  Initial Sale: Upon providing Client online access to the Solution.  Annual Renewal: 75 days in advance of expiration date. One-Time Services Upon delivery completion and Client acceptance. JustFOIA shall not send any invoices, nor claim payment, for any fees or expenses incurred by JustFOIA until both parties authorize this Order. PAYMENT Client 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. DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Order Page 5 of 11 (rev. 3/2/2023) TECHNICAL & SUPPLEMENTAL SUPPORT To support your journey, it’s important to have a plan should issues or needs arise. Technical Support JustFOIA Technical Support is provided for all clients through the online support center, by email (support@JustFOIA.com), or by telephone (800-342-2633), during business hours of 8 a.m. to 8 p.m. Eastern Time. Technical Support covers Solution break/fix support, version updates, and continued educational resources including the Training center for JustFOIA. Administration Assistance JustFOIA’s supplemental support package, Administration Assistance, covers ongoing consultation, training, and configuration services. You receive a 10% discount off JustFOIA’s Support Technician hourly rate when purchasing in advance this block of hours, which will expire on the same date as the Subscription Period End Date. With JustFOIA Administration Assistance, our stellar support team can be available for the following: ENHANCED KNOWLEDGE You’ll have access to our team of more knowledgeable support technicians. ADDITIONAL TRAINING Additional web-based training is conducted to train new users or as refresher training for existing users. SYSTEM CONSULTATION JustFOIA offers best practices consultation that includes recommendations for adding additional departments, statuses, email templates, etc. CONFIGURATION SERVICES Configuration services for request form(s), associated workflow(s), email templates, dynamic form fields, and more. MAINTENANCE SERVICES For clients with a DirectRoute Workflow, we will make minor adjustments such as changes in the routing individual to maintain your DirectRoute Workflow. DESCRIPTION OF SUPPORT LEVELS* Technical Support Administration Assistance  Easy access to JustFOIA’s team of support technicians for break/fix support issues (i.e. error codes, bug fixes, etc.) & basic Q&A support  Remote access support through web meeting  Automatic product version updates, security updates, and hotfixes  Customized Training Center for JustFOIA LMS  Access to higher-level support technicians with enhanced knowledge  Additional Web-Based Training for New/Existing Users  Annual System Review (upon Client request)  Additional System Settings Consultation  Assistance with updating Public Portal components  Configuration of dynamic form fields  Creation of new forms/updating of existing forms  Configuration of workflow settings, including new and adjustments  Adjustments to user-created and/or system-generated email templates  Maintenance of DirectRoute workflows *Hours: JustFOIA allows clients to use their hours for a multitude of services, as long as a request will not start a service that cannot be completed with the hours available. The creation of DirectRoute Workflows is not included in Administration Assistance. DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Order Page 6 of 11 (rev. 3/2/2023) 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 Client shall constitute that JustFOIA has conducted its own review and believes it meets Client’s requirements. Client shall then have the right to conduct its own review of the Deliverable as Client deems necessary. If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client shall have five (5) business days after JustFOIA’s submission to give written notice to JustFOIA specifying the deficiencies in reasonable detail. JustFOIA 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 Client 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 Client 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 Client within five (5) business days from request.  Client 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 JustFOIA on retraining, reeducating, or changes in direction.  Client will ensure that all Client’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 Client 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 CLIENT TASKS & DELIVERABLES  Provide a visual flow chart and/or narrative of current records request process(es) and requirements  Attend all scheduled implementation sessions and respond promptly to requests for information  Complete necessary configuration assignments in a timely manner, including but not limited to: o Create General User and Viewer accounts and respective departments o Create user-created email templates  Conduct internal end-user (General User) trainings  Perform user acceptance testing  Complete JustFOIA Training Center trainings and certification  Configure Deflection/Dynamic Fields, unless Dynamic Fields Configuration Package is quoted JustFOIA TASKS & DELIVERABLES  Deploy site in in the Microsoft Azure Government Cloud  Set up Client with Training Center accounts  Conduct Pre-Implementation Session (1 hour) to collect necessary configuration data and outline expectations  Lead Implementation Launch Session (1 hour) to identify implementation milestones and introduce Client to public facing JustFOIA site and request form(s) DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Order Page 7 of 11 (rev. 3/2/2023)  Establish and configure initial Administrator and Power User security credentials and respective departments  Personalize Public Portal with Client branding  Configure number of request forms defined in Order and necessary request statuses and workflow task lists  Complete initial configuration of observed holidays  Complete initial configuration of system email templates  Conduct two (2) Remote System Trainings (1.5 hours and 1 hour respectively); recordings made available in Training Center  Conduct one (1) Remote Workflow Training (1 hour per form