HomeMy WebLinkAboutAgreements/Contracts - AuditorsI GRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by,12:00pm on Thursday)
REQUESTING DEPARTMENT:Auditor
REQUEST SUBMITTED BY:Michele Jaderlund
CONTACT PERSON ATTENDING ROUNDTABLEMIChele JaderiUnC�
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DATE: 12/14/2:023
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K23-285
JUST APPRAISED
SAAB SERVICES AGREEMENT
This SaaS Services Agreement ("Agreement") is entered into effective as of January 1, 2024 (the "Effective Date") between Just
Appraised Inc., with a place of business at 2261 Market Street #4074, San Francisco CA, 94114 ("CompaaZ ), and the undersigned
Customer ("Customer").
BACKGROUND
A. Company provides one or more software -as -a -service applications designed to facilitate document processing (collectively,
the "Platform").
B. Company also provides support and maintenance services related to its platform, and may offer consulting, implementation
and other professional services.
C. Customer wishes to utilize the Platform and related services as provided herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the
Parties hereto agree as follows:
1. PLATFORM ACCESS
1.1 Subject to the terms and conditions of this Agreement,
Company hereby grants Customer and its Users a non-exclusive,
non -transferable (except for permitted assignments under Section
9) right, during the Term (as defined below), to access and use
the Platform solely for Customer's internal business purposes in
accordance with the applicable Order Form. As used herein,
"fir" means an employee, representative, consultant, contractor
or agent of Customer who is authorized to use the Platform and
has been supplied a user identification and password by
Customer (or by Company at Customer's request).
1.2 As used herein, "Order Form" means a quote, order
form in substantially the form attached as Exhibit A, or other
ordering document detailing the Customer's access to the
Platform and any associated fees therefor and any
transaction -specific terms and conditions. Upon mutual
execution (or, in the case of quotes, confirmation and placement
of the order by Customer), Order Form(s) will be governed by
the terms and conditions hereof and are deemed incorporated
herein by this reference. If the parties agree, an Order Form may
be used in connection with, or in lieu of, an SOW (as defined
below).
1.3 As part of the registration process, Customer will
identify an administrative user name and password for
Customer's Company account. Company reserves the right to
refuse registration of, or cancel passwords it deems
inappropriate. Customer may only allow that number of Users as
is specified in the applicable Order Forms(s) to use the Platform
at any one time. Customer acknowledges that Company may
include in its Platform functionality to track the number of active
Users and to disallow use by more than the authorized number of
Users. Customer is responsible for all activities that occur under
Customer's User accounts. Customer shall use commercially
reasonable efforts to prevent unauthorized access to, or use of,
the Platform, and shall promptly notify Company of any known
unauthorized use. Customer will ensure that (a) all Users given
access to the Platform have the right to access the information
and Customer Data made accessible to them by Customer
through the Platform and (b) any User granting Company access
to any Customer Data has the right and authority to grant such
access.
2. SUPPORT AND PROFESSIONAL SERVICES
2.1 Subject to the terms hereof, Company will provide
Customer with reasonable technical support services in
accordance with the Company's standard practice.
2.2 In connection with Customer's use of the Platform,
Company and Customer may agree in an Order Form and/or a
separate mutually executed Statement of Work (an "S_") upon
training, implementation, consulting or other professional
services to be performed by Company (collectively the
"Professional Services"). Customer agrees to provide Company
with any required Customer materials needed for Company to
perform the Professional Services, and hereby grants Company a
royalty -free, non-exclusive, worldwide license to use such
materials for the sole purpose of enabling Company to perform
the Professional Services. Company will use commercially
reasonable efforts to meet any schedules set forth in an SOW or
Order Form, and Customer agrees to cooperate in good faith to
allow Company to achieve completion of such Professional
Services in a timely and professional manner. If achievement of
any particular milestone is dependent upon performance of tasks
by Customer or by a third party outside of Company's control,
any projected dates for accomplishing such milestones will be
approximately adjusted to reflect any changes in such tasks.
Company retains all right, title and interest in and to (i) anything
it uses or develops in connection with performing Professional
Services for Customer, including, among other things, software,
tools, specifications, ideas, concepts, inventions, processes,
techniques, and know-how and (ii) anything it delivers to
Customer during the course of performing Professional Services
(collectively, "Deliverables") ((i) and (ii) being collectively
referred to herein as the "Professional Services IP"), unless
otherwise specified in the applicable Order Form or SOW.
Company hereby grants to Customer, and its Users, a
non-exclusive, non -transferable (except for permitted
assignments under Section 9), worldwide, royalty -free,
limited -term license to use the Deliverables during the Term
solely in conjunction with Customer's use of the Platform.
Customer may not copy, modify, or otherwise create derivative
works of any Deliverables without Company's prior written
consent in each case.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1 Customer and its Users will not, directly or indirectly,
(i) reverse engineer, decompile, disassemble or otherwise attempt
to discover the source code, object code or underlying structure,
ideas, know-how or algorithms relevant to the Platform or any
software, documentation or data related to the Platform
("Software"); (ii) modify, copy, translate, or create derivative
works based on the Platform or any Software (except to the
extent expressly permitted by Company or authorized within the
Platform); (iii) rent, lease, lend, sell, sublicense, assign,
distribute, publish, transfer, or otherwise make the Platform
available to any third party, except for Users; (iv) use the
Platform to send spam or unsolicited messages, collect data
regarding others without their consent, transmit unlawful,
immoral, libelous, tortuous, infringing, defamatory, threatening,
vulgar or obscene material or material harmful to minors,
transmit viruses or other harmful computer code; (v) attempt to
interfere with or disrupt the performance of the Platform or the
data contained therein; (vi) attempt to gain unauthorized access
to the Platform or networks related to the Platform; (vii)
interfere with another's use of the Platform; (viii) create "links"
to or from the Platform, or "frame" or "mirror" any of
Company's content; (ix) use the Platform in any manner or for
any purpose that is unlawful under applicable laws; (x) access
the Platform to build a competitive service, reproduce features of
the Platform, or resell the Platform; or (xi) remove any
proprietary notices or labels from the Company IP (as defined
below).
