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HomeMy WebLinkAboutAgreements/Contracts - Sheriff & JailGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Grant County Sheriff REQUEST SUBMITTED BY: fan Durand SATE: 03/29/2024 PHONE: ext. 2238 CONTACT PERSON ATTENDING ROUNDTABLE: Chief Deputy Coats CONFIDENTIAL INFORMATION: DYES ®NO ®Agreement / Contract ❑ Bids / RFPs / Quotes Award ❑Computer Related ❑ Facilities Related ❑ Invoices / Purchase Orders ❑ Minutes ❑ Policies ❑ Recommendation ❑Tax Levies ----------- ❑AP Vouchers ❑ Bid Opening Scheduled El County Code ❑ Financial ❑ Grants — Fed/State/County ❑ Ordinances F1 Proclamations ❑ Professional Sery/Consultant ❑Thank You's ❑Appointment / Reappointment ❑ABPA Related ❑ Boards / Committees ❑ Budget ❑ Emergency Purchase ❑ Employee Rel. ❑Funds E] Hearing ❑ Leases ❑ MOA / MOU ❑ Out of State Travel ❑ Petty Cash ❑ Request for Purchase ❑ Resolution []Support Letter []Surplus Req.. ❑Tax Title Property ❑WSLCB Requesting BOCC signature approval to an acquire additional q module for our LEFTA Systems training application used to document new employee train' Ing and progress (FTO process) for new records personnel. The cost is $500.00 to build the module and then $1500.00 annually. DATE OF ACTION: APPROVE: DENIED ABSTAIN D1: D2: D3: DEFERRED OR CONTINUED TO: K24-118 -'tea s y4 International Business Information Technologies, Inc. d.b.a. g LEFTA Systems 10950-60 San Jose Blvd., Suite 101 Jacksonville, FL 32223 (800) 405-3109 — Toll Free Agreement No.: 0202524-WAGCSO-01 us fo _ Agency: Grant County Sheriff's Office Address: 35 C Street Northwest Date: Valid Until: 02/05/24 05/04/24 City: Ephrata State: WA Zip; 98823 Account Bryan Selzer Manager: Attn: Lieutenant Dan Durand Payment Net 30 Term: Q ,D e s cr i Le ,s Pa 1 t Annual LEFTA — FTO Software (Records) subscription for up to 140 users 140 Annual er user license f p fee $1,500 $1,500 1 Onetime customp fee $ per Included Included 1 Hosting on Microsoft Azure Government for up to 10 GB of storage. $500 $500 Unlim. Unlimited virtual live training sessions for administrators Included Included Included Included TOTAL: $2,000 Approved 04/2023 1 This TERMS and CONDITIONS AGREEMENT ("Agreement") is made and entered into as of the effective date shown in the agreement, by and between Client and International Business Information Technologies, Inc., a Florida corporation doing business as LEFTA Systems ("LEFTA Systems"). 1. Subscription of Software; Grant of Limited, Non -Exclusive License. LEFTA Systems y terns agrees during the Term of this Agreement to provide Client services and grants to Client a nonexclusive, nontransferable, right and license to use, execute and display the software programs as described in the agreement, in object code an 1 d source code form, and the associated users' information and other documentation made available- on-line by LEFTA Systems. The employees, agents, and contractors of Client may use the Software sole) for Client's y t s internal purposes (and not for the benefit of any third party) in accordance with the terms of this Agreement. 1.1. License Restrictions. 1.1.1. Except for the limited license rights specifically granted to Clientursuan p t to this Agreement, LEFTA Systems owns and shall retain all rights, title, and interests in and to the Software, including all derivatives thereof. For the avoidance of doubt, pursuant to this Agreement, Client t shall not cause or permit the disclosure, renting, leasing, sublicensing, loaning or selling, dissemination on or other distribution of the Software by any means or in any form to anyone outside of the Client organization in a manner or for a purpose inconsistent with this Agreement, and shall not permit or allow an P to use the Software via a timesharing, bureau Y Person g ,application service provider, or similar arrangement. 1.1.2. Client shall not, and shall not permit others to, copy, alter, translate decom pile, decipher, disassemble, reverse engineer, or reverse assemble the Software or any components thereof, or attempt to permit p do any of the foregoing. Client shall not p mit any Person to take any action to reverse engineer, reverse compile, or otherwise attempt to derive source code from any object code co of the copy Software. 