process); recording made available in Training Center  Provide training support and resources to Administrator and Power User Team for end-user trainings  Provide technical support through user testing before going live  Assist with transition to Client Success and Support Teams  Provide Go-Live Marketing Press Kit ADDITIONAL DEPARTMENT ONBOARDING CLIENT TASKS & DELIVERABLES  Provide a visual flow chart and/or narrative of current records request process and requirements  Attend all scheduled implementation sessions and respond promptly to requests for information  Complete necessary configuration assignments in a timely manner  Perform user acceptance testing JustFOIA TASKS & DELIVERABLES  Conduct Pre-Implementation Session (1 hour) to collect necessary configuration data and outline expectations  Conduct Implementation Launch Session (1 hour) to identify implementation milestones and introduce Client to public-facing JustFOIA site and request form(s)  Establish and configure initial Administrator and Power User security credentials and respective departments  Configure one (1) request form and necessary request statuses and workflow task lists  Provide technical support through user testing before going live  Conduct one (1) Remote System Training for form Administrator and Power Users (1 hour); recording made available in Training Center  Conduct one (1) Remote Workflow Training (1 hour); recording made available in Training Center ANY & ALL DOCUMENT MANAGEMENT CONFIGURATION CLIENT TASKS & DELIVERABLES  Attend remote Document Management training and respond promptly to requests for information JustFOIA TASKS & DELIVERABLES  Configure and implement Any & All Document Management module  Conduct one (1) remote Document Management training session (30 minutes); recording uploaded to Training Center SINGLE SIGN-ON (SSO) CONFIGURATION CLIENT TASKS & DELIVERABLES  Review Single Sign-on Guide  Follow the Single Sign-on Guide and best practices documentation for your Identity Provider of choice  Choose a protocol to connect with (e.g.: SAML, Open ID Connect)  Attend an Integration Call with JustFOIA to walk through any outstanding setup and Q&A, within the scope of JustFOIA responsibilities  Work with JustFOIA to determine what pieces of information will be needed  Participate in testing JustFOIA TASKS & DELIVERABLES  Conduct requirements gathering DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Order Page 8 of 11 (rev. 3/2/2023)  Configure JustFOIA SSO:  Deliver any relevant documentation for connection type to the client  Integration call with Client to walk through any outstanding setup and Q&A, within the scope of JustFOIA responsibilities  Information gathered by client is provided to JustFOIA  Enterprise Connection is created and established in the JustFOIA system  Client tests the connection to validate it is configured and working correctly  Complete testing DYNAMIC FIELDS CONFIGURATION CLIENT TASKS & DELIVERABLES  Provide a list of desired dynamic form field(s), keywords and/or external links JustFOIA TASKS & DELIVERABLES  Conduct requirements gathering (not to exceed 1 hour)  Configure and implement up to 10 dynamic form fields (not to exceed 1 hour)  Complete testing DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Order Page 9 of 11 (rev. 3/2/2023) 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. 1. WARRANTIES & DISCLAIMERS JUSTFOIA DOES NOT PROMISE THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CLIENT PRIVACY, CLIENT DATA, CONFIDENTIAL INFORMATION, AND PROPERTY. (a) 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 Client, provided that if Client or a user uploads a file containing Malicious Code into the Solution Client shall be liable for the same; and (iv) to JustFOIA’s knowledge, Client’s use of the Solution in strict compliance with the Order shall not infringe or violate the intellectual property rights of any third-party. The warranties herein are void to the extent of any Client 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 result of (i) the Solution not being used in accordance with the Order, (ii) the Solution being modified or altered by or on behalf of Client 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. (b) Client Warranties Client warrants that JustFOIA’s use of Client data and/or any other item provided by Client, in accordance with the Order, will not infringe or violate the intellectual property or other rights of any third-party. Client 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. 2. LICENSED SOFTWARE AND SERVICES During the term of the Order and any applicable addenda, JustFOIA grants to Client and Client 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 Client are reserved by JustFOIA. 3. CLIENT RESPONSIBILITIES Files and other content that JustFOIA may provide to Client may be protected by intellectual property rights of others. Client will not copy, upload, download, or share files unless Client has the right to do so. Client, not JustFOIA, will be fully responsible and liable for what is copied, shared, uploaded, downloaded, or otherwise used while using the Solution. Client will not upload malware or any other malicious software to the Solution. Client 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. 4. ACCEPTABLE USE POLICY Client agrees that it will not misuse or attempt to misuse the Solution, and that the Solution will only be used in a manner consistent with the Order. Client may only upload public and non-confidential data to the Solution. Client acknowledges and agrees that all use of the Solution hosted on the Azure Government Cloud is subject to the Microsoft terms and conditions surrounding the same. JustFOIA’s obligations and liability and Client’s 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. 