HomeMy WebLinkAbout23S347 - JustFOIACONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
JustFOIA
JustFOIA, Inc.
Cameron Philley
cphilley@justfoia.com
Addendum #2- Adding scope and additional compensation
$38,242.82 +$1,500 = $39,722.82
4 Years: 12/8/23-12/7/27
N/A
Larry Davidson: ldavidson@justfoia.com
Donny Barstow: dwb@mccinnovations.com
Information Technology
Larry Klingaman
N/A
23S347
Amendment #2
Yes
No
No
Department
-
No
Cumulative Spend = $70,583.58
4/3/2025 Rene Sanchez
Docusign Envelope ID: 18202806-D164-48A0-884E-D9FF2A005C74
55575.18100\42913029.1
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(BB&K 2024)
AMENDMENT NO. 2 TO THE AGREEMENT 23S347 (ORDER NO. 28731)
BETWEEN THE CITY PALM SPRINGS AND JUSTFOIA, INC.
1. Parties and Date.
This Amendment No. 2 to the Agreement 23S347 (Order No. 28731) is made and entered
into as of this 1st day of April, 2025, by and between the City of Palm Springs, a California charter
city and municipal corporation (“City”), and JustFOIA, Inc., a Florida Corporation. City and
Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”
2. Recitals.
2.1 Agreement. City and Contractor entered into an agreement titled “Order No. 28731”
dated 11/13/23 (“Agreement”) for the purpose of retaining the services of Contractor to provide
JustFOIA platform subscription upgrades in an amount of $5,687.74 and a term of 12/08/23.
2.2 First Amendment. City and Contractor entered into Amendment No. 1 to the
Agreement, dated 11/21/24, for the purpose of extending term of services and providing additional
compensation.
2.3 Amendment Purpose. City and Contractor now desire to amend the Agreement to
provide Dynamic Fields to the City’s JustFOIA services.
2.4 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section A of
the Agreement.
3. Terms.
3.1 Amendment. The scope of the Agreement is hereby amended to incorporate the
Dynamic Fields configuration. The term of the agreement remains the same:
“Exhibit B is attached hereto and incorporated herein by reference for a new
not to exceed value of $39,722.82. The term remains unchanged”
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever
the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as
amended by this Amendment No. 2.
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 2.
3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
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(BB&K 2024)
3.5 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each
of which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 18202806-D164-48A0-884E-D9FF2A005C74
55575.18100\42913029.1
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(BB&K 2024)
SIGNATURE PAGE FOR AMENDMENT NO. 2 TO THE AGREEMENT BY AND
BETWEEN THE CITY PALM SPRINGS AND JUSTFOIA, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: ____________________________ By: ______________________________
Signature Signature
(2nd signature required for Corporations)
Date: Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: N/A Item No. N/A
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $150,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
April 08, 2025 April 08, 2025
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AXriR
RQ 2025008 0 0 *07
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RQ 2025008 55 *07
Docusign Envelope ID: 18202806-D164-48A0-884E-D9FF2A005C74
4/8/2025
55575.18100\42913029.1
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(BB&K 2024)
Exhibit B: Quote #34584 for Dynamic Fields Configuration
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(BB&K 2024)
Docusign Envelope ID: 18202806-D164-48A0-884E-D9FF2A005C74
CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
JustFOIA
JustFOIA, Inc.
Cameron Philley
cphilley@justfoia.com
Addendum #1- Adding 3-year term and compensation
$5,687.74 + $32,555.08 = $38,242.82
4 Years: 12/8/23-12/7/27
N/A
Larry Davidson: ldavidson@justfoia.com
Donny Barstow: dwb@mccinnovations.com
Information Technology
Larry Klingaman
N/A
23S347
Amendment #1
Yes
No
No
Procurement
-
Yes
Sole Source Letter,
Cumulative Spend = $69,083.58
2/12/25 Rene Sanchez
Docusign Envelope ID: C68D1544-EC00-4C4D-891D-24AA882EA1E5
Page 1 of 4
Revised: 10.31.23
AMENDMENT NO. 1 TO THE AGREEMENT 23S347 (ORDER NO. 28731)
BETWEEN THE CITY PALM SPRINGS AND JUSTFOIA, INC.
1. Parties and Date.
This Amendment No. 1 to Agreement 23S347 (Order No. 28731) is made and entered into as
of this 21st day of November, 2024, by and between the City of Palm Springs (“City”) and JustFOIA,
a corporation with its principal place of business at 3717 Apalachee Parkway, Suite 201,
Tallahassee, FL 32311 (“Contractor”). City and Contractor are sometimes individually referred to as
“Party” and collectively as “Parties.”