3.2 Further, Customer may not remove or export from the
United States or allow the export or re-export of the Platform,
Software or anything related thereto, or any direct product
thereof in, violation of any restrictions, laws or regulations of the
United States Department of Commerce, the United States
Department of Treasury Office of Foreign Assets Control, or any
other United States or foreign agency or authority. As defined in
FAR section 2.101, the Software and documentation are
"commercial items" and according to DFAR section
252.2277014(a)(1) and (5) are. deemed to be "commercial
computer software" and "commercial computer software
documentation." Consistent with DFAR section 227.7202 and
FAR section 12.212, any use modification, reproduction, release,
performance, display, or disclosure of such commercial software
or commercial software documentation by the U.S. Government
will be governed solely by the terms of this Agreement and will
be prohibited except to the extent expressly permitted by the
terms of this Agreement
3.3 Customer represents, covenants, and warrants that
Customer will use the Platform only in compliance with
Company's standard published policies then in effect (the
"Policy ') and all applicable laws and regulations. Customer
hereby agrees to indemnify and hold harmless Company against
any damages, losses, liabilities, settlements and expenses
(including without limitation costs and attorneys' fees) in
connection with any claim or action that arises from an alleged
violation of the foregoing or otherwise from Customer's use of
Platform. Although Company has no obligation to monitor
Customer's use of the Platform, Company may do so and may
prohibit any use of the Platform it believes may be (or alleged to
be) in violation of the foregoing.
3.4 Customer shall be responsible for obtaining and
maintaining any equipment and ancillary services needed to
connect to, access or otherwise use the Platform, including,
without limitation, modems, hardware, servers, software,
operating systems, networking, web servers and the like
(collectively, "Equipment"). Customer shall also be responsible
for maintaining the security of the Equipment, Customer
account, passwords (including but not limited to administrative
and user passwords) and files, and for all uses of Customer
account or the Equipment with or without Customer's knowledge
or consent.
4. CONFIDENTIALITY; PROPRIETARY RIGHTS
4.1 Each party (the "Receiving Party,') understands that the
other party (the "Disclosing Party') has disclosed or may
disclose business, technical or financial information relating to
the Disclosing Party's business (hereinafter referred to as
"Proprietary Information" of the Disclosing Party). The
Receiving Party agrees: (i) to take reasonable precautions to
protect such Proprietary Information, and (ii) not to use (except
in performance of the Platform or as otherwise permitted herein)
or divulge to any third person any such Proprietary Information.
The Disclosing Party agrees that the foregoing shall not apply
with respect to any information after five (5) years following the
disclosure thereof or any information that the Receiving Party
can document (a) is or becomes generally available to the public,
or (b) was in its possession or known by it prior to receipt from
the Disclosing Party, or (c) was rightfully disclosed to it without
restriction by a third party, or (d) was independently developed
without use of any Proprietary Information of the Disclosing
Party or (e) is required to be disclosed by law.
4.2 During the Term, Customer will provide, or otherwise
make available, to Company the Customer Data. As used herein,
"Customer Data" means all data and other information that is
provided to Company through Customer's use of the Platform or
is otherwise made available to Company by Customer (or at the
direction of Customer). Customer Data may be provided or made
available to Company directly by Customer or indirectly by
authorizing Customer's third -party vendors to provide such
Customer Data to Company. Customer hereby grants to
Company a non-exclusive, non -transferable, non-sublicenseable,
royalty -free, paid-up, revocable, perpetual license to use, copy,
execute, reproduce, display, perform, disclose, distribute and
prepare derivative works of the Customer Data for the purposes
of (i) providing the Platform and Professional Services to
Customer, and (ii) to improve and develop the Platform,
Professional Services and Company's other products and
services. Customer represents and warrants that it has all
necessary rights, consents, approvals and authorizations to
collect, process, disclose, license, use and give Company access
to the Customer Data as contemplated by this Agreement.
4.3 Company shall own and retain all right, title and interest
in and to (a) the Platform and Software, all improvements,
enhancements, derivative works, or modifications thereto, (b) all
Professional Services IP, (c) any data that is based on or derived
from the Customer Data (including derivative works of the
Customer Data), and (d) all intellectual property rights related to
any of the foregoing (collectively, the "Company IP").
4.4 Notwithstanding anything to the contrary, the Company
shall have the right to collect and analyze data and other
information relating to the provision, use and performance of
various aspects of the Platform and Professional Services
rendered to Customer and related systems and technologies
(including, Customer Data and data derived therefrom), and
Company will be free (during and after the Term as applicable)
to use and disclose such information and data (a) to improve and
enhance the Platform, and (b) for other development,
improvement, diagnostic and corrective purposes in connection
with providing the Platform and other Company offerings to
Customer and to third parties.
4.5 During the Term, Customer may provide Company with
feedback concerning the Platform and/or Professional Services,
or Customer may provide Company with other comments and
suggestions for new products, features, or improvements
(collectively, a "). Customer acknowledges that
Company will own all right, title, and interest in and to the
Feedback, and Customer hereby irrevocably transfers and assigns
to Company all of its right, title and interest in such Feedback,
including all intellectual property rights therein. At Company's
request and expense, Customer agrees to execute documents or
take such further actions as Company may reasonably request to
help Company acquire, perfect, and maintain its rights in the
Feedback. All Feedback provided by Customer to Company
shall be provided on an "as is" basis with no warranty. For the
sake of clarity, Customer is not obligated to provide Company
with any Feedback under this Agreement.