5. INFORMATION & PRIVACY By using the Solution, Client will be providing JustFOIA with information. Client retains full ownership of its information, and JustFOIA does not assert ownership. These Assumptions, Terms & Conditions do not grant JustFOIA any rights to Client’s information or intellectual property except for the limited rights that are needed to run the Solution, as explained below. JustFOIA may need Client’s permission to handle its information as directed and required for the functioning of the Solution. An example is hosting files or sharing them. Client hereby grants a license to JustFOIA to use and process such information solely to the extent necessary to fulfill JustFOIA’s obligations. This license also extends to trusted third parties JustFOIA works with to do the same. Client is solely responsible for its conduct, the content of its files, and its communications with others while using the Solution. For example, it is Client’s responsibility to ensure that it has the rights or permission needed to comply with these Assumptions, Terms & Conditions. 6. 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 Client’s information only for purposes of performing these tasks on JustFOIA’s behalf and under obligations similar to those in JustFOIA’s privacy policy. The parties acknowledge that in the course of the relationship between Client 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 Client 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, clients, 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) years thereafter. 7. 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. Client shall retain a non-exclusive, royalty-free, DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Order Page 10 of 11 (rev. 6/26/2024) world-wide, perpetual license to use the outputs generated by Solution and stored external to Solution by Client during the Subscription Period. Except for the license grants hereunder, as between Client and JustFOIA, Client retains all rights to Client data and information. 8. ACCOUNT SECURITY Client is responsible for safeguarding the passwords that are used to access the Solution and agrees not to disclose passwords to any third-party. Client is responsible for any activity using its account, whether or not it authorized that activity. Client will immediately notify JustFOIA of any unauthorized use of Client’s account. Client acknowledges that if it wishes to protect its transmission of data or files to the Solution, it is Client’s responsibility to use a secure network to communicate with the Solution. 9. DATA RETENTION & ACCESS JustFOIA will retain Client’s information for as long as its account is active or as needed to provide the Solution. If Client wishes to cancel its account or request that JustFOIA no longer use Client’s information to provide the Solution, Client may request that JustFOIA delete its account. JustFOIA may retain and use Client’s information as necessary to comply with legal obligations, resolve disputes, and enforce mutual agreements. Consistent with these requirements, JustFOIA will try to delete Client’s information quickly upon request. Please note, however, that there might be latency in deleting information from JustFOIA servers and backed- up versions might exist after deletion. In addition, JustFOIA does not delete Client information from its server’s files that Client has in common with other users. Client understands and agrees that once the Client instance of the Solution is decommissioned, JustFOIA may not be able to provide Client a copy of the data included therein. Client agrees that it will back up all Client information that it requires. JustFOIA may decommission any environment after 45 days of Client not maintaining an active subscription to the applicable environment, including without limitation, as a result of non-renewal and/or non-payment. 10. NON-JUSTFOIA APPLICATIONS AND PROVIDERS The Solution may contain links to third-party websites or resources. JustFOIA does not endorse and is not responsible or liable for third-party websites, including, without limitation, availability, accuracy, the related content, products, or services. Client is solely responsible for its use of any such websites or resources. (a) Acquisition of Non-JustFOIA Products and Services JustFOIA or third parties may from time to time make available to Client third-party products or services, including but not limited to non-JustFOIA 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 Client of such non-JustFOIA products or services, and any exchange of data between Client and any non-JustFOIA provider, is solely between Client and the applicable non-JustFOIA provider. JustFOIA does not warrant or support products or services not provided by JustFOIA, whether or not they are designated by JustFOIA as “Certified” (as that term is defined below) or otherwise, except as specified in the Order and/or applicable addenda. No purchase of non- JustFOIA products or services is required to use the Solution except a supported computing device, operating system, web browser and Internet connection, all of which Client is solely responsible for providing in accordance with the specifications that may be provided by JustFOIA from time to time. For purposes of the Order, “Certified” shall describe applications and other products developed and sold by third parties that JustFOIA has verified interoperate with the Solution. (b) Non-JustFOIA Applications and Client information If Client installs or enables non-JustFOIA applications for use with the Solution, Client acknowledges that JustFOIA may allow providers of those non-JustFOIA applications to access Client information as required for the interoperation of such non-JustFOIA applications with the Solution. JustFOIA shall not be responsible for any disclosure, modification or deletion of Client information resulting from any such access by non-JustFOIA application and/or providers. The Solution shall allow Client to restrict such access by restricting users from installing or enabling such non-JustFOIA applications for use with the Solution. JustFOIA is not responsible for, and Client agrees to hold JustFOIA harmless from any third-party claims or liability owed to third parties resulting from any unauthorized use or disclosure or