2. Recitals.
2.1 Agreement. The City and Contractor have entered into an agreement entitled “Order
No. 28731” dated 11/13/23 (“Agreement”) for the purpose of retaining the services of Contractor to
provide JustFOIA platform subscription upgrades for an amount of $5,687.74 and a term of 12/08/23
to 12/07/24.
2.3 Amendment. The City and Contractor desire to amend the Agreement to replace
Order 28731 with Order 33594 and to extend term of service for three (3) additional years for an
additional $32,555.08.
2.4 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section A
of the Agreement.
3. Terms.
3.1 The term of the Agreement is hereby amended to extend for three additional years
commencing on 12/08/23 and continuing through 12/07/27:
“Exhibit A is attached hereto and incorporated herein by reference for a new
not to exceed value of $38,242.82 and a term of 12/08/23 through 12/07/27.”
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever
the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as
amended by this Amendment No. 1.
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 1.
3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or
Docusign Envelope ID: C68D1544-EC00-4C4D-891D-24AA882EA1E5
Page 2 of 4
Revised: 10.31.23
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of
which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: C68D1544-EC00-4C4D-891D-24AA882EA1E5
Page 3 of 4
Revised: 10.31.23
SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS
AND JUSTFOIA, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _____________________________________By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date: Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: N/A Item No. N/A
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
February 11, 2025
(6,*1(' by /arry 'aYLGVRQ
RQ 20250211 2 2 0 *07
February 11, 2025
(6,*1(' by 'RQQy %arVWRZ
RQ 20250211 10 2 1 *07
Docusign Envelope ID: C68D1544-EC00-4C4D-891D-24AA882EA1E5
2/13/2025
Page 4 of 4
Revised: 10.31.23
Exhibit A: Renewal Proposal #33954 Pricing for Term 12/08/24 /12/07/27
Docusign Envelope ID: C68D1544-EC00-4C4D-891D-24AA882EA1E5
3717 Apalachee Parkway, Suite 201
Tallahassee, Florida 32311
(866) 761-5301
www.justfoia.com
November 21, 2024
Rene Sanchez
Administrative Assistant Information Technology
PO Box 2743
Palm Springs, CA 92263
JustFOIA, Inc, inclusive of its affiliates, is the creator and only full-service (direct provider of implementation,
support, software subscription, billing/ordering, and product/software development) provider of the JustFOIA
solution. Per your request, the purpose of this communication is to confirm this fact.
Sincerely,
Donny Barstow
President & CEO
Docusign Envelope ID: C68D1544-EC00-4C4D-891D-24AA882EA1E5
CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
JustFOIA
JustFOIA
Cameron Philley
cphilley@justfoia.com
Upgrading version to add unlimited cloud storage, advanced
reporting, and single sign-on.
$5,687.74
12/8/23-12/7/24
N/A
Larry Davidson: ldavidson@justfoia.com
Donny Barstow: dwb@mccinnovations.com
Information Technology
Larry Klingaman
N/A
23S347
N/A
Yes
No
No
Department
No
Yes
Sole Source attached.
Cumulative total $36,116.72
N/A
N/A
N/A
10/16/23 Kendall Bradley
DocuSign Envelope ID: CE85BC34-01CE-49F3-A108-C40C89B9F35B
X
This Order, designated as Order No. 28731 (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. Unless provided to the contrary in this Order, to the extent there are any conflicts or inconsistencies between
this Order and a Client purchase order, the provisions of this Order shall govern and control. 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 of California, with venue located in Riverside County, in each case without giving effect to any principles
of conflicts of laws. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Order to be executed by their respective duly authorized
representatives, evidenced by their signatures below, as of the Order Effective Date.
JustFOIA, Inc. (“JustFOIA”) CITY OF PALM SPRINGS (“Client”)
Signed: __________________________ Signed: ___________________________
Name: ___________________________ Name: ____________________________
Title: ____________________________ Title: _____________________________
Date: ____________________________ Date: _____________________________
ATTN: IT DEPARTMENT PO BOX 2743
PALM SPRINGS, CA 92263
(See signatures on the next page.)