5. PAYMENT OF FEES
5.1 Customer will pay Company the then applicable fees
described in the Order Form(s) and SOW(s) for the Platform and
Professional Services in accordance with the terms therein (the
"F®'). License Fees (as defined in the applicable Order Form)
will be invoiced annually promptly following the start of the
Initial Term (as defined in the applicable Order Form) and each
annual anniversary thereof, and such invoices will be paid in
accordance with Section 5.2 below. Unless an Order Form of
SOW provides otherwise, any initial Implementation Fees,
Training Fees and/or Integration Fees (collectively, "Professional
Services Fees") specified in the Order Form or an SOW will be
invoiced promptly following the Effective Date of the applicable
Order Form and/or SOW and will be paid in accordance with
Section 5.2 below. Any subsequent Professional Services Fees
will be invoiced and paid in accordance � with the applicable
Order Form and/or SOW If Customer's use of the Platform
exceeds the Service Capacity set forth on the Order Form or
otherwise requires the payment of additional fees (per the terms
of this Agreement), Customer shall be billed for such usage and
Customer agrees to pay the additional fees in the manner
provided herein. Company reserves the right to change the Fees
or applicable charges and to institute new charges and Fees at the
end of the Initial Term (as defined in the applicable Order Form)
or thencurrent Renewal Term (as defined in the applicable Order
Form), upon thirty (30) days prior notice to Customer (which
may be sent by email), provided that such increases shall not
exceed any limitations on increases specified in the Order Form.
If Customer believes that Company has billed Customer
incorrectly, Customer must contact Company no later than ninety
(90) days after the closing date on the first billing statement in
which the error or problem appeared, in order to receive an
adjustment or credit. Inquiries should be directed to Company's
customer support department.
5.2 Full payment for invoices issued in any given month
must be received by Company thirty (30) days after the mailing
date of the invoice. Unpaid amounts are subject to a finance
charge of 1.5% per month on any outstanding balance, or the
maximum permitted by law, whichever is lower, plus all
expenses of collection and may result in immediate termination
of Service. Customer shall be .responsible for all sales and use
taxes associated with Customer's use of Platform, which for
avoidance of doubt shall exclude U.S. taxes based on Company's
net income.
6. TERM AND TERMINATION
6.1 The term of this Agreement will begin on the Effective
Date and, unless terminated earlier as provided herein, will
continue in effect for so long as there is an Order Form or SOW
outstanding (the "Term"). Each Order Form (including
Customer's obligation to pay the applicable License Fees) will
automatically renew as set forth therein. Neither SOWS nor
those portions of Order Forms that Customer uses to order
Professional Services will automatically renew.
6.2 In addition to any other remedies it may have, either
party may also terminate this Agreement (or an Order Form or
SOW) with written notice (or without notice in the case of
nonpayment) if the other party materially breaches any of the
terms or conditions of this Agreement (or an Order Form or
SOW) and does not cure such breach within thirty (30) days of
receiving written notice of such breach from the other party.
Customer will pay in full for the Platform up to and including the
last day on which the Platform is provided.
6.3 Customer may terminate this Agreement for
convenience with ninety (90) days notice.
6.4 Sections 4, 5, 6.4 and 7-9 will survive expiration or
termination of this Agreement for any reason.
7. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with
prevailing industry standards to maintain the Platform in a
manner which minimizes errors and interruptions in the Platform
and shall perform the Professional Services in a professional and
workmanlike manner. The Platform may be temporarily
unavailable for scheduled maintenance or for unscheduled
emergency maintenance, either by Company or by third -party
providers, or because of other causes beyond Company's
reasonable control, but Company shall use reasonable efforts to
provide advance notice in writing or by e-mail of any scheduled
service disruption. HOWEVER, COMPANY DOES NOT
WARRANT THAT THE PLATFORM WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE
ANY WARRANTY AS TO THE RESULTS THAT MAY BE
OBTAINED FROM USE OF THE PLATFORM. EXCEPT AS
EXPRESSLY SET FORTH IN THIS SECTION, THE
PLATFORM AND PROFESSIONAL SERVICES ARE
PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND NON -INFRINGEMENT.
S. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE
CONTRARY, EXCEPT FOR BODILY INJURY OF A
PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING
BUT NOT LIMITED TO ALL EQUIPMENT AND
TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS AND EMPLOYEES
SHALL NOT BE RESPONSIBLE OR LIABLE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR
OR INTERRUPTION OF USE OR FOR LOSS OR
INACCURACY OR CORRUPTION OF DATA OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY
INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER
BEYOND COMPANY'S REASONABLE CONTROL; OR (D)
FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS
ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE
FEES PAID BY CUSTOMER TO COMPANY FOR THE
PLATFORM UNDER THIS AGREEMENT IN THE 12
MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE
LIABILITY, IN EACH CASE, WHETHER OR NOT
COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
9. MISCELLANEOUS
If any provision of this Agreement is found to be
unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that this
Agreement will otherwise remain in full force and effect and
enforceable. This Agreement is not assignable, transferable or
sublicensable by Customer except with Company's prior written
consent. Company may transfer and assign any of its rights and
obligations under this Agreement without consent. This
Agreement is the complete and exclusive statement of the mutual
understanding of the parties and supersedes and cancels all
previous written and oral agreements, communications and other
understandings relating to the sub j ect matter of this Agreement,
and that all waivers and modifications must be in a writing
signed by both parties, except as otherwise provided herein. No
agency, partnership, joint venture, or employment is created as a
result of this Agreement and Customer does not have any
authority of any kind to bind Company in any respect
whatsoever. In any action or proceeding to enforce rights under
this Agreement, the prevailing party will be entitled to recover
costs and attorneys' fees. All notices under this Agreement will
be in writing and will be deemed to have been duly given when
received, if personally delivered; when receipt is electronically
confirmed, if transmitted by facsimile or e-mail; the day after it
is sent, if sent for next day delivery by recognized overnight
delivery service; and upon receipt, if sent by certified or
registered mail, return receipt requested. This Agreement shall
be governed by the laws of the State of Washington without
regard to its conflict of laws provisions. Customer agrees to
reasonably cooperate with Company to serve as a reference
account upon request. Company shall have the right to display
Customer's name and logo on Company's website(s). In the
event of a conflict between this Agreement and any Order Form
or SOW, the Order Form or SOW will supersede. There shall be
no force or effect to any different terms of any related purchase
order or similar form even if signed by the parties after the date
hereof.