1.2. Price; Payment; Additional Services. Client shall pay LEFTA Systems, the Y fees set forth in the signed agreement. An invoice is issued and paid net 30 -days from the due date listed on the invoice. All fees paid to LEFTA Systems are fully earned and non-refundable. Client shall be solelyresponsible f p or the payment of all sales and use taxes assessed by any governmental authority with transactions respect to the p coons contemplated by this Agreement. LEFTA Systems will assess an annual fee that will include a cost of living or consumer price index increase not to exceed 5 percent. Customer development projects require a 50 J q percent downpayment prior to commencement of work and remaining 50 percent due upon acceptance by Client. 1.3. Billing Cycle. Regardless of the actual commencement date, the annual invoi ce(s) will be prorated to either the 1St or the 15th of the month to match LEFTA Systems billing cycles. 1.4. Late Fees: All invoices shall be paid upon receipt from the date on the invoice. If payment isnot received within 30 -days, it is considered past due. The agency will be assessed a 1.5% increase over the invoiced amount to be processed as a late fee. 2 Approved 04/2023 Terms and Conditions. Term of Agreement. The initial term shall be 24 months commencing on the date of the Agreement signed A g g and shall automatically renew for successive 12 -month periods unless this Agreement is terminated pursuant to the provisions p p visions of Section 1.5. 1.5. Termination of Agreement. 1.5.1. Either party may prevent the renewal of this Agreement by providing written notice of nonrenewal at least 90 days prior to the expiration of the then -current initial or renewal Term. 1.5.2. Either party may terminate this Agreement at any time if the other party breaches this Agreement and, if such breach is capable of being cured, fails to cure such breach within 30 days after receiving writ Y g ten notice from the non -breaching party describing such breach in reasonable detail. 1.5.3. Fees Nonrefundable upon Cancellation. If prior to the expiration of the Term Client terminates the Agreement any amount paid by Client to LEFTA Systems under this Agreement is nonrefundable. All fees for the initial term are still required to be paid. 1.5.4. Upon Request by Client at any time upon termination of this agreement LEFTA Systems y shall promptly return to Client all or any part of the Client Data in the format in which LEFTA Systems routinely stores such data and erase or destroy all or any part of the Client Data in LEFTA Systemsossession in each ch case to the extent so requested by Client. 2. Confidentiality. During the performance of services and Client's use of the Software under this Agreement it may be necessary for a party to provide the other with certain information considered to bero rietar p p y or confidential by the disclosing party. Each party shall protect the other's confidential information with the same degree of care normally used to protect its own similar confidential information, but in no event less than that degree g of care that a prudent businessperson would use to protect such information. For the avoidance of doubt, Client shall not share, show, or display LEFTA Systems software features with other vendors that may have e similar software. The obligations of each party to protect confidential information received from the other party shall not apply to Public Records laws within Client's authority and information that is official) known Y or becomes officially known through no act or failure to act on the part of the recipient. Therovisions of Section coon 2 shall survive the termination of this Agreement for any reason. 3. Indemnification. Client shall indemnify, defend and hold harmless LEFTA Systems and its Y affiliates and their respective officers, directors, managers, equity owners, employees, agents and representativescollective) ( y, the "Indemnified Parties") from and against all losses, damages, liabilities, claims, actions causes of action, demands, lawsuits, proceedings, inquiries, investigations, judgments, interest, awards,enalties fines costs p and expenses (including, without limitation, court costs and reasonable attorneys' fees and expenses, at trial and nd on appeal) incurred or sustained by, or imposed upon, the Indemnified Parties based upon, arisingout of or in connection ection with the use of the Software by Client, Client's affiliates, or any of their respective officers directors., employees, agents or representatives. 