any damage or loss of Client information as a result of use of non-JustFOIA applications or access to Client information by non-JustFOIA application and/or providers. (c) Integration with Non-JustFOIA Services The Solution may contain features designed to interoperate with non-JustFOIA applications (e.g., Laserfiche, Adobe, Authorize .net, or PayPal applications). To use such features, Client may be required to obtain access to such non- JustFOIA applications from their providers. If the provider of any such non- JustFOIA application ceases to make the non-JustFOIA application available for interoperation with the corresponding Solution features on reasonable terms, JustFOIA may cease providing such features without entitling Client to any refund, credit, or other compensation, unless the provider of such non- JustFOIA application provides for a refund of such fees. 11. INDEMNIFICATION & LIMITATION OF LIABILITY (a) General Indemnification JustFOIA shall indemnify, defend, and hold the Client 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 JustFOIA and related to bodily injury or tangible property damage arising out of JustFOIA’s performance within the scope of its responsibilities under the Order. (b) Intellectual Property Indemnification JustFOIA shall defend, indemnify, and hold Client harmless against loss, damage or costs (including reasonable attorneys' fees) in connection with third-party claims, demands, suits, or proceedings against the Customer ("Claims") to the extent caused by JustFOIA, alleging that the use of the Solution, as provided to Client under the applicable Order hereto and used in accordance with the Order and relevant documentation, infringes any third- party’s intellectual property rights perfected in the United States. Notwithstanding the foregoing, JustFOIA shall not be required to indemnify Client to the extent the alleged infringement: (x) is based on information or requirements furnished by Client, (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 Client is enjoined from using the Solution, or JustFOIA reasonably believes that Client will be so enjoined, JustFOIA shall have the right, at its sole option, to obtain for Client 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 JustFOIA, then the Order and/or applicable addendum may be terminated at either party’s option, and JustFOIA’s sole liability shall be subject to the limitation of liability provided in this Section. (c) Limitation of Liability Except for a breach of intellectual property rights, a third party’s end user and/or terms of use agreement, and to the extent caused by the applicable Party: (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) OR LOSS OF RECORDS OR DATA, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO SUCH PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY SUCH PARTY, AND WHETHER IN AN ACTION BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE; AND (ii) EXCEPT FOR A PARTY’S PAYMENT OBLIGATIONS OR FOR ANY CLAIM COVERED BY the General Indemnification or Intellectual Property Indemnification sections of this Order, 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 CLIENT’S USE OF ANY SUCH SERVICES, DELIVERABLES, AND/OR SOLUTION, SHALL IN NO CASE EXCEED $150,000.00. FOR CLAIMS COVERED BY the General Indemnification or Intellectual Property Indemnification sections of this Order, JUSTFOIA’S MAXIMUM LIABILITY IS CAPPED AT THE LEVEL OF INSURANCE REQUIRED BY THE AGREEMENT. THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL AGREEMENTS BETWEEN THE PARTIES, DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Order Page 11 of 11 (rev. 6/26/2024) REGARDLESS OF WHETHER EXECUTED PRIOR TO OR SUBSEQUENT TO THIS AGREEMENT. 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 Client for Solution reflect these limitations. 12. INSURANCE During the term of this Order, JustFOIA 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 Client’s request, will name Client as an additional insured under the Comprehensive General Liability policy. JustFOIA represents that Client 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. 13. GOVERNMENT PROVISIONS The provisions below are applicable only if Client 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 shall 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 List To the extent required by law, JustFOIA agrees to immediately report to Client if a JustFOIA employee or contractor is listed by a federal agency as debarred, excluded or otherwise ineligible for participation in federally funded health care programs. (d) Boycotts JustFOIA is not engaged in and will not engage in a boycott prohibited under United States and/or applicable State laws. (e) E-Verify JustFOIA uses E-Verify to verify the work authorization of all newly hired employees. 14. 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, riot, 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, Client will have the right to audit JustFOIA’s records to verify that JustFOIA’s invoicing to Client is correct. In addition, should any of Client’s regulators legally require access to audit JustFOIA records, JustFOIA will, to the extent legally required by such regulators, provide access for the same. All results of such audits shall be JustFOIA Confidential Information. Client 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 all 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 JustFOIA may use the name of Client, 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 Client 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 JustFOIA’s relationship to the Client 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. (g) 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@justfoia.com DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 12 JustFOIA Agreement EXHIBIT B CONTRACTOR’S DATA SECURITY INFORMATION DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Proposal Page 9 of 17 (rev. 1/11/2024) WORLD-CLASS, STANDARD SECURITY & COMPLIANCE JustFOIA is committed to providing a secure platform for our clients that meets