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HomeMy WebLinkAboutAD04-213 - Original - eCityGov Alliance - NWProperty.net GIS Based Web Application - 07/30/2004 S R TCO rds M eme KENT Document W♦SHINGTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact City Clerks Office. Vendor Name: E Ci GOV /vl ha a Vendor Number: (Ct� ov $ eI levue) JD Edwards Number Contract Number. A fl oq -)-, 3 This is assigned by Deputy City Clerk Description: G(5 based Web o ullcahr-n W)ff , Comme{cfol areped)-' Detail: Project Name: NVV PrayH . net Economic Deevclopment $ rews Rve Contract Effective Date: TO 3 0 , UO L/ Termination Date: None Contract Renewal Notice (Days): N/A Number of days required notice for termination or renewal or amendment Contract Manager. Na-Wan Tor01.4I SG,n Department: /OEM l Abstract: S Public\RecordsManagement\Forms\ContractCover\ADCL7832 07/02 SUBSCRIPTION AGREEMENT Between City of Kent And eCityGov Alliance June 21, 2004 TABLE OF CONTENTS IDENTITY OF PARTIES.......................................................................................1 11 PURPOSE ............................................................................................................1 III DEFINITIONS.......................................................................................................2 IV APPLICATION SOFTWARE SUBSCRIPTION....................................................3 VSUPPORT ............................................................................................................6 VI BENEFITS/RELATIONSHIP ................................................................................7 VII FEES AND PAYMENTS.......................................................................................8 Vill CHANGE IN MEMBERSHIP STATUS .................................................................8 IX GENERAL PROVISIONS.....................................................................................8 APPENDIX A: Description of Application Service(s) APPENDIX B: Subscriber Fees and Payment Terms SUBSCRIPTION AGREEMENT This Agreement is entered into etween the eCityGov Alliance, hereinafter referred to as the "Alliance", and tip Ci k�nf hereinafter referred to as the "Subscriber". WITNESSETH: WHEREAS, the Alliance was created and duly authorized by the legislative body of each jurisdiction in accordance with the Intedocal Cooperation Act, Chapter 39.34 RCW; and WHEREAS, the purpose of the Alliance is to provide a regionally coordinated portal for the delivery of municipal services via the Internet and to provide a forum for the sharing of resources in the development and deployment of such services; and WHEREAS, in keeping with Its purpose, the Alliance has created several shared software applications and related products to deliver public sector services via the Internet; and WHEREAS the Alliance provides said software applications as a hosted service; and WHEREAS, the Subscriber wishes to use certain shared software application(s) and related product(s)to deliver public sector services via the Internet; and WHEREAS, the Alliance pledges to work cooperatively in maintaining the highest level of standards for maintenance and operation of the Software Application(s) and related product(s) on behalf of Partners, Subscribers and users; WHEREAS, the Alliance is duly authorized to enter into agreements as an independent entity; and WHEREAS, it is the desire of the Parties to enter into an agreement for Software and related product(s)to deliver public sector services via the internet; NOW THEREFORE, the Parties agree as follows: I IDENTITY OF PARTIES 1. Alliance. The Alliance is an agency formed under Chapter 39.34 RCW, the Interlocal Cooperation Act, to deliver public sector services via the Internet. 2. Subscriber. The Subscriber is an agency that desires to subscribe to an Alliance hosted service(s) and/or application(s), and to participate as a non- voting but active member in the teams supporting that service(s) and/or application(s). 11 PURPOSE The purpose of this Agreement is to provide the terms and conditions under which the Subscriber will receive hosted services from the Alliance. To accomplish this purpose, City of Kent 1 of 11 June 21, 2004 and in consideration of the benefits to be received by each of the Parties hereto, the Parties agree as follows: III DEFINITIONS 1. "Agreement", "this Agreement", "the Agreement', "hereof', "herein", "hereto", "hereby", "hereunder" and similar expressions mean this Subscription Agreement, including all instruments supplementing, amending or confirming this Agreement. All references to "Articles" or"Sections" mean and refer to the specified Article or Section of this Agreement. 