[REMAINDER OF PA GE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, authorized representatives of the undersigned have executed this Agreement
effective as of the Effective Date.
JUST APPRAISED INC.
CUSTOMER: GRANT COUNTY BOARD OF
COMMISSIONERS
By: By:
Name: Name: at7lond
Title: Title:
Just Appraised SAAB Services Agreement
Date: L �w Z�
BOARD OF COUNTY
COMMISSIONERS
GRANT COUNTY, WASHINGTON
Rob <o hair
ATTEST: Cindy Carte �, Vice-Chairj
Barbara J. Vasquez Dannytone, Member
Clerk of the Board
APPROVED AS TO FORM:
Rebekah Mllkaylor, WSBA #53257
Grant County Prosecutor's Office
Chief Civil Deputy Prosecuting Attorney
Date: 12-
2
3
EXHIBIT A
JUST APPRAISED
SAAB SERVICES ORDER FORM (AUTOINDEXING)
This Order Form is effective as of January 1, 2024 (the "Order Form Effective Date") and is governed by the terms
and conditions of the SaaS Services Agreement entered into by Just Appraised Inc. and the undersigned customer on
January 1, 2024 (the "A gment'). By signing this Order Form, Customer expressly agrees to be bound by the
terms of conditions of the Agreement, which are incorporated herein by reference. Capitalized terms used herein but
not defined herein shall have the meanings ascribed to them in the Agreement: If there is an inconsistency or conflict
between the terms of the Agreement and the terms of this Order Form, the terms of this Order Form shall govern.
Customer: Grant County Auditor
Contact: Michele Jaderlund
Address: 35 C St NW #201
Phone: +1509-754-2011 ext. 2733
Ephrata, WA 98823
Name:
Title:
Title: ee000"'
E -Mail: mjaderlund@grantcountywa.gov
Pilot Fee: $0.
Pilot Term: January 1, 2024 through December 31,
License Fees: $35,100 per year for the Initial Term (the
2024.
"License Fee"), to be invoiced in a single lump sum at
Initial Term: January 1, 2025 through December 31,
the beginning of Initial Term and any subsequent
2025. The Initial Term will automatically renew on an
Renewal Terms, and paid in accordance with Section
annual basis for one-year terms (each a "Renewal
5.2 of the Agreement.
Term") unless either party elects not to renew by
After the Initial Term, Company may increase the
giving the other party written notice at least sixty (60)
License Fee in accordance with Section 5.1 of the
days prior to the end of the Initial Term or then -current
Agreement, provided that any such increases shall not
Renewal Term, as applicable.
exceed 5% per annum.
Implementation Fees: $6,200
Backlog Processing Fee: $12,500 to process
approximately 244,000 backlog documents
The Implementation Fees and Backlog Processing Fee
are to be invoiced in a single lump sum on the Order
Form Effective Date and paid in accordance with
Section 5.2 of the Agreement.
Service Capacity will not exceed 25,000 documents per
year.
JUST APPRAISED INC.
CUSTOMER: GRANT COUNTY AUDITOR
By:
,arwuew�r�
By:
Name:
Name:
Title:
Title: ee000"'
Date:
Date:
EXHIBIT B
JUST APPRAISED
SAAS SERVICES STATEMENT OF WORK (AUTOINDEXING)
This Statement of Work ("Statement of Work" or "SOW") is made as of January 1, 2024 (the "SOW Effective
p e"), by and between Grant County Auditor ("Customer") and Just Appraised Inc. ("Company") pursuant to the
terms and conditions of the SaaS Services Agreement dated January 1, 2024 as amended from time to time (the
"Agreement"). This SOW shall be subject to the terms and conditions of the Agreement and is hereby incorporated
by reference into the Agreement. Capitalized terms used but not defined in this SOW have the same meanings as
provided in the Agreement. Customer and Company are sometimes referred to herein each individually as a'
and collectively as the "Parties "
Pursuant to the terms and conditions of the Agreement, and for good and valuable consideration, the adequacy and
receipt of which are acknowledged by the Parties, the Parties agree as follows:
1. GENERAL TERMS AND DEFINITIONS
•�A rol• ��. •�
Company (Just Appraised Inc.): 2261 Market Street #4074, San Francisco CA, 94114
Customer (Grant County Auditor): 35 C St NW 9201 Ephrata, WA 98823
1.2 Service Location Information. Company will perform the Professional Services remotely.
1.3 Auditor Recording and Indexing System: the main system of record used by Customer, where official
records are maintained. Auditor uses Tyler Eagle Recorder.