or exceeds industry standards. JustFOIA’s SOC 2 Type 2 certification, as defined by the American Institute of Certified Public Accountants (AICPA) demonstrates that an external auditing firm has verified the implementation of strict information security and risk management policies and procedures. JustFOIA’s CIO is CISSP cer tified. All JustFOIA client sites are deployed exclusively on the Azure Government Cloud, which was built upon the foundational principles of security, privacy and control, compliance, and transparency. JustFOIA is also the only TX-RAMP Certified records request management cloud product. SOC 2 COMPLIANCE The official SOC 2 audit report provides a thorough review of processes relating to risk management, including: ▪ Internal Controls ▪ Access Management Policies ▪ Subservice Due Diligence ▪ IT Infrastructure ▪ Software Development Lifecycle ▪ Change Management Procedures ▪ Logical Security ▪ Network Security ▪ Physical Security ▪ Environmental Security ▪ Computer Operations ▪ Business Continuity ▪ Disaster Recovery Plans ▪ Acceptable Use Policies ▪ Corporate Ethics MICROSOFT AZURE GOVERNMENT CLOUD Microsoft Azure Government Cloud is FedRAMP Authorized at Level High and designed to handle data subject to certain government regulations and requirements, such as NIST800.171 (DIB), ITAR, IRS 1075, DoD L4, and CJIS. Azure Government uses physically isolated datacenters and networks (located in U.S. only). ENCRYPTED DATA The Solution is a web-based application, and all HTTP communications are secured in transit by TLS 1.2 (aka HTTPS). Your data is encrypted at rest transparently using 256-bit AES encryption, one of the strongest block ciphers available, and is FIPS 140-2 compliant. WEB APPLICATION FIREWALL Azure Web Application Firewall (WAF) provides protection of your web applications from common exploits and vulnerabilities. SQL injection and cross-site scripting are among the most common attacks. WAF on Application Gateway is based on Core Rule Set (CRS) 3.1, 3.0, or 2.2.9 from the Open Web Application Security Project (OWASP). With no additional configuration required, the WAF automatically updates to protect against new vulnerabilities. LAYER 7 LOAD BALANCING & NETWORK SECURITY GROUPS Load Balancing distributes traffic across multiple servers to improve availability and performance. Azure Application Gateway serves as a web traffic load balancer that directs traffic to web applications. While traditional load balancers operate at the transport layer (OSI layer 4), Azure Application Gateway makes routing decisions based on additional attributes of an HTTP request, such as URI path or host headers. Application layer (OSI layer 7) load balancing gives the JustFOIA team greater control in managing the Solution’s infrastructure. As a second layer of protection, Network Security Groups applied will only allow traffic that is explicitly defined as allowed. MONITORING & PERFORMANCE ANALYSIS Our monitoring and alerting systems notify our Network Operations Center (NOC) of any issues with availability or performance. Our engineers are available 24/7 to address any cloud infrastructure issues. P2S = POINT TO SITE VPN Support & administrative personnel access the Solution’s backend infrastructure via secure VPN connections only. DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Proposal Page 10 of 17 (rev. 1/11/2024) UPDATE MANAGEMENT Updates for Windows Server OS and SQL Server are managed through Azure Automation Update Management, deploying critical and security updates monthly and classification updates quarterly. AZURE BACKUP & SITE RECOVERY SERVICES Azure Backup services provides independent and isolated backups to guard against accidental destruction of original data. Backups are encrypted and stored in a Recovery Services Vault with built -in management of recovery points. The Solution’s Disaster Recovery is built upon Azure Site Recovery (ASR), a native disaster recovery as a service that replicates all Virtual Machine disks (OS and Data for all web, application, and database servers) from the Azure Region hosting your production environment to a geographically disparate Azure Region. Replicas are kept up to date within five (5) minutes. ONGOING SECURITY INNOVATION As you can see, we take numerous measures to secure your data. While we're confident in our technology, we recognize that no system can guarantee data security with 100% certainty. For that reason, we will continue to innovate, maintain state of the art security measures, and thoroughly investigate any reported security issues concerning JustFOIA's services or software. 508/ADA COMPLIANCE As part of our ongoing commitment to providing the easiest-to-use records requests software, we are dedicated to providing a web application that is accessible to the widest possible audience, regardless of technology or ability. As such, we strive to remove barriers that might prevent a person with disabilities from using our products by adhering to the Revised Section 508 Standards published by the United States Access Board. The WCAG level of compliance is approved by the ADA for websites and provides recommendations for making content accessible. JustFOIA’s citizen-facing pages perform at a Level AA (or level two) conformance to these guidelines, including: ▪ Text Equivalents: Alternative text for appropriate images and other non-text elements ▪ Full Keyboard Access: Built so that it can be accessed using a keyboard ▪ Site Consistency: Feature and functions perform the same way every time ▪ Site Structure: Appropriate headings, lists, paragraphs, style sheets, and other format features to enable easy use with assistive technology ▪ Links: Descriptive link titles, unless the link text already fully describes the target JustFOIA routinely completes a Voluntary Product Accessibility Template (VPAT) and engages with external consultants certified by the International Association of Accessibility Professionals to ensure our Solution conforms with required standards. Our VPAT Report allows us to provide