DocuSign Envelope ID: CE85BC34-01CE-49F3-A108-C40C89B9F35B
3717 Apalachee Parkway, Suite 201
Tallahassee, FL 32311
850.701.0725
850.564.7496 fax
Bill to City Clerk; Cityclerk@palmspringsca.gov
Ship to: Brent Rasi; Brent.Rasi@palmspringsca.gov
cc AP Contact: n/a
Client Name: City of Palm Springs Quote Date: October 24, 2023
Client Address: PO Box 2743, Palm Springs, CA 92263
Quote Number: 28731 Subscription Period Start Date: December 08, 2023
Quote Type: Platform Upgrade Subscription Period End Date: December 07, 2024
Product Description: Qty. Unit Cost Total
JustFOIA ANNUAL RECURRING SERVICES
JustFOIA Pro Plus: Up to 400,000 Population 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
SUBTOTAL - RECURRING ANNUAL SERVICES $9,835.00
Service Description: Qty. Unit Cost Total
JustFOIA SERVICE PACKAGES
Standard to Pro Upgrade Package 1 $750.00 $750.00
SUBTOTAL - ONE-TIME SERVICES $750.00
EXISTING JustFOIA ANNUAL SUBSCRIPTION
Standard JustFOIA Tier 3: 30,000-70,000 Population -1 $4,649.40
Redaction -1 $697.41
500 GB of Additional JustFOIA Storage -1 $697.41
JustFOIA Subscription Credit Proration 1 $2,277.40
SUBTOTAL - EXISTING JustFOIA ANNUAL SUBSCRIPTION CREDIT ($4,897.26)
YEAR 1 ORDER COST $5,687.74
PRICING
DocuSign Envelope ID: CE85BC34-01CE-49F3-A108-C40C89B9F35B
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 thirty (30) 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 material 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 forty-five (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); or
(e) If 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 noti ce of an Event
of Non-appropriation to JustFOIA at least thirty (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: CE85BC34-01CE-49F3-A108-C40C89B9F35B
BILLING TERMS
BILLING
JustFOIA will invoice Client as follows:
Product/Service Description Timing of Billing
Recurring Services ▪ Platform Change: Within 30 days of receipt of Order.
▪ 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: CE85BC34-01CE-49F3-A108-C40C89B9F35B
SUPPLEMENTAL SUPPORT
Each client’s annual renewal covers Solution break/fix support, version updates, and continued educational resources
including the Training Center for JustFOIA. JustFOIA offers supplemental support packages to cover remote training,
basic configuration services, and maintenance of existing custom workflows. JustFOIA’s Administration Assistance
package is strongly encouraged to be included with every renewal.
DESCRIPTION OF SUPPORT LEVELS* Standard
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
▪ Institutional knowledge of Client’s Solution
▪ Additional Web-Based Basic Training for New/Existing Users
▪ Additional Web-Based Admin Training for New/Existing Users
▪ Annual System Review (upon Client request)
▪ Additional System Settings Consultation
▪ Assistance with updating Public Portal components
▪ Configuration of dynamic fields and deflection tools
▪ 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 custom 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 custom workflows is not included in Administration Assistance.
ADMINISTRATION ASSISTANCE
Want an enhanced level of support? Use JustFOIA’s Administration Assistance hours for consultation, training, and
configuration services. You’ll receive a 10% discount off JustFOIA’s Support Technician hourly rate when purchasing
this block of hours in advance. The number of hours 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 additional best practices consultation that includes recommendations for adding additional
departments, statuses, email templates, etc.
CONFIGURATION SERVICES
Basic configuration services for request form(s) and associated workflow(s), email templates, tags, dynamic fields, and
more.
MAINTENANCE SERVICES
For clients with a custom workflow, we will make minor adjustments such as changes in the routing individual to
maintain your custom workflow.
DocuSign Envelope ID: CE85BC34-01CE-49F3-A108-C40C89B9F35B
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 seven (7) 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 seven (7) 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 seven (7) business days of
identification. Any necessary business decision resulting from the identified busi ness issues must be made by
Client within seven (7) business days from request.
▪ 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 t o 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 o f
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.
STANDARD TO PRO UPGRADE PACKAGE
CLIENT TASKS & DELIVERABLES
▪ Complete JustFOIA Training Center training course(s)
▪ Attend remote JustFOIA Pro System Training
▪ Determine if existing form(s) should be upgraded
▪ Determine platform switchover date
JustFOIA TASKS & DELIVERABLES
▪ Configure system with In-App Redaction (if necessary)
▪ Set up Client with Training Center accounts (if necessary)
▪ Configure system with Advanced Reporting
▪ Configure system with Dynamic Forms
▪ Upgrade Client forms (if necessary)
▪ Set new Data Storage Limit
▪ Enroll Client in necessary Training Center courses
▪ Conduct remote JustFOIA Pro System Training (1 hour); recording made available in Training Center
ANY & ALL DOCUMENT MANAGEMENT CONFIGURATION
CLIENT TASKS & DELIVERABLES
DocuSign Envelope ID: CE85BC34-01CE-49F3-A108-C40C89B9F35B
▪ Complete JustFOIA Document Management Course in the JustFOIA Training Center
JustFOIA TASKS & DELIVERABLES
▪ Configure and implement Any & All Document Management module
SINGLE SIGN-ON (SSO) CONFIGURATION
CLIENT TASKS & DELIVERABLES
▪ Review Single Sign-on Guide
▪ For Active Directory Federation Services (ADFS):
▪ Follow the Microsoft documentation for installing and configuring ADFS and the Web A pplication proxy
▪ Ensure that Web Application proxy SSO login is reachable from the public internet
▪ Create a Relying Party Trust for JustFOIA (a PowerShell script will be provided)
▪ For Azure Active Directory:
▪ Follow the Microsoft documentation for configuring and/or syncing users with Azure Active Directory
▪ Choose a protocol to connect with. Examples: SAML, Open ID Connect
▪ For clients hosted in an Azure sovereign or national cloud, the standard Azure Active Directory
connection could fail to federate with JustFOIA systems, due to restrictions Microsoft has in place. A
SAML or general Open ID Connect connection may need to be used.