2. SCOPE OF SERVICES
2.1 Overview.
Company will work with Customer to provision Company's Autoindexing application via Company's Platform, in
order to facilitate document processing for Customer.
Within this Statement of Work, Company will work with Customer to:
• Understand Customer's needs and identify any customizations needed to Platform (Phase 1);
• Review customizations with Customer, conduct User Acceptance Testing, and complete the roll out of the
application (Phase 2).
2.2 Data Exchange Mechanisms.
The following ongoing data exchange mechanisms are covered under this Statement of Work:
#
Item
Agreed Upon Method
1
Recorded document image access
Customer is responsible for obtaining a database username,
Customer agrees to the above methods. Substantial changes to scope beyond what is described in this section will
require Company review and may require an amendment to this Statement of Work along with additional fees and/or
changes to implementation timeline.
2.3 Document Data Extraction
Company's Platform automates data extraction from scanned images of documents. Extracted data and flags will
include only:
Grantor Names
Legal Description (broken into
password, and IP address for Recording and Indexing System, for
Grantee Names
sub -components)
use by Company.
Consideration
With this information, Company shall set up direct exports from
Recording and Indexing System database.
2
Transfer of data for a single
Customer is responsible for obtaining a database username,
documents extricated information
password, and IP address for Recording and Indexing System, for
from Company to Customer System
use by Company.
of Record
With this information, Company shall set up direct updates to
Recording and Indexing System database.
Customer agrees to the above methods. Substantial changes to scope beyond what is described in this section will
require Company review and may require an amendment to this Statement of Work along with additional fees and/or
changes to implementation timeline.
2.3 Document Data Extraction
Company's Platform automates data extraction from scanned images of documents. Extracted data and flags will
include only:
Grantor Names
Legal Description (broken into
Related Document References
Grantee Names
sub -components)
Sale Date
Consideration
2.4 Launch Phases & Timelines.
Figure I outlines the overall path each project takes from SOW development to launch. Completion dates and
milestones in this SOW are contingent on Customer's i) timely and substantive participation in all activities
described, ii) timely provision of access to all systems and databases as requested, and iii) access to qualified,
authorized personnel who can provide all necessary guidance to Company's implementation team with respect to
workflows and requirements. Substantial changes to scope beyond what is described in this section will require
Company review and may require an amendment to this SOW along with additional fees and/or changes to
implementation timeline.
Figure I - Path to Launch
2.4.i Phase 1
Phase 1 begins on the SOW Effective Date. Key milestones include:
• Holding a kickoff meeting (attendees: Indexing Manager, Indexing User, IT Representative, Clerk's Office
Representative, Company launch team). Agenda:
o Meet key stakeholders
o Discuss objectives for Platform
o Discuss Customer systems and how Platform will integrate with Customer systems:
■ IT access: system architecture, IP addresses, permissions
■ Clerk Document and Indexing Software: Customer to provide the name of Customer's
system of record
o Discuss timeline and milestones; any gating Customer approvals. Assigning a launch window
• Holding training sessions with a generic instance of Platform (attendees: Indexing Manager, Indexing User,
Company launch team). Agenda:
o Introducing day-to-day users to a generic instance of Platform so they can learn how the Platform
works and make more informed customization decisions
• Indexing process discussion (attendees: Indexing Manager, Indexing User, Company launch team).
Agenda:
o Understand which Customer systems are involved in indexing
o Understand how documents are indexed
o Understand how documents are routed between team members, if applicable
o Understand which stakeholders are involved at each step in indexing
• Business rules conversation (attendees: Indexing Manager, Indexing User, Company launch team). Agenda:
o Understand how indexing data is handled within Customer systems (e.g. how are names
formatted: LAST FIRST vs FIRST LAST, etc.)
• Document Type Agreement
o Customer and Company will agree upon a reasonable subset of all recorded documents that
represent a majority of document volume for the roll out of Company's Platform
• Clerk System system walkthrough (attendees: indexing Manager, indexing User, IT Representative if
needed, Company launch team). Agenda:
o Understand how data is updated within Customer's recording and indexing system as indexing
data goes through Customer's existing process
o Depending on Customer recording and indexing system setup, this may require a database trace, a
detailed step-by-step examination of how changes in the recording and indexing system UI
correlate to changes in the indexing database. This will require permissions and access to be
provided by the IT Representative
Creation and Customer approval of a solutions document to conclude Phase 1 (participants: Indexing
Manager, Indexing User, IT Representative, Company launch team). The solutions document will describe:
o Customer's existing indexing process
o How Customer's indexing workflow will be automated in Platform, including detailed
descriptions of data types, fields, and configurations
o Extracted data, to include fields listed in Section 2.3
o How Platform output will be reflected in Customer's recording and indexing system database
■ Note: Updating additional systems apart from Customer's' primary recording and
indexing system is out of scope of this SOW
2.4.ii Phase 2
Phase 2 begins once Company has all IT requirements and business process requirements from Phase 1. Completion
of Phase 2 is expected within six (6) weeks. Key activities for Phase 2 include:
• External Design Review meetings (attendees: Indexing Manager, Indexing User, Company launch team).
Agenda:
o Present customizations to Platform per approved solutions document
o Gather feedback from Customer stakeholders
o Company to iterate on customizations to Platform as needed
• Conduct User Acceptance Testing (participants: Indexing Manager, Indexing User, IT Representative,
Company launch team). Activities:
o Activate Platform integration to Customer recording and indexing system
o Test Platform workflows with data from Customer recording and indexing system
o Customer to indicate final acceptance of Platform as implemented for Customer's workflow
• Launch of Platform for use with live data to conclude Phase 2
• Subsequent to Phase 2, Company will conduct:
o Review of recording and indexing database updates to confirm Platform is working per solutions
document
o Daily check-in meetings with Customer users of the Platform for 1-2 weeks after launch,
o Weekly check-in meetings with Customer users of the Platform for 4-6 weeks after that,
o Monthly check-in meetings with Customer thereafter.