the data needed for your procurement team to verify that the JustFOIA Solution complies with Section 508 technical requirements. DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Proposal Page 11 of 17 (rev. 1/11/2024) CLIENT JOURNEY TO EMPOWERMENT We’re going to walk with you hand-in-hand throughout your JustFOIA Client Journey, actively supporting and guiding your team as they interact and engage with the Solution – thus, empowering your team to manage the system post- implementation. This journey is not viewed as a one-time transaction but as an ongoing partnership, where we remain committed to client success and satisfaction at every stage. DELIVERY TEAM Once you have selected your “destination” of JustFOIA, our Delivery Team will guide you through four phases of implementation, ensuring a smooth path to Go-Live: Phase 1: Pre-Implementation We think it’s important that we get to know each other first – building upon the knowledge gained during the decision- making process to configure the Solution to your specific needs. Your Project Coordinator will gather configuration data and outline expectations for the upcoming implementation phases. During our “Implementation Launch Session,” your assigned Project Coordinator will discuss training, confirm the timeline and key milestone dates, and introduce you to the public-facing side of your JustFOIA site and request form(s). Phase 2: System Training & Configuration This phase will consist of two remote, live “System Training Sessions” for Administrators and Power Users, focusing on the practical application of the Solution through a hands-on experience submitting and working with mock requests to create a deep practical understanding of requests and administration settings. Clients are introduced to form configurations, retention options, redaction capabilities, communication tools , and more. Phase 3: Request Training, Processing & Testing Administrators and Power Users will be guided through the designed request form workflow, creating a collaborative, problem solving experience that results in a more intimate understanding of the process. As Administrators and Power Users become experts in the Solution, the JustFOIA Delivery Team will collaborate with you to assist in onboarding general users. With numerous resources to onboard and introduce your staff to the Solution including custom training outlines, workflow maps, and guides for long-term reference, JustFOIA empowers you to create an internal training program while reinforcing your own knowledgebase. Following training, a designated testing window reinforces training principles while preparing to launch the JustFOIA Solution to the public. Your assigned Project Coordinator will be on stand-by to make necessary system modifications. Phase 4: Launching JustFOIA Now, the moment we’ve been waiting for – it’s time to Go-Live with JustFOIA! The Delivery Team is invested in your success and will be with you every step of the way. We will remove test data from your JustFOIA site and provide a press kit to spread the word about your efforts to promote transparency. High-level priority is given to inquiries and adjustments during our Hypercare Check-in Service period until you are transitioned to your long-term Client Success and Technical Support Teams. CLIENT SUCCESS Once you have launched JustFOIA to the public, your journey is only just beginning. Every JustFOIA client is assigned a dedicated Client Success Specialist to ensure they are getting the most out of their investment. Your Client Success Specialist can consult with you to recommend best practices and solutions to common records request issues. We invite clients to participate in periodic user webinars, training opportunities, user communities, and focus groups. Regardless of user type, there is something for everyone. In addition to ensuring your satisfaction with JustFOIA, your Client Success Specialist will recommend resources found in the Training Center for JustFOIA, our complimentary learning management system w ith unlimited, on-demand access to hundreds of help videos and product documentation. DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Proposal Page 12 of 17 (rev. 1/11/2024) TECHNICAL & SUPPLEMENTAL SUPPORT To support your journey, it’s important to have a plan should issues or needs arise. Technical Support JustFOIA Technical Support is provided for all clients through the online support center, by email (support@JustFOIA.com), or by telephone (800-342-2633), during business hours of 8 a.m. to 8 p.m. Eastern Time. Technical Support covers Solution break/fix support, version updates, and continued educational resources including the Training center for JustFOIA. Administration Assistance Want an enhanced level of support? JustFOIA offers a supplemental support package, Administration Assistance, to cover ongoing consultation, training, and configuration services and is strongly encouraged to be included with every renewal. You’ll receive a 10% discount off JustFOIA’s Support Technician hourly rate when purchasing in advance this block of hours, which will expire on the same date as the Subscription Period End Date. With JustFOIA Administration Assistance, our stellar support team can be available for the following: ENHANCED KNOWLEDGE You’ll have access to our team of more knowledgeable support technicians. ADDITIONAL TRAINING Additional web-based training is conducted to train new users or as refresher training for existing users. SYSTEM CONSULTATION JustFOIA offers best practices consultation that includes recommendations for adding additional departments, statuses, email templates, etc. CONFIGURATION SERVICES Configuration services for request form(s), associated workflow(s), email templates, dynamic form fields, and more. MAINTENANCE SERVICES For clients with a DirectRoute Workflow, we will make minor adjustments such as changes in the routing individual to maintain your DirectRoute Workflow. DESCRIPTION OF SUPPORT LEVELS* Technical Support Administration Assistance ▪ Easy access to