3 Approved 04/2023 4. Miscellaneous. 4.1. Entire. Agreement; Amendment. This Agreement contains the entire agreement between the e parties with respect to the subject matter hereof, supersedes all prior agreements or understandings, whether written or oral, between the parties with respect to the subject matter hereof, and may not be amended modified, odified, altered, or supplemented except by a written agreement signed by both parties. 4.2. Technical Support. Annual license fee includes unlimited technical support with a built-in support upport request function within each software application, a direct email support option and access to a toll-free telephone number to reach support. Hours of Operation: Monday — Friday (excluding holidays) 8:00 AM EST — 8:00 PM EST Phone Number: (800) 405-3109 Option 1 Email Address: support oc leftasystems_ org 4.2.1. Security incidents should be reported immediately via email at securit a@leftas stems.or . 4.2.2. All application updates and/or bug fixes are included. 4.3. Hosting and Data. The annual license fee includes Client's software application hosted on Microsoftpp Azure Government servers. Client shall be entitled to the amount of data listed on the agreement without additional charge. Client is responsible to monitor their data amount. Additional storage fees shall be billed g to and payable by Client for any overages. Additional data can be purchased for $200 per additional 10 GB or $2,000 per additional 1 terabyte (TB). Listed fees are billed annually. 4.3.1. LEFTA Systems is only responsible for storing and keeping Client data safe. LEFTA Systems y ms will retain all Client data until this agreement has been cancelled in writing. Upon cancellation of the agreement, the client has seven (7) days to either request in writing a copy of the Client's database from LEFTA Systems or download any data within LEFTA Systems' applications. All client data will be purged after the 30 -day waiting period. 4.4. Implementation and Training. Client is responsible for identifying a Project Manager within their J g ear own agency who is responsible for managing the implementation process and timeline within their own agency. LEFTA Systems assigns a dedicated resource to complete the application configuration and trainingwithin 13 -weeks -we eks beginning after the initial project kick-off meeting. After the kick-off meeting, the client will receive a login to the onboarding site which must be 100 % completed and submitted to LEFTA Systems within four (4 )weeks of the kick-off meeting. Once received, LEFTA Systems will configure purchased application(s) and train the chest within the remaining nine (9) weeks. Client may prioritize applications they wish to im lement first• ho p f Wever, this does not change the allotted resource allocation time of 13 -weeks. If client past delays the established tableshed timeframe or chooses to postpone the completion of individual applications during the initial submission, n, an additional fee of $500 per application will be charged to customize them later. 4.5. Cancellations or Rescheduling. We understand that unforeseen circumstances may arise,. se, requiring adjustments to scheduled meetings. To ensure effective communication and efficient use of time we kindly request a minimum of 48 hours' notice for any cancellations or rescheduling of meetings. Failure top rovide timely notice may result in difficulties in accommodating your request and may impact the overall efficiency Y p 4 Approved 04/2023 of our collaborative efforts. Please note that repeated cancellations or rescheduling on short notice may be subject to delayed implementation and additional fees250 ($ per occurrence.) We appreciateour understanding and cooperation in adhering to this policy, as it allows usto y Y o better serve the needs of our clients. 4.6. Custom Projects and Services. N/A Accepted and Agreed By: LEFTA Systems Agency Name: { Signature: Signature: PRINT Name: Bryan Selzer,-� PRINT Name: Title: CEO Date: 02/05/24 Title: unair Date: --I ALL CONTENT CONTAINED IN THIS AGREEMENT IS STRICTLY CONFIDENTIAL Approved 04/2023 5