▪ Create an Enterprise Application in Azure AD, following any pertinent setup instructions from JustFOIA
▪ For others:
▪ Follow the best practices documentation for your Identity Provider of choice
▪ Choose a protocol to connect with (e.g.: SAML, Open ID Connect)
▪ Work with JustFOIA to determine what pieces of information will be needed
JustFOIA TASKS & DELIVERABLES
▪ Conduct requirements gathering
▪ Configure JustFOIA SSO:
▪ Deliver any relevant documentation for connection type to the client
▪ Integration call with client:
▪ Walk through any outstanding setup and any 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 and training
DocuSign Envelope ID: CE85BC34-01CE-49F3-A108-C40C89B9F35B
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.
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.
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. JustFOIA also represents that it uses E-Verify to verify the work
authorization of all newly hired employees.
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.
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.
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.
CLIENT RESPONSIBILITIES
Files and other content that JustFOIA may provide to Client may be protected by
intellectual property rights of others. Client will n ot 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 by Client 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.
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.
INFORMATION & PRIVACY
By using the Solution, Client will be providing JustFOIA with information. Client
retains full ownership to 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 non-exclusive, revocable, non-
transferrable, limited 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.
INFORMATION SHARING AND DISC LOSURE
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.
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, world-wide, perpetual license to use the outputs generated by
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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.
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.
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.
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 website,
including, without limitation, availability, accuracy, the related content, products,
or services. Client is solely responsible f or its use of any such websites or
resources.
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 providin g 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.
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 and
indemnify JustFOIA against 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.
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.
INDEMNIFICATION & LIMITATION OF LIABILITY
(a) General Indemni fication.
JustFOIA (“Indemnifying Party”) 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 the Indemnifying Party and related to:
• Bodily injury or personal property damage arising out of the
Indemnifying Party’s performance within the scope of its responsibilities
under the Order;
• A breach of the Indemnifying Party’s obligations with respect to
confidentiality;
• A breach by the Indemnifying Party of applicable laws; or
• The negligent acts, or willful misconduct of the Indemnifying Party.
(b) Intellectual Property Indemnification.
JustFOIA shall defend, indemnify, and hold Client harmless against Claims made
or brought against Client by a third-party 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. 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.
(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. EXCEPT FOR A PARTY’S
INDEMNIFICATION OBLIGATIONS, 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 THE
AGGREGATE AMOUNTS PAID TO JUSTFOIA BY CLIENT UNDER THE APPLICABLE
ORDER OR ADDENDUM, GIVING RISE TO SUCH CLAIM DURING THE LAST SIX (6)
MONTHS.
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(ii) INDEMNITOR IS NOT REQUIRED TO SPEND MORE THAN $100,000
PURSUANT TO THIS SECTION, INCLUDING WITHOUT LIMITATION ON
ATTORNEYS’ FEES, COURT COSTS, SETTLEMENTS, JUDGEMENTS, AND
REIMBURSEMENT OF COSTS.
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.
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.
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.
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.
Upon advance written permission from Client, which shall not be
unreasonably withheld, 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
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Revised 4.13.23 Page 11 of 17
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _______________________________________By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date:Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: __N/a_____ Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
N/a
DocuSign Envelope ID: CE85BC34-01CE-49F3-A108-C40C89B9F35B
11/1/2023 11/2/2023
11/13/2023
3717 Apalachee Parkway, Suite 201
Tallahassee, Florida 32311
(866) 761-5301
www.justfoia.com
August 3, 2022
Monique Lomeli
3200 E.Tahquitz Canyon Way
Palm Springs, CA 92262
Dear Ms. Lomeli
JustFOIA, Inc (inclusive of its affiliates) is the creator and the only distribution channel for the JustFOIA solution.
Per your request, the purpose of this communication is to confirm this fact.
Sincerely,
Donny Barstow
President & CEO
DocuSign Envelope ID: CE85BC34-01CE-49F3-A108-C40C89B9F35B