JustFOIA’s team of support technicians for break/fix support issues (i.e., error codes, bug fixes, etc.) & basic Q&A support ▪ Remote access support through web meeting ▪ Automatic product version updates, security updates, and hotfixes ▪ Customized Training Center for JustFOIA LMS ▪ Access to higher-level support technicians with enhanced knowledge ▪ Additional Web-Based Training for New/Existing Users ▪ Annual System Review (upon Client request) ▪ Additional System Settings Consultation ▪ Assistance with updating Public Portal components ▪ Configuration of dynamic form fields ▪ Creation of new forms/updating of existing forms ▪ Configuration of workflow settings, including new and adjustments ▪ Adjustments to user-created and/or system-generated email templates ▪ Maintenance of DirectRoute workflows *Hours: JustFOIA allows clients to use their hours for a multitude of services, as long as a request will not start a service that cannot be completed with the hours available. The creation of DirectRoute Workflows is not included in Administration Assistance. DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Proposal Page 13 of 17 (rev. 1/11/2024) SERVICE PACKAGES PRO IMPLEMENTATION CLIENT TASKS & DELIVERABLES ▪ Provide a visual flow chart and/or narrative of current records request process(es) and requirements ▪ Attend all scheduled implementation sessions and respond promptly to requests for information ▪ Complete necessary configuration assignments in a timely manner, including but not limited to: ▪ Create General User and Viewer accounts and respective departments ▪ Create user-created email templates ▪ Conduct internal end-user (General User) trainings ▪ Perform user acceptance testing ▪ Complete JustFOIA Training Center trainings and certification ▪ Configure Deflection/Dynamic Fields, unless Dynamic Fields Configuration Package is quoted JustFOIA TASKS & DELIVERABLES ▪ Deploy site in in the Microsoft Azure Government Cloud ▪ Set up Client with Training Center accounts ▪ Conduct Pre-Implementation Session (1 hour) to collect necessary configuration data and outline expectations ▪ Lead Implementation Launch Session (1 hour) to identify implementation milestones and introduce Client to public facing JustFOIA site and request form(s) ▪ Establish and configure initial Administrator and Power User security credentials and respective departments ▪ Personalize Public Portal with Client branding ▪ Configure number of request forms defined in Order and necessary request statuses and workflow task lists ▪ Complete initial configuration of observed holidays ▪ Complete initial configuration of system email templates ▪ Conduct two (2) Remote System Trainings (1.5 hours and 1 hour respectively); recordings made available in Training Center ▪ Conduct one (1) Remote Workflow Training (1 hour per form process); recording made available in Training Center ▪ Provide training support and resources to Administrator and Power User Team for end-user trainings ▪ Provide technical support through user testing before going live ▪ Assist with transition to Client Success and Support Teams ▪ Provide Go-Live Marketing Press Kit ADDITIONAL REQUEST FORM CONFIGURATION CLIENT TASKS & DELIVERABLES ▪ Provide a visual flow chart and/or narrative of desired records request process(es) and request form requirements JustFOIA TASKS & DELIVERABLES ▪ Conduct requirements gathering ▪ Configure and implement desired form and necessary request statuses and workflow task lists ▪ Complete testing EXCEPTIONS ▪ Creation of DirectRoute Workflows ANY & ALL DOCUMENT MANAGEMENT CONFIGURATION CLIENT TASKS & DELIVERABLES ▪ Attend remote Document Management training and respond promptly to requests for information JustFOIA TASKS & DELIVERABLES ▪ Configure and implement Any & All Document Management module DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Proposal Page 14 of 17 (rev. 1/11/2024) ▪ Conduct one (1) remote Document Management training session (30 minutes); recording uploaded to Training Center SINGLE SIGN-ON (SSO) CONFIGURATION CLIENT TASKS & DELIVERABLES ▪ Review Single Sign-on Guide ▪ Follow the Single Sign-on Guide and best practices documentation for your Identity Provider of choice ▪ Choose a protocol to connect with (e.g.: SAML, Open ID Connect) ▪ Attend an Integration Call with JustFOIA to walk through any outstanding setup and Q&A, within the scope of JustFOIA responsibilities ▪ Work with JustFOIA to determine what pieces of information will be needed ▪ Participate in testing JustFOIA TASKS & DELIVERABLES ▪ Conduct requirements gathering ▪ Configure JustFOIA SSO: ▪ Deliver any relevant documentation for connection type to the client ▪ Integration call with Client to walk through any outstanding setup and Q&A, within the scope of JustFOIA responsibilities ▪ Information gathered by client is provided to JustFOIA ▪ Enterprise Connection is created and established in the JustFOIA system ▪ Client tests the connection to validate it is configured and working correctly ▪ Complete testing DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Proposal Page 15 of 17 (rev. 1/11/2024) DEFINITIONS To determine which modules are applicable, please refer to the Pricing section. Your specific implementation may not include all modules described below. REDACTION MODULE Our powerful in-App Redaction Module allows you to upload and redact documents automatically with one click or manually remove sensitive data. Features include text search, pattern matching, proximity search, redact selected text and/or full page(s). Easily apply exemption codes to cite redaction reasons. Once applied, redacted areas are burnt into the document and cannot be recovered or removed so only the redacted version can be released. There is no per-user fee, so any permitted user can redact a document. JUSTFOIA TRAINING CENTER The JustFOIA Training Center is a robust Learning Management System that offers remote learning, ongoing training and certification. This complimentary subscription provides an easy solution new user and refresher