2020/12/16 Council Agenda Packet

Julota® Julota® SaaS Agreement information are consistent with industry privacy, security standards and all applicable legal requirements. Customer must obtain the necessary authorizations and its privacy policy must include the following disclosures and terms sufficient to allow for (i) the collection and processing of data from Help Seekers, including any Personal Data from a Help Seeker; (ii) Julota's processing of Health Seeker data; (iii) the use of Personal Data belonging to Help Seekers as contemplated in the provision of the Services and in the applicable SOW; (iv) the maintenance and retention of Personal Data after assistance is rendered by Customer to a Help Seeker; (v) the processing and sharing of Personal Data and other data of Help Seekers with other organizations utilizing the Hosted Services and by Care Teams; and (vi) the sharing and utilizing of each Help Seeker's Personal Data and the aggregate data derived therefrom by Julota. Customer shall be solely responsible for obtaining and maintaining documentation of any and all legally required written permissions, consents or authorizations from Help Seekers before a Help Seeker's Personal Data is provided to Julota or placed on the Platform. Any and all information provided by Customer to Julota via the Hosted Services or any other Services relating to any Help Seeker's permissions, consents or authorizations shall be accurate and valid. Customer shall notify Julota, on a form provided and/or approved by Julota of any restrictions on the use or disclosure of a Help Seeker's Personal Data that Customer is required to abide by to the extent that such restriction may affect Julota's use or disclosure of that Help Seeker's Personal Data. Customer shall notify Julota of any changes in, or revocation of, the permission authorization or consent by a Help Seeker for Customer to disclose such Help Seeker's Personal Data on the Platform Notwithstanding the foregoing revocation or change in authorization, Julota may retain copies of that data in read only format in order to comply with its statutory or regulatory requirements or to defend against a claim or complaint. 8. FEES AND TAXES. 8.1 Snohomish County Snohomish County has agreed to pay the Fees (defined below) for the Services set forth in each SOW signed by Snohomish County. For each SOW that Snohomish County has executed, Snohomish County will be referred to as "Customer" in Sections 8 2-8.5. For each SOW entered into that is not executed by Snohomish County, The Agreement and applicable SOW supersede inconsistent terms in this Section 8 as to Snohomish County only. Customer will be solely liable for payment of the Fees 8.2 Fees. Customer agrees to pay Julota the fees set forth on the applicable SOW for the Services in accordance with the fees charges, and billing terms set forth in this SaaS Agreement (collectively, "Fees"). All Fees are quoted in United States currency. Except as otherwise provided in this SaaS Agreement, Fees are non-refundable. 8.3 Additional Charges Customer shall pay travel and living expenses and other out-of-pocket expenses reasonably incurred by Julota in connection with the Services. As applicable, such out-of-pocket expenses shall be incurred in accordance with Julota's then -current corporate travel and expense policy If an out-of-pocket expense is listed in an Exhibit, such expense may be changed to reflect changes issued by the applicable vendor. All expenses incurred by Julota for which it seeks reimbursement from Customer must be preapproved in writing by Customer. 8.4 Payments. Unless stated otherwise on the applicable SOW, all Fees are due and payable by Customer within forty- five (45) days after the invoice date. Any payment not received from Customer by the due date shall accrue (except with respect to charges then under reasonable and good faith dispute) at the lower of one and a half percent (1 %) of the outstanding balance per month (being 12% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid. Customer shall also pay all sums expended (including, without limitation, reasonable legal fees) in collecting overdue payments. 8.5 Taxes. All fees set forth in this SaaS Agreement are exclusive of all taxes and similar fees. Customer shall be responsible for and shall pay in full all sales, use, excise or similar governmental taxes imposed by any federal, state, or local governmental entity upon the fees charged the Customer under this SaaS Agreement, exclusive, however, of taxes based on Julota's income, which taxes shall be paid by Julota. If any taxes for which Customer is responsible hereunder are paid by Julota, Customer will promptly reimburse Julota upon Customer's receipt of proof of payment. 9 TERM. This SaaS Agreement commences on the Effective Date and shall continue for one year, unless earlier terminated in accordance with this SaaS Agreement. Following the initial Term, this SaaS Agreement shall renew for successive twelve (12)-month periods unless either party provides written termination notice 60 days prior to the end of the Term. 10. TERMINATION. 10.1 Breach. Except as otherwise provided in this Section 10, either party shall have the right to terminate this SaaS Agreement or the applicable SOW upon written notice if the other party has breached a material term of this SaaS Agreement or the applicable SOW and has not cured such breach within thirty (30) days of receipt of notice from the non - breaching party specifying the breach. 10 2 Insolvency Either party shall have the right to terminate this SaaS Agreement if (i) the other party has a receiver appointed for it or its property; (ii) any proceedings are commenced by the other party under a Chapter 7 bankruptcy; or (iii) the other party is liquidated or dissolved. 10.3 Failure to Pay/Customer Conduct Julota shall have the right to suspend or terminate access to the Services, at its sole option, with or without notice to Customer, if (i) any payment is delinquent by more than sixty (60) days or (ii) if Customer breaches Sections 3.2 5 or 7 of this SaaS Agreement, or (iii) Snohomish County informs Julota that it no longer intends on making payments and Customer fails to page 4 of 16