2.5 Scone Limitations
The following are not included in the scope of this Statement of Work:
• Extraction, from documents, of any data fields not explicitly listed in Section 2.3 is out of scope
• Triggering actions within Customer's Recording and Indexing System system (e.g. generate mailing letters,
recalculate) is out of scope
• Updating additional systems apart from Customer's primary Recording and Indexing System is out of
scope
• Conversion to a new Indexing and Recording system (should customer require assistance, a Change Order
can be requested)
• Single Sign On Capabilities
3. TECHNICAL REQUIREMENTS
This SOW includes an integration into Customer's recording and indexing system. Company requires access to a
pre -production or "sandbox" environment for testing prior to deploying Platform in a production environment.
The following are required to successfully execute the integration:
• Read/write access to Customer's Recording and Indexing System database for both Production and Test
• Trace permissions on the CAMA database for conducting a detailed step-by-step examination of how
changes in the CAMA UI correlate to changes in the CAMA database
• IP address of database server
• Whitelisting of Company IP addresses to access Customer's Recording and Indexing System database
Please note: Platform requires connections to tools to: provide client -side analytics (e.g. user bounce rate, etc.),
monitor Platform performance (e.g. page load time, etc.), monitor errors (e.g. automatically identify specific
information about bugs, etc.), and manage logs. These tools may include externally -hosted industry -standard
services.
4. FEES AND PAYMENT
As consideration for the Professional Services provided by Company under this SOW, Customer.shall pay Company
the Implementation Fees specified in the Order Form. Such fees shall be invoiced and paid in accordance with
Section 5 of the Agreement. This price reflects an early -adopter price for Customer in exchange for being a
reference to any new potential clients.
5. SOW TERM
The term of this SOW begins on the SOW Effective Date and shall continue through December 31, 2024.
[ Signatures Appear on Following Page. ]
By signing below, the Parties acknowledge and agree to all of the terms and conditions of this SOW, including the
scope and timeframe of the work identified herein.
IN WITNESS WHEREOF, authorized persons representing each Party have executed this Statement of Work as of
the SOW Effective Date.
JUST APPRAISED INC. CUSTOMER: GRANT COUNTY AUDITOR
By:
By: �.
Name:
Name:
Title:
Title:
Date:
Date:
EXHIBIT C
JUST APPRAISED
SAAS SERVICES ORDER FORM (DEEDS)
This Order Form is effective as of January 1, 2024 (the "_Order Form Effective Date") and is governed by the terms
and conditions of the SaaS Services Agreement entered into by Just Appraised Inc. and the undersigned customer on
January 1, 2024 (the " "). By signing this Order Form, Customer expressly agrees to be bound by the
terms of conditions of the Agreement, which are incorporated herein by reference. Capitalized terms used herein but
not defined herein shall have the meanings ascribed to them in the Agreement. If there is an inconsistency or conflict _
between the terms of the Agreement and the terms of this Order Form, the terms of this Order Form shall govern.
Customer: Grant County Assessor
Contact: Melissa McKnight
Address: 35 C St NW #107
Phone: +1509-754-2011 ext. 2610
Ephrata, WA 98823
Title:
Date:
Date:
E -Mail: mrm@grantcountywa.gov
Pilot Fee: $0
Pilot Term: January 1, 2024 through December 31,
License Fees: $22,320 per year for the Initial Term (the
2024.
"License Fee"), to be invoiced in a single lump sum at
Initial Term: January 1, 2025 through December 31,
the beginning of Initial Term and any subsequent
2025. The Initial Term will automatically renew on an
Renewal Terms, and paid in accordance with Section
annual basis for one-year terms (each a "Renewal
5.2 of the Agreement.
Term") unless either party elects not to renew by giving
After the Initial Term, Company may increase the
the other party written notice at least sixty (60) days
License Fee in accordance with Section 5.1 of the
prior to the end of the Initial Term or then -current
Agreement, provided that any such increases shall not
Renewal Term, as applicable.
exceed 5% per annum.
Implementation Fees: $5,000
Implementation Fees to be invoiced in a single lump
sum on the Order Form Effective Date and paid in
accordance with Section 5.2 of the Agreement.
Service Capacity will not exceed 3,000 documents per
year.
JUST APPRAISED INC. CUSTOMER: GRANT COUNTY ASSESSOR
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
EXHIBIT D
JUST APPRAISED
SAAS SERVICES STATEMENT OF WORK (DEEDS)
This Statement of Work ("Statement of Work" or "SOW") is made as of January 1, 2024 (the "SOW Effective
Date"), by and between Grant County Assessor ("Customer") and Just Appraised Inc. ("Company") pursuant to the
terms and conditions of the SaaS Services Agreement dated January 1, 2024 as amended from time to time (the
"Agreement"). This SOW shall be subject to the terms and conditions of the Agreement and is hereby incorporated
by reference into the Agreement. Capitalized terms used but not defined in this SOW have the same meanings as
provided in the Agreement. Customer and Company are sometimes referred to herein each individually as a' 91
and collectively as the
Pursuant to the terms and conditions of the Agreement, and for good and valuable consideration, the adequacy and
receipt of which are acknowledged by the Parties, the Parties agree as follows:
1. GENERAL TERMS AND DEFINITIONS
Company (Just Appraised Inc.): 2261 Market Street #4074, San Francisco, CA 94114
Customer (Grant County Assessor): 35 C St NW #107 Ephrata, WA 98823
1.2 Service Location Information. Company will perform the Professional Services remotely.
1.3 - CAMA System: the main system of record used by Customer, where property ownership records are
maintained. Customer uses PACS from Harris Govern..