training. Benefits include: ▪ 24/7 access to on-demand JustFOIA training videos, certification courses and other resources ▪ Reduction in training time and expenses ▪ Catered learning for all skill levels from Basic Users to System Administrators ▪ Unlimited access for Client’s entire organization ▪ Reduction in internal support and increased user productivity ▪ Increased efficiency through improved internal usage/adoption of JustFOIA ▪ Customized with fully indexed, recorded training sessions ADVANCED REPORTING The Advanced Reporting module will allow Client to select data points to create custom reports and includes the following: ▪ User-selectable data points ▪ User-defined date ranges ▪ Saving created reports ▪ Ability to export data SINGLE SIGN-ON (SSO) The JustFOIA authentication system enables Single Sign-On (“SSO”) integration by allowing connection to one of many supported identity providers. This allows users to login to JustFOIA via trusted connections established with their IT infrastructure (e.g., Azure Active Directory login) instead of using username and password authentication within JustFOIA. This feature eliminates the need for users to maintain two sets of credentials, is easier for Client’s IT organization to maintain security protocols and gives Client better control over managing user access. The following types of enterprise connections can be made: ▪ Azure Active Directory ▪ ADFS ▪ Open ID Connect ▪ PingFederate ▪ Active Directory ▪ Google Workspace (formerly G Suite, formerly Google Apps) ▪ SAML ▪ Duo PAYMENT PORTAL JustFOIA integrates with Authorize.net, PayPal, NIC, and NCR/JetPay to collect payments from requestors online. These third-party payment processors handle all monetary transactions and sensitive credit card data. The requestor enters the request number/security key to see any fees that they owe. If they owe fees, they can pay through a secure Authorize.net, PayPal, NIC, or NCR/JetPay site. Once they pay, users are able to make the request documents available for immediate release. DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 | Proposal Page 16 of 17 (rev. 1/11/2024) LASERFICHE INTEGRATION Our exclusive Laserfiche integration is a seamless bridge, allowing your organization to leverage Laserfiche to fulfill records requests more quickly and efficiently. From inside the JustFOIA Solution, users can securely connect to their Laserfiche repository to search and browse for responsive documents, sending selected documents to a specific request in the same file format as they are in the repository. As part of your Laserfiche Integration, you can export custom system reports directly into your Laserfiche repository, as well as all parts of a request including communications, response documents, invoices, and a full timeline history of activity on the request. This integration requires each user to have a full Laserfiche license. Please see the Laserfiche Integration User & Configuration Guide. ANY & ALL DOCUMENT MANAGEMENT For clients who receive requests for “Any and All” communications, the effort to determine the responsive documents can be overwhelming. Built for clients who need to work with a large number of files, JustFOIA’s Any & All Document Management tool helps simplify and speed up this process with a variety of features, including: ▪ Extract .PST files (emails and attachments) ▪ Bulk redact and sort all files with one-click ▪ Detect duplicate emails ▪ Combine files into one PDF ▪ Create custom folders and review documents in the document viewer DIRECTROUTE WORKFLOWS DirectRoute Workflows enhance your organization’s efficiency by automating the initial routing of requests. This empowers requestors to pinpoint the exact department responsible for receiving and addressing their submission. This leads to a significant reduction in processing time, a streamlined user experience, and assurance that requests are routed accurately. Like JustFOIA’s standard workflow capabilities, DirectRoute Workflows can include due dates, reminders, escalations, approvals and trigger the dispatch of system and customized emails . DYNAMIC FORM FIELDS For clients looking for a more advanced form experience, Dynamic Form Fields provide a way to create highly interactive and user-centric request forms. These fields adapt the form’s behavior to requestor input and predefined conditions, specifically enhance the requestor experience. Dynamic Form Fields can be especially valuable in complex forms where all fields are not relevant to every requestor. The use of Dynamic Form Fields ensures all data necessary to process a request is collected at the initial sub mission. A JustFOIA Dynamic Form Field is defined as a single form field (Dropdown, Checkbox, Text Area, Test Input, Date or Label) that becomes visible and/or required based on form selections or requestor input. SANDBOX For clients that prefer to test proposed changes before making updates to their live system, JustFOIA offers a Sandbox environment. JustFOIA will provide a sandbox/testing environment based on a snapshot of the configuration and database on the day requests begin being processed via the JustFOIA Public Portal. An update can be requested at any time, for an additional cost. INSTANCE For agencies that prefer to have multiple instances of JustFOIA, there are options available. Ideal for shared services environments with centralized IT administration and billing needs, an additional instance can be used for an additional agency, division or even a sandbox environment. An additional instance includes : ▪ Per-instance administration interface ▪ Same add-ons as initial system ▪ A separate, unique URL ▪ Unique set of system email templates ▪ Independent branding and separate Public Portal ▪ Independent reporting ▪ A different SSO domain and/or payment account DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 13 JustFOIA Agreement EXHIBIT C INSURANCE CERTIFICATES DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712 DocuSign Envelope ID: 33916515-D45C-4E38-8656-2A19838C9712