2. "Application Software", "Application" and/or"Software" means computer application and related computer code, presented in object code form operating on Hosting Service hardware. Application Software includes, but is not limited to computer code, databases, programs and interfaces in executable code form which have been created or licensed by Alliance. 3. "Application Team" means a team made up of a representative(s)from each Alliance partner and subscriber city for a particular Software Application. The purpose of the Application Team is to guide development and management of the Application. 4. "Backend Integration" means that a software application owned and/or licensed by the Subscriber is linked to the Application Software for the purpose of passing data between the two systems. 5. "Board" means the Alliance Executive Board, a joint board established pursuant to the eCityGov Interlocal Cooperation Agreement executed by the Cities of Bellevue, Bothell, Issaquah, Kenmore, Kirkland, Mercer Island, Sammamish, Snoqualmie, Woodinville, and any subsequent agencies that formally adopt the eCityGov Interlocal Cooperation Agreement. 6. "Data and Content Management Tool(s)" means the Internet restricted accessible software application used by the Subscriber to update, change and manage application content and data. 7. "Effective Date" means the date this Agreement commences. 8. "Hardware" means the computers, application servers, magnetic storage devices and other related computer hardware owned by the Alliance for the purposes of providing services and software applications to Alliance partners, subscribers and the general public. 9. "Hosting Service" means the city and/or business at which Alliance Application(s), related software and hardware is physically located. The Hosting Service is also responsible for maintaining the shared portion of the service(s) and application(s) affected by this Agreement. City of Kent 2 of 11 June 21, 2004 10. "Principal'or"Partner" means the city or other governmental jurisdiction that elects to enter into the eCityGov Interlocal Cooperation Agreement as a full partner-owner of Alliance Application Software, intellectual property and capital equipment. A Principal or Partner is a signatory to the eCityGov Alliance Interocal Cooperation Agreement. 11. "Subscriber" means the city or other governmental jurisdiction that elects to enter into an agreement with the Alliance to purchase specific hosted Internet software application service(s)on an annual basis,. Subscriber status is further defined by the Alliance By-Laws and the Alliance Interlocal Cooperation Agreement. 12. "Subscription(s)" means the Internet accessible computer application(s) identified in Appendix A. 13. "Subscription Lialson(s)" means the Subscriber assigned staff member(s)for each subscription application. 14. "User" means members of the general public and city staff who use the services defined herein. IV APPLICATION SOFTWARE SUBSCRIPTION 1. Subscription. During the term of this Agreement, the Alliance grants the Subscriber a non-transferable, nonexclusive subscription to use the Application Software in accordance with the terms and conditions state herein. 2. Application Software License(s). Application Software license(s) are and shall remain the property of the Alliance or its third-party service providers. The Subscriber shall have a non-exclusive right to use the Application Software specified in Appendix A. The Subscriber shall not have taken, or attempt to take, any right, title or interest therein or permit any third party to take any interest therein. The Subscriber will not transfer, sell, assign, sublicense, pledge, or otherwise dispose of, encumber or suffer a lien or encumbrance upon or against the Application Software or any interest in the Application Software. 3. Application Software and Data. The Subscriber may not move any Application Software or data from any installed location at the Hosting Service place of business without the prior written notification and subsequent technical approval of the Alliance. 4. Hardware and Provision of System and Application Software. (a) The Alliance shall obtain, install and maintain the necessary hardware, systems software, and Application Software at the location of the Hosting Service to provide the appropriate computing platform to deliver the application services defined in Appendix A. City of Kent 3 of 11 June 21,2004 (b) The Hardware, Systems Software licenses, and Application Software code and licenses are and shall remain the properly of the Alliance or its third-party service providers. The Subscriber shall not have taken, or attempt to take, any right, title or interest therein or permit any third party to take any interest therein. The Subscriber will not transfer, sell, assign, sublicense, pledge, or otherwise dispose of, encumber or suffer a lien or encumbrance upon or against the Hardware or Systems Software or any interest in the Hardware or Systems Software. 5. Subscriber Data and Databases (a) The Subscriber shall provide applicable data for each Software Application Subscription to the Alliance in accordance with data specifications in Appendix A. (b) The Subscriber is responsible for updating, changing and maintaining said data as specified in Appendix A. (c) Each Party shall treat all data and information to which it has access by its performance under this Agreement as confidential. Unless required to do so by law, a Party shall not disclose such data or information to a third Party without specific written consent of the other Party. In the event that one Party receives notice that a third Party requests divulgence of confidential or otherwise protected information and/or has served upon it a subpoena or other validly issued administrative or judicial process ordering divulgence of such information, the receiving Party shall promptly inform the other Party. This section shall survive the termination or completion of this Agreement and shall continue in full force and effect and shall be binding upon all Parties and their agents, employees, successors, assigns, subcontractors or any Party or entity claiming an interest in this Agreement. (d) The Alliance will not transfer, sell, assign, sublicense, pledge, or otherwise dispose of, encumber, or suffer a lien or encumbrance upon or against the Subscriber data or database or any interest in the Subscriber data or database. The Alliance will maintain the Subscriber data or database at the Hosted Service, and shall notify Subscriber in writing if the data or database is to be moved from the Hosted Service. The Alliance shall not be responsible for any damage to, or loss of, the data, except in cases of gross negligence or wilful misconduct. 6. Access and Use of Data and Content Management Tool(s) (a) The Subscriber shall name and authorize certain employees as content managers for the Software Application(s) specified in Appendix A. (b) It is the responsibility of the Subscriber to authorize and manage opening and closing user accounts for third party vendors and/or contract employees. City of Kent 4 of 11 June 21, 2004 (c) The Alliance will manage password protected user accounts for said employees and vendors. The Alliance will manage only named user accounts. The Subscription Liaison is responsible for authorizing new user accounts and ensuring unneeded user accounts are closed in a timely manner. (d) Access to Alliance web-based products is not restricted in anyway, however: Software Application functionality may be restricted or limited for certain Software Applications or portions of a Software Application to the citizens of Alliance partner and subscriber cities. Such restrictions or limitations is depended on the level of service(s) purchased by the Subscriber and shall be described in Appendix A. (e) An unlimited number of citizens, staff and other customers of the Alliance product(s) may access and utilize the product(s)via the Internet, except as noted in the previous section. 7. Warranties. (a) Alliance represents and warrants that (a)Alliance has the legal right and authority to provide the services that are the subject of this Agreement; and (b)Application Software does not infringe upon any copyright, patent, trademark, trade secret, or any other intellectual property right of any third Party. (b) No Other Warranty. Other than the express warranties contained above, any software Subscription provided and all services performed pursuant to this Agreement are provided and performed on an "as is" basis, and Subscriber's use of the Application Software and services is at its own risk. Alliance does not make, and hereby disclaims, all other warranties, whether express or implied. Alliance does not warrant that the Application Software and services provided hereunder will be uninterrupted, error-free, or completely secure. (c) Limitation of Liability; Damages. Alliance's sole liability to Subscriber for any loss, liability or damage, including attorney's fees, for any claim arising out of or related to this Agreement, regardless of the form of action, shall be limited to Subscriber's actual direct out-of-pocket expenses which are reasonably incurred by Subscriber and shall not exceed the amount of the fees paid to Alliance by Subscriber under this Agreement for the calendar year in which such claim accrued. In no event shall Alliance be liable to Subscriber or any third party for lost profits, revenue, lost data, consequential, special, incidental, or punitive damages arising out of or related to this Agreement regardless of the basis of the claim. City of Kent 5 of 11 June 21, 2004 V SUPPORT 1. Backend Integration (a) Alliance is responsible for Alliance product(s) on the eCityGov.net site, including the transmittal of data to and from the Subscriber in the formats(s) identified in Appendix A, to meet the needs of Subscriber's back-end process. Interface and data transmittal standards are subject to approval by the Board. (b) The Subscriber is responsible for any and all direct integration with their own business processes and systems, including the entire cost and overhead associated with integration of Alliance products to Subscriber- owned systems. (c) For the purpose of Backend Integration, the Alliance may assign, on a temporary basis, a reasonable number of Internet Protocol Addresses ("IP Addresses")from the address space assigned to Subscriber by the Hosting Service. The Subscriber acknowledges that the IP Addresses are the sole property of the Alliance and/or of its contracted Service providers, and are assigned for the term of this Agreement to Subscriber as part of the Software Application Subscription(s), and are not"portable". (d) The Alliance reserves the right to change IP Address assignments at any time; however, the Alliance shall use all reasonable efforts to avoid any disruption to the Subscriber resulting from such renumbering requirement. The Alliance will give Client reasonable notice of any such renumbering. The Subscriber agrees that it will have no right to IP Addresses upon termination of this Agreement and that any renumbering required of the Subscriber after termination shall be the sole responsibility of Subscriber. 2. Training. The Alliance shall provide such training and consultation to the Subscriber regarding the use of a Software Application(s)and services as is determined to be appropriate by the Board and/or the Application Team(s) associated with specific Alliance Software Application(s). 3. Software Support (a) For Application Software residing on Alliance Server(s): The Hosting Service for each product is responsible for ensuring that the Application Software functions correctly, and for responding to Subscribers who submit requests for Application Software corrections in a timely manner. Application Software malfunctions that result in a non-responsive system or incorrect results for customers will be given high prionty. Other Application Software malfunctions will be prioritized based on resources and overall project priorities. The actual response escalation levels are specified in Section V. 3. (c). City of Kent 6 of 11 June 21, 2004 (b) For other software residing on Subscriber Servers: The Subscriber is fully responsible for the functioning of any software residing on Subscriber Servers, including software designed to handle the interface between Alliance service(s) and Software Application(s) and all software licensed directly through third parties to the Subscriber. (c) Technical Support— Requests for technical support will be classified into three priority levels: • High—system is down or is returning incorrect results and customer is unable to fulfill critical business functions such as those pertaining to core business functions • Urgent—serious issue significantly impacting use of system although customer is still able to perform core business functions • Normal —all other issues. Regular Hosting Service business hours are Monday through Friday 7:00 a.m. — 5:00 p.m., excluding holidays. During regular business hours, there is a guaranteed response time of 1 hour for High and Urgent calls. All other calls will be responded to within 8 business hours. Off-hours support (5:00 p.m. —7:00 a.m., weekends and holidays) is offered only for network and server support. Only high priority calls will be responded to within 2 hours. The contact phone number is 425.452.2886. VI BENEFITS/RELATIONSHIP 1. This Agreement is entered into for the benefit of the Parties to this Agreement only and shall confer no benefits, direct or implied, on any third persons. No joint venture or partnership is formed as a result of this Agreement. 2. The Subscriber is considered a non-voting member of the Application Team(s) supporting Alliance service(s) and Software Application(s) identified in Appendix A: Description of Application Service(s). 3. The Subscriber is entitled to attend Board meetings, but is not a voting member of the Board. 4. The Subscriber is entitled to use the regional portal for delivery of Software Application(s)subscribed to and defined in Appendix A. 5. The Subscriber may participate in and receive the benefits of all Alliance functions, projects, programs, and partnerships including but not limited to. • Training programs • Information sharing events City of Kent 7 of 11 June 21,2004 Projects/programs with other public entities, including, but not limited to; state, county, utility districts, libraries, and other cities 6. The Subscriber may elect to move to Principal status upon obtaining approval from the Board, formally adopting the eCityGov Interlocal Cooperation Agreement, and paying associated fees as adopted by the Board. VII FEES AND PAYMENTS 1. The Subscriber shall pay a Subscription fee as set forth in Appendix B: Subscriber Fees and Payment Terms. Vill CHANGE IN MEMBERSHIP STATUS 1. The Subscriber may elect to change request a change in membership status at anytime. 2. Subscribers wishing to change to Principle status must be approved by the Board. Upon approval the Subscriber and must pay the net difference between current subscription(s)and the established Principle cost for the city. Changes made during the calendar year will be pro-rated. Subscribers wishing to change to Principle membership status at the beginning of the following calendar year f are requested to make such a request to the Board by September 30'" of the year proceeding the desired change in status. IX GENERAL PROVISIONS 1. Liability/Hold Harmless. If a claim, demand or cause of action arises from the negligent act or failure to act or intentional wrongful act of one of the Parties hereto, or its officers, agents or employees, then that Party shall indemnify, defend and save the other Party and its officers, agents and employees harmless there from; provided, however, that such provision shall not apply to the extent that damage or injury arises from the fault of the other Party, its officers, agents or employees. In the case of negligence of both the Subscriber and the Alliance, any damages allowed shall be levied in proportion to the percentage of negligence attributable to each Party, and each Party shall have the right to seek contribution from the other Party in proportion to the percentage of negligence attributable to the other Party. 2. Assignment. The Subscriber shall not assign, transfer, convey or otherwise dispose of its rights or obligations under this Agreement or permit use of applications and/or services by another entity or person who is not an Alliance Principal, Subscriber, or employee, officer or agent thereof, except to the extent as may be authorized by Alliance rules and procedures. 3. Notices. All notices, requests, demands and other communications required by this Agreement shall be in writing and, except as expressly provided elsewhere in this Agreement, shall be deemed to have been given at the time of delivery if City of Kent 8 of 11 June 21, 2004 personally delivered or three business days after mailing if mailed by first class mail, postage prepaid and addressed to the Party at its address as stated in this Agreement or at such address as any Party may designate at any time in writing with notice pursuant to this paragraph. At the time of execution the addresses of the Parties are: 4. eCitvGov Alliance Subscriber P.O. Box 90012 City of Kent Bellevue, WA 98009-9012 220 4ch Avenue S. Kent WA 98032 Attn: Toni Cramer Attn: Nathan Tomelson (425)452-2972 (253) 856-5703 5. Dispute Resolution. This section governs any dispute, or controversy between the Parties arising out of or relating to this Agreement or its breach (the "Disputed Matter"). It is agreed that King County shall be the venue for any arbitration. All Disputed Matters shall be submitted to the following dispute resolution process: (a) Internal Mediation First the Disputed Matter shall be referred jointly to the Alliance's Executive Director and the Subscriber's representative. If they do not agree within ten (10)days, the Disputed Matter shall be referred jointly to the Co-Chairs of the Board and the Subscriber's chief executive or designee. If such persons do not agree upon a decision within ten (10) days after referral of the matter to them, or within such other period as may be mutually agreed upon, the Parties shall proceed to the next stage of the dispute resolution procedure. (b) Arbitration Procedures The Subscriber or the Alliance may, within ten (10) days following completion of internal mediation, submit a written demand for arbitration to the American Arbitration Association. The decision of the other Party to invoke the arbitration process below shall constitute an election of remedies barring the Party from further recourse to the dispute resolution or arbitration process not invoked by it. Any Disputed Matter referred to arbitration shall be conducted under the Commercial Rules of the American Arbitration Association. The arbitrator may be selected by agreement of the Parties or through the American Arbitration Association. Any such arbitration will be held in the Seattle Metropolitan Area. The Parties will share the costs of the arbitration equally, subject to final apportionment by the arbitrator. However each Party shall bear the expenses of its own counsel, experts, witnesses and preparation of evidence. The decision of the arbitrator shall be final and City of Kent 9 of 11 June 21, 2004 shall not be subject to appeal by the Parties. Judgment upon any award rendered by the arbitrator may be entered in any court of competent jurisdiction. (c) Performance to Continue Pending the resolution of any Disputed Matter, both Parties shall continue their performance under this Agreement to the extent that such performance is feasible, including but not limited to the payment of all sums which are due or which become due during the dispute resolution process. Neither Party will institute any action or proceeding against the other Party in any court concerning any Disputed Matter that is or could be subject to resolution under this section. 6. Effective Date and Duration. This Agreement shall be effective on upon execution of both Parties, and shall continue until termination or withdrawal. 7. Termination. (a) Termination by annual notice and/or default. The Subscriber may terminate this Agreement by giving ninety (90) days written notice to Alliance in any year of its intention to terminate effective January 1 of the following year provided notice is given in writing and Subscriber is not in default of its obligations under this Agreement. There will be no refunds of monies collected for the current year. If the Subscriber is in default of a material obligation under this Agreement, and such default remains uncorrected more than thirty (30) days after receipt of written notice of default, the Alliance, in addition to any other rights available to it under law or equity, may terminate this Agreement by giving thirty (30)days written notice to the Subscriber. The Alliance shall be deemed in default if, as a result of the Software Application(s)or Alliance's failure to perform its obligations hereunder, the Software Application(s) continues to exhibit defects causing serious disruption of use and/or repeated periods of downtime, notwithstanding the Alliance's remedial or maintenance efforts, over a continuous period of ninety (90) days, and the Subscriber may terminate the Agreement by giving thirty (30) days written notice to the Alliance, after which the Alliance shall reimburse the Subscriber for a pro- rated share of the Subscription Fee. (b) Mid-year termination request by Subscriber. The Subscriber may terminate this Agreement by giving written notice to the Alliance at any time during the calendar year. The Alliance will terminate the Subscriber's service at the earliest practical date in which the necessary Application reprogramming can be completed. There will be no refunds of monies collected for the current year. (c) Termination as a result of changes to the Application(s). In the event that the Alliance initiates changes to the Application(s) and/or Subscription fee(s) for which the Subscriber chooses not to continue with the City of Kent 10 of 11 June 21, 2004 Application Subscription, the Alliance will provide a pro-rata refund of the balance of current year Subscription fee. The refund will be calculated from the date in which the Application changes and/or Subscription fee changes take effect. 8. Modification. This Agreement represents the entire Agreement between the Parties. No change, termination or attempted waiver of any of the provisions of this Agreement shall be binding on either of the Parties unless executed in writing by authorized representatives of each of the Parties The Agreement shall not be modified, supplemented or otherwise affected by the course of dealing between the Parties. 9. Severability. In the event any term or condition of this Agreement or application thereof to any person or circumstance is held invalid, such invalidity shall not affect other terms, conditions or applications of this Agreement which can be given effect without the invalid term, condition or application. To this end the terms and conditions of this Agreement are declared severable. In witness whereof, the Parties have executed this Agreement as of the Effective Date. eCityGov Alliance Cityft�"Omr nt j Ae y(Signature) Acc to y(Signs ure) Brenda Cooper Jim White Secretary Mayor eCityGov Alliance City of Kent 7 j 3 0 2004 -71A& 2004 iAi� VCR A pted by(Signature) Approved as to Form (Signature): Toni Cramer Tom Brubaker Co-Chair City Attorney eCityGov Alliance City of Kent -7 J3o , 2004 ,j b 2004 City of Kent 11 of 11 June 21, 2004 APPENDIX A Description of Application Service(s) 1 PRODUCT SUBSCRIPTION(S): 1. NWPRoperty.net- Economic Development Browser II DESCRIPTION OF PRODUCT SERVICE(S) 1. NWProperty.net is a geographic information system (GIS) based web application intended to serve a number of public and private constituent groups with interests in available commercial properties. Specifically the application combines a number of public and private data sets, in a structured web interface, providing the user with the ability to search for available commercial properties. 2. The application functionality includes, but is not limited to: (a) NWProperty.net home page which explains the purpose of the site and provides navigational elements. These elements include: • Link(s)to community economic development pages for each city. Subscribers may choose to use pages supplied by the Alliance or direct links to pages located elsewhere • Site and Regional pages o Contacts, including a contact for each city or agency o Site Map o Feedback o Privacy and Security o Site Information o Regional map indicating each of the participating cities as well as major geographic elements (b) NWProperty.net for sale and lease search pages include the following functionality: • Regional interactive GIS map indicating each of the participating cities. Interactive map features include: • Zoom, pan, information, legend, overview map and selection of layers City of Kent 3-A Appendix A • Property search functionality includes filtering by: o City o Sale or lease o Property attributes such as cost, type, location, building classification and size. • Query return functionality includes: o Vicinity map with location(s)of queried properties o A list of queried properties including a small photo (if available) and summary data for each property o A link to detailed property and demographic/business data • Detailed Property Data o Orthographic photo of the subject property (if available) o A photo the property and detailed sales information o Zoning and comprehensive data (if available) for sale properties o Detailed demographic and business data, including the interactive functionality to queried this data by a specific mile radius • Other Features and Services o Web Trend reports o Ability to use hyperlinks directly to an individual city property search function III TECHNICAL DATA SPECIFICATIONS 1. Data supplied by the Subscriber • Property(parcel) polygons • Zoning polygons. Zoning codes and descriptions should be include in the zoning shapefile. If no descriptions are provided only the codes will be used. • Data should be provided in shapefile format and will be used as-is from the subscriber city. If specific rendering for zoning is City of Kent 3-A Appendix A desired, it should be delivered in ArcXML format as exported from the free ArcExplorer viewer from ESRI. If no data is provided, data will be extracted from the King County GIS data set. No zoning information will be available. 2. Data interfaced from the Alliance Application to the Subscribers back-end system Not applicable for NWProperty.net IV SPECIAL REQUIREMENTS AND CONDITIONS 1. Subscriber cities are responsible for the maintenance of: • The content of Community Pages and/or linked content • Supplying zoning and other pertinent data to the Alliance in a format compatible with Alliance systems. Cities are also responsible for the accuracy of said data and periodically supplying updates of Subscriber data to the Alliance. • Actively participating in Economic Development Browser Team meetings. City of Kent 3-A Appendix A s i APPENDIX B Subscriber Fees and Payment Terms I ANNUAL FEE(S) 1. NWProperty.netAnnual Fee—annual cost of the subscription for this service is $13,200.00. 2. Establishment of Fees; Each year the Board shall set Subscriber Fees for the next calendar year, no later than September 30"'. At such time the Board may increase, decrease or leave fees unchanged depending need. II PAYMENT TERMS 1. The invoice shall encompass Subscription fee(s)for one full calendar year or for the applicable pro-rata Subscription fee(s). 2. Annual payment is due within 60 days of invoice. 3. The invoice for the current year will be sent upon signing of this Agreement. Payment is due within 60 days of invoice. 4. Payments which are 60 days past due shall be considered to be in arrears. The Afliance may elect to discontinue service to the Subscriber until said account is paid in full. The Board, at its sole discretion, by elect to not disconnect a Subscriber that is in arrears if suitable arrangements have been made for future payment. III MODIFICATION OF FEES 1. The Board may make modifications to the Application(s) based on recommendations from the Project Team(s). Any resulting fee changes will be either billed on a pro-rata basis and/or calculated in to the Subscription rate in the next calendar year. City of Kent I -B Appendix B