1.4 Auditor Recording and Indexing System: the main system of record used by Customer, where official
records are maintained. Auditor uses Tyler Eagle Recorder.
2. SCOPE OF SERVICES
2.1 Overview.
Company will work with Customer to provision Company's Transfer of Ownership and Sales Coding application for
Customer's Property Tax Deeds Department. Company's Platform extracts data from recorded documents and
creates a workflow that allows staff members to process the transactions more quickly.
Within this Statement of Work, Company will work with Customer to:
• Introduce and train functional users on the Platform (Phase 1)
• Satisfy all technical requirements needed to develop, configure and deploy the Platform (Phase 2)
• Understand Customer's needs and identify any customizations needed to Platform (Phase 3)
• Review customizations with Customer, conduct User Acceptance Testing, and complete the roll out of the
application (Phase 3)
2.2 Data Exchange Mechanisms.
The following ongoing data exchange mechanisms are covered under this Statement of Work:
#
Item
Agreed Upon Method
1
Recorded document image access
Customer is responsible for obtaining a database username,
Doc Stamp Amount
from the Clerk
password, and IP address for Recording and Indexing System, for
Sale Price
Page
use by Company.
All Grantee Names
Document Type
With this information, Company will set up direct exports from
One Grantee Address
Recording and Indexing System database.
2
Transfer of full parcel and
Customer is responsible for obtaining a database username,
ownership data from CAMA. System
password, and the IP address of the CAMA System server for use
to Company
by Company.
With this information, Company shall set up direct nightly exports
from CAMA System database.
3
Transfer of data for a single deed's
Customer is responsible for obtaining a database username,
transfer information from Company
password, and the IP address of the CAMA. System server for use
to CAMA System
by Company.
With this information, Company shall set up direct updates CAMA
System database.
Customer agrees to the above methods. Substantial changes to scope beyond what is described in this section will
require Company review and may require an amendment to this Statement of Work along with additional fees and/or
changes to implementation timeline.
MIT "14 F4 ONX
Company's Platform automates data extraction from scanned images of deeds documents and affidavits of heirship.
Extraction of data from scanned images of other document types (e.g. Divorce Decrees, Death Certificates, Orders,
Judgments, Probates, etc.) is out of scope of this Statement of Work, though Platform is able to classify and route
these other document types for review by Customer staff.
Extracted data and flags will include only:
Deed Fields
Parcel Match
Recorded Date
Metes/Bounds Flag
Instrument number
Sale Date
Multi -Parcel Flag
Doc Stamp Amount
Book
Joint Tenancy Flag
Sale Price
Page
Tenants in Common Flag
All Grantee Names
Document Type
Life Estate Flag
One Grantee Address
Partial Interest Flag
Secondary REETA Document Fields
Excise Number Total Purchase Price
Account/Parcel Numbers Grantee Name
Sale Date Grantee Mailing Address
2.4 Launch Phases & Timelines.
Figure 1 outlines the overall path each project takes from SOW development to launch. Completion dates and
milestones in this SOW are contingent on Customer's i) timely and substantive participation in all activities
described, ii) timely provision of access to all systems and databases as requested, and iii) access to qualified,
authorized personnel who can provide all necessary guidance to Company's implementation team with respect to
workflows and requirements. Substantial changes to scope beyond what is described in this section will require
Company review and may require an amendment to this SOW along with additional fees and/or changes to
implementation timeline.
Figure 1 - Path to Launch
2.4.i Phase I - Welcome to Just Appraised.
t
Upon signing of the SOW, a project will be created and placed in the Implementation Team's queue. Our Training
staff will reach out to establish a mutually agreeable date for the Welcome to Just Appraised meeting. This meeting
signals the beginning of the onboarding process. This phase will be complete once all training activities are satisfied.
Key milestones for the phase include:
• Welcome to Just Appraised Meeting (attendees: Deeds Manager, Deeds User, Mapping Manager, IT
Representative). Agenda:
o Meet key stakeholders
o Discuss objectives for Platform training
o Schedule training sessions
• Training sessions using a generic instance of Platform to introduce day-to-day functional users to the
Platform. Additional training covering customizations will be provided during the Launch Phase of the
proj ect.
2.4.11 Phase 2 - Kickoff Phase.
Once training and introduction to the Platform is complete in the Welcome to Just Appraised Phase, a Launch
Project Manager (LPM) is assigned to the project, the LPM will work with the Customer to establish a mutually
agreeable date for a kickoff meeting. The kickoff meeting signals the beginning of the kickoff phase. Kickoff phase
will be complete once all technical requirements are established and satisfied. Key milestones for the kickoff phase
include:
Holding a kickoff meeting (attendees: Deeds Manager, Deeds User, Mapping Manager, IT Representative,
Clerk's Office Representative, Company launch team). Agenda:
o Meet key stakeholders
o Discuss objectives for Platform
o Discuss Customer systems and how Platform will integrate with Customer systems:
■ Deeds access: the attendance of a representative from the Clerk's Office or Clerk Vendor
will greatly assist a successful launch
■ IT access: system architecture, IP addresses, permissions
■ Computer -Assisted Mass Appraisal ("CAMA") system
o Discuss timeline and milestones
Deeds process discussion and access (attendees: Deeds Manager, Deeds User, Mapping Manager, Company
launch team). Agenda:
o Review agreed upon Deed Access method (per Section 2.2)
o Understand how deeds documents are routed
o Understand which stakeholders are involved at each step in deeds processing
o Obtain access to deed images
CAMA system access
o Review agreed upon CAMA. System Access method (per Section 2.2)
o Obtain access to CAMA based on agreed upon methods
IT access requirements
o Review agreed upon IT Requirements (per Section 3)
o Obtain IT requirements
2.4.111 Phase 3 - Launch Phase.
The launch phase begins with assignment of a Solutions Engineer (SE) to the project and scheduling a discovery
meeting. The target timeline for completing the launch phase is ten (10) weeks from the completion of the initial
discovery meeting. The key activities for the launch phase include:
1. Discovery - The purpose of discovery is to fully understand the Customer's current workflow and
requirements in order to design a solution that satisfies those business requirements in the Platform. Some
of the discovery activities include:
• Customer conducting a CAMA system walkthrough with SE to understand how deeds data is
handled within Customer systems (e.g. how are names formatted).
• Business rules conversation to understand how deeds data is handled within Customer systems
(e.g. how are names formatted)
• Creation and Customer approval of a solutions document to conclude discovery. The solutions
document will describe:
o Customer's existing deeds process
o How Customer's deeds workflow will be automated in Platform, including detailed
descriptions of data types, fields, and configurations (including specific document types
to be filtered out or displayed using "Data Extract" / "No Data Extract" workflows)
■ Note: Routing and extraction are described in more depth in Section 2.3
o Extracted data and flags per Section 2.3
o How Platform output will be reflected in Customer's CAMA system database
■ Note: Limitations on what Company can update in LAMA System are specified
in Section 2.5
2. Integration Development & Configuration (ID&C) - during this step of the launch phase, all the
integrations will be developed as well as the configuration of Platform in accordance with the Customer
approved solutions document. Other activities in this step are:
• External Design Review meeting:
o Present customizations to Platform per approved solutions document
• Gather feedback from Customer stakeholders
o Company to iterate on customizations to Platform as needed
• Deed uploads into the Sandbox/Testing environment
3. Advanced User Training - Training on any customizations to the Platform made during the Launch Phase.
4. Technical Internal Testing - the purpose of technical internal testing is for the SE to ensure that the Platform
is functioning properly from a technical perspective and is in a state -of readiness for User Acceptance
Testing (UAT).
• Activate Platform integration to Customer CAMA system
• Test Platform workflows with data from Customer CAMA system
5. User Acceptance Testing (UAT) - the purpose of UAT is for the day-to-day functional users to ensure the
Platform meets their business needs as determined during discovery and documented in the solutions
document.
• Customer works through test cases provided by SE, documenting results
• Customer to indicate final acceptance of Platform as implemented for Customer's workflow
6. Go -Live - Launch of Platform for use with live data to conclude the launch phase. Subsequent to Go -Live,
Company will conduct:
• Review of CAIVIA database updates to confirm Platform is working per solutions document
• Daily check-in meetings with Customer users of the Platform for 1-2 weeks after launch
• Introduction to Support, and handoff to Customer Success Manager (CSM) if applicable
2.5 Scoj2e Limitations
The following are not included in the scope of this Statement of Work:
• Extraction of data from any document types not explicitly listed in Section 2.3 is out of scope
• Extraction, from deed documents, of any data fields not explicitly listed in Section 2.3 is out of scope
• Triggering actions within Customer's CAMA system (e.g. generate mailing letters, recalculate) is out of
scope
• Updating additional systems apart from Customer's primary CAMA system is out of scope
• Conversion to a new CAMA System (should customer require assistance, a Change Order can be
requested)
• Single Sign On Capabilities
3. TECHNICAL REQUIREMENTS
3.1 &eguirements
This SOW includes an integration into Customer's CAMA system. Company requires access to a pre -production or
"test" CAMA environment for testing prior to deploying Platform in a CAMA production environment, in addition
to access to the production CAMA environment. The following are required to successfully execute the integration:
The following are required to successfully execute the integration:
• Provisioning of virtual servers for Company to install integration services
• On -premise access to Customer's network to the provisioned virtual servers
Read/write access to Customer's CANIA database (production and test)
• IP address of database server
• Trace permissions on the LAMA database for conducting a detailed step-by-step examination of how
changes in the CAMA UI correlate to changes in the CAMA database
• Ability to connect to Just Appraised SFTP site from on -premise servers over port 22
• Ability to connect to Just Appraised API endpoints from on -premise servers over port 443
• Ability to connect to CAMA Database Server from on -premise servers
Note: Platform requires connections to tools to: provide client -side analytics (e.g. user bounce rate, etc.), monitor
Platform performance (e.g. page load time, etc.), monitor errors (e.g. automatically identify specific information
about bugs, etc.), and manage logs. These tools may include externally -hosted industry -standard services.
4. FEES AND PAYMENT
As consideration for the Professional Services provided by Company under this SOW, Customer shall pay Company
the Implementation Fees specified in the Order Form. Such fees shall be invoiced and paid in accordance with
Section 5 of the Agreement. This price reflects an early -adopter price for Customer in exchange for being a
reference to any new potential clients.
5. SOW TERM
The term of this SOW begins on the SOW Effective Date and shall continue through December 31, 2024.
[Signatures Appear on Following Page. ]
By signing below, the Parties acknowledge and agree to all of the terms and conditions of this SOW, including the
scope and timeframe of the work identified herein.
IN WITNESS WI1EREOF, authorized persons representing each Party have executed this Statement of Work as of
the SOW Effective Date.
JUST APPRAISED INC. CUSTOMER: GRANT COUNTY ASSESSOR
By:
By:
Name:
Name:
Title:
Title:
Date:
Date: