HomeMy WebLinkAboutPK13-087 - Amendment - #1 Grants Online - Western States Arts Federation and eCityGov Alliance - 2/21/2013 grants online
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ADDENDUM to GOTM: GRANTS ONLINE SUBSCRIPTION SERVICE AGREEMENT
The following Addendum to the Service Agreement specified above is in reference to the
contract dated 01/06/2012, between the Western States Arts Federation (WESTAF) and the
eCityGov Alliance(Client)
In regard to the above mentioned contract,WESTAF hereby authorizes, and the undersigned
parties hereby agree to, the following changes outlined below
1. The City of Kent shall assume responsibility for managing the above mentioned contract
2. Management of the above mentioned contract shall be at the current rate, as outlined in
Appendix No 4 GOTM Service Renewal Agreement
3. The City of Kent shall assume responsibility for any outstanding payments due to
WESTAF by Client, according to Appendix No GOTm Service Fees and Rate Schedule
and Appendix No 4 GOT" Service Renewal Agreement
No other terms or conditions of the above mentioned contract shall be negated or changed as a
result of this Addendum.
In witness whereof, each party has caused this document to be executed by its duly authorized
representative
Signatur / / .
Print Name L ea�i �� Date
Signature
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GOTm:GRANTS ONLINE SUBSCRIPTION SERVICE AGREEMENT
THIS GOTM:Grants Online Subscription Service Agreement(Agreement) is between the
Western States Arts Federation,a Colorado nonprofit corporation(WESTAF),and the eCrtyGov
Alliance,an Intertocal Agency formed under the Washington State Inierlocal Cooperation Act,
Chapter 39.34 RCW (Client) The Client subscribes to the GOTM service from WESTAF and WESTAF
agrees to provide the GOTTM service to the Client upon the terms and conditions of this
Agreement,as follows:
DEFINITIONS.,
Unless another meaning is given or apparent,and whether or not capitalization is used,the
following definitions apply to this Agreement.
"Client data"means the data that the GOT""service collects from the Client and its users
and includes text inputted to complete rant applications defined below as text data)and
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digital media,such as images,audio,video and document-files,uploaded by grant applicants
through the GOTM service (defined below as media data). The Client owns all client data.
"Cycle" means the period of time,defined by the opening and closing dates,
during which form sets for a grant are accepted by the Client,a g.,annual grants would have
one cycle per year and quarterly grants would have four cycles per year A grant's cycle
generally will have only one opening and one closing date.
"Fees and rate schedule"means the schedule of fees,fee parameters and rates,
including the set-up fee,subscription fee,additional module and options fees,technical
assistance rates and other fees,related to the use of the GOTm service which is attached to this
Agreement as Appendix No.3 and made a part of this Agreement.
"Form"means a set of questions on a single web page,e.g.,applicant's contact
information or the proposed grant budget,as defined by and created within the GOTM software.
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"Form set"means one or more forms to be managed together,e.g.,an application for
an artist fellowship or an interim report
The"GOT"'Service" or"service"means the online grant application and management
service which is available exclusively through the website The GOTm service accepts grant
applications and associated digital images and other data from persons applying for grants and
holds and manages the application and associated data in an interactive data base.Grant l
sponsors can use the GOT'"service to accept and manage grant applications with associated
data for the purposes of administering grants online. The functionality of the GOTM service is
made available through online modules of the GOTm software,a browser interface and data
encryption,transmission,access and storage functions and facilities.
"GOTM software"or"software" means the web based software owned by WESTAF and
which is available exclusively through the website as part of the GOM service. EI
"Grant"refers to a single competitive grant sponsored by the Client and for which a i
single application is developed through the GOT"'Service using a form set. A grant may have
multiple cycles,but a grant with multiple cycles is nevertheless a single grant.
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"Media data"means digital media,including,but not limited to,images and audio,
video and document(such as PDF,Word or Excel)files,uploaded by grant applicants through
the GOT""service as part of their grant applications.
"Onrine"means,in relation to the GOTM service,a format that is accessed using a web
browser over the intemet through the website
"Program"means,in relation to the GOT"'service,a container for grouping one or more
related grant types together.
"Query"means,in relation to the GO'T"'sen4ce,a search that retrieves client data based
on selected search criteria.
"Report"means,in relation to the GOT"Aservice,the process of exporting client data to
produce a report or document.For example,an award letter,a panel book,a mail merge or
grant contract are each considered reports.
"Rule"means the creation of a conditional action consisting of triggers,conditions and
actions,otherwise known as a predicate,that provides for the implementation of business rules
by the Client within the GOTM service.
"Set-up fee" means the fee for the implementation of and training for the GOTM service
for the Client's grants to be administered through the GOT'^service during the first subscription
period Those implementation and training services are described in more detal in section 4 of
this Agreement.
"Standard terms and conditions"means the standard terms and conditions for the GOTm
service which are attached to this Agreement as Aopendrx No.1 and made a part of this
Agreement.
"Subscribe"means to agree to acquire the right to access and use a web based service
or software application.
"Subscription"means the Client's right to access and use the GOT"'service.
"Subscription fee" means the fee payable by the Client to WESTAF for the Client's
subscription during each subscription period.
"Subscription period" means the one year period following the date of WESTAF's
acceptance of this Agreement,except after the first subscription penod expires,then
subscription period means the one year period after the effective date of any renewal of the
Client's subscription under this Agreement,or any one year period later agreed to by the parties
based on fiscal year or other considerations.
"Text Data"means text inputted through the,GOTm service to complete grant
applications Through forms and form sets.
"User"means the Client's personnel who access the administrative(back end)portions
of the GOTM service and applicants applying for grants through the GOTM service
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"Website"means the GOT"'branded intemet website owned and hosted by WESTAF
which will be identified by a specific UP,L address and made available to Client by WESTAF as
part of the set up services.
"Work sample module" means the module of the GOTM software that adds the
functionality of allowing grant applicants to upload digital media,including,but not limited to,
images and audio,video and document (such as PDF,Word or Excel)files(defined above as
media data). The GOTM service does not allow applicants to upload media data without the
work sample module.
1, SUBSCRIPTON:
The Client subscribes to the GOTM service from WESTAF and WESTAF agrees to provide the Client
with access to the GOT"'service solely for use with grants administered by the Client for its own
account,and not for the account of others,upon the terms of this Agreement As used in this
section 1, "grants administered by the Client"means those grants administered by the unit or
subdvision of the Client that is Identified in the introductory paragraph of this Agreement,and
further defined in Appendix 2.
2. SUBSCRIPTION PERIOD;RENEWAL SUBSCRIPTION PERIODS:
a. Initial Subscription Period. Subscriptions are for a one(1)year period (defined
above as a subscription period). The initial subscription period will begin upon the date WESTAF
accepts this Agreement as indicated by its execution of this Agreement-
b. Renewal Agreement. After the expiration of the initial subscription period or any
subsequent subscription period under this Agreement,WESTAF and the Client may renew the
subscription provided for under this Agreement for an additional subscription period by entering
into a written renewal agreement (renewal agreement). A renewal agreement may modify
pricing,fees and other terms as mutually agreed to by WESTAF and the Client.
C. Other Renewals. The Client's continued use of the GOTm service after the
expiration of a subscription period shall be deemed to renew the subscnption under this
Agreement for an additional subscription period. The renewed subscription period shall
immediately follow the expiration of fhe then-expired subscription period.The renewed
subscription penod shall be upon the some terms and conditions as the then-expired !
subscription period,except either party may terminate a subscription period that is not made by
written renewal agreement upon thirty (30)days notice to the other party.
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3. FEES AND PRICING;ADDITIONAL MODULES:
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a. Set-up and Subscription Fees. The set-up and subscription fees for the initial t
subscription period are in the amounts set forth in section I of the fees and rate schedule I
(Appendix No 3)and are due thirty(30)days after the start of the initial subscription period.
Subscription fees for subsequent subscnptfon periods are due upon the commencement of i
each subscription period.
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b. invoicing. WESTAF will provide invoices to the Client for subscription fees and
any agreed set-up fees but that invoicing does not delay the due date for the payment of any
fees due to WESTAF,
C. Fee Factors. The initial set-up fee and subscription fees are determined based
on an agreed level of the Client's anticipated use of the GOT"'service during the Initial
subscription period for each category of the use factors set forth in section Il of the fees and rate
schedule(the Client's use parameters), The Client's level of use of the GOTM service is a function
of use within the following categories in any subscription period:(i)the number of programs and
grants to be administered through the GOTs"service, (if)the total number of users, (rii)the
number of cycles,forms,saved queries,reports,and rules used,created or generated,and (iv)
the number of electronic mail messages sent through the GOTm service(use factors).
d. ClIeni's Use Parameters;initial and Subsequent Subscription Periods. The
Client's subscription during the initial subscription period is the right to use the GOTM service for a
fixed fee and without regard to the Client's actual level of usage of the GOTM service. After the
initial subscription period,if WESTAF and the Client enter into a renewal agreement,then for
each subscription period after the initial subscription period,the Client's subscription will be the
right to use the GOTM service up to the maximum limit of each category of the use factors set
forth as the Client's use parameters in section II of the fees and rate schedule. WESTAF shall
have the right and the Client agrees that WESTAF shall have the right to monitor the level of
Client's use of the GOrm service.Additionally,as provided for in section 4o of this Agreement,
the GOTm service has the functionality to provide the Client with notices when the Client's usage
approaches the limits of the Client's use parameters to assist the Client in monitoring and
controlling the level of its use of the GOTM service.
e. Work Sample Modules.
(0 Work Sample Module Fee. The GOTM service and the Client's
subscription do not include the ability of users to upload media data unless the work sample
module is included as noted in section III,part A of the fees and rate schedule. If the work
sample module is included as part of the Client's subscription,then the Client will incur an
additional fee for the initial subscription period as determined by section III,part A of the fees
and rate schedule and for all subsequent subscription periods during which the GOTM service
stores the Client's media data as determined by section III,part B of the fees and rate schedule
(work sample module fee).
(if) Determination of Fee for Subsequent Subscription Periods. After the initial
subscription period,the work sample module fee is determined based on the number of users
included in the Client's use parameters for the current subscription period and the number of
users from all prior subscription periods,determined by application of section III,part B of the
fees and rate schedule.
(tit) Payment of Work Sample Module Fees. Work sample module fees for a
particular subscription period are due at the same time the subscription fee is due for that
subscription period,
f. Adjustment of Fees. The set up fee and subscription fees are fixed for the initial
subscription period. if the parties enter into a renewal agreement to extend the subscription for ;
subsequent subscription periods,then WESTAF will require on adjustment of fees,or termination
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of the subscription,0 the Client's level of use of the GOTm service exceeds its Client use
parameters during any subscription period. The form of written renewal agreement that will be,
offered by WESTAF is attached to this Agreement as Appendix No.4 which is subject to price
adjustment so that it will reflect WESTAF's currently applicable pricing structure.
g. Enhanced Reporting Module.Any time during a subscription period,by request to
WESTAF and payment of the fee identified in section IV of the fees and rate schedule,the Client
may purchase an enhanced reporting module or modules which will permit the Client to
generate additional reports through the GOTm service without Incurring any increase in the set-
up fee and/or the subscription fee. If Client has purchased an enhanced reporting module(s)
durng any subscription period,then the number of reports included in the enhanced reporting
module will be added to the number of reports included in the Client's use parameters for that
subscription period.
h. Support Fees.
(I) Standard Technical Support. WESTAF technical support as defined in
section 5 of this Agreement is included in the subscription fee for each subscription period
[standard technical support).
(If) Non-Standard Technical Support;Rates. Technical support not
included within standard technical support will be provided at the Client's request as scheduled
between WESTAF and Client at WESTAF's then-standard rates and terms. WESTAF's current
standard rates for services are as set forth in section VII of the fees and rates schedule. Examples
of support not included in standard technical support are any on-site technical support and all
assistance to the Client in its use and operation of the GOT"^service beyond those services
Included as part of the set-up services(as defined in section 4 of this Agreement).
I. Sales and Use Tmc. WESTAF is responsible for all sales,use,excise and any other
tax assessed or imposed on the license and other transactions)consummated under this
Agreement. If Client is a non-profit or governmental entity not subject to or exempt from paying
sales,use and other transactional taxes,Client shall provide reasonable documentary proof of
that status to WESATF within fifteen (15) days of a request for that information
4. SET-UP SERVICES AND TRAINING:
WESTAF will provide the services described in this Section 4 as part of the Client's set-up fee(the
set-up services)•
a. Set-up. WESTAF will assist the Client in the conversion of the Client's existing
grant programs,cs identified on attached Appendix No.2 which is made a part of this
Agreement,and the implementation of the GOT"'service so that applicants can apply for the
Client's existng grant programs and those programs can be administered through the GOTr^
service,WESTAF will do the following in cooperation with the Client to assist the Client's
conversion to and implementation of the GOTm service,input into the GOTM service all required
data defining the grants and grant cycles;create all necessary forms to collect data to meet
the Client's criteria for each grant;develop reports to meet the Client's program requirements
for panel review,award letters,award contracts, and applicant,panel and grantee
communication and reporting needs,and design and implement custom rules for the review, '
allocation and processing of the Client's grant awards. Additionally,WESTAF will assist the Client
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in setting alerts and the timing and frequency of notices to be sent to the Client from the GOT"
service concerning the level of the Client's use of the GOTM service.
b. Training. WESTAF will provide training to the number of staff persons and for
the number of hours set forth in section V of the fee and rates schedule. Training may be
provided individually or in group session[s] and may or may not include representatives of other
clients. Training shall be by telephone,online teleconferencing,interactive webinars or any
combination of them as determined by WESTAF In person training at WESTAF's Denver,
Colorado site or the Client's site is not included in the set-up fee,but can be arranged at an
additional expense to the Client of times scheduled with WESTAF.
c. CRent's Constituents. WESTAF is not responsible for communicating to the Client's
constituents about the Client's transition to an online format,nor is WESTAF responsible for
training the Client's constituents on the use of the GOT^service.
d. Additional Services. After the launch of the GOT"'service,WESTAF is available
to provide additional services to modify the form sets for the Client's existing grant programs and
to design and build form sets for any additional grant programs the Client may later offer
through the GOTm service at WESTAF's then-current service rates as set forth in section VII of the
fees and rate schedule.
S. STANDARD TECHNICAL SUPPORT:
The services described in this Section 5 define WESTAF's obligation to provide standard technical
support:
a. Technical Support to Client's Staff. WESTAF will provide telephone phone and
email based support to the Client's staff members on the use of the GOT"service of up to two
(2) hours of WESTAF's staff time per grant during the initial cycle of each grant during the initial
subscription period and in any subsequent subscription period for grants that are added to the
GOT"'service during that subscription period.
b. Technical Support to Client's Grant Applicants. WESTAF will provide
telephone and email based technical support for Client's grant applicants during the initial
cycle of each grant during the initial subscription period. WESTAF's technical support to Client's
grant applicants shall only be available when Client's staff cannot answer an appricant's
technical question and to assist with the following applicant data issues*lost data,cached data;
cookies•,temporary files;and Internet and browser-related issues.
C. Clarification of Party's Roles in Assisting Grant Applicants. WESTAF's responsibility
for technical support to the Client's grant applicants is limited as provided in subsection b.of this
section 5 Client is responsible for assisting its grant applicants with each of the following:
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(f) hems related to programmatic elements of the grant application;
01) Grant eligibility and policy Issues;
(iti) Specific questions and answers relating to the application form,which I
may include inquiries regarding the purpose of the question,etc.;
(iv) Basic navigation issues related to the GOT^'service and website; i
(v) Creating e-mad accounts and downloading Adobe Acrobat Reader or
other software for proper display of grant applications;
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(vi) Assisting with username and password creation and retrieval;
(vit) Uploading media data and converting data for uploading as media data
into the GOTM service:and
(vil) Providing the first response to technical questions relating to the GOTM
service and answering those that fall within staff members' abilities.
Accordingly,Client shall direct grant applicants to WESTAF only on an individual case basis after
the Client's staff hcs attempted to provide the grant applicant with requested technical support
and did not succeed in resolving the grant applicant's concern. WESTAF's contact information
shall not be published by the Client and shall not be generally available through the GOTM
service. WESTAF is not responsible for answering programmatic grant questions posed by the
Client's grant applicants and applicants with those questions will be redirected to the Client's
staff.
d. Hours when Technical Support is Available. Technical support Is offered by
telephone or email between the hours of 8:30 AM and 5:00 PM in Denver,Colorado, USA,
Monday through Friday, excluding horidays(to include all federal holidays and no more than
four additional holiday days per year as designated by WESTAF). Colorado observes Daylight
Savings Time as defined by federal low After-hours technical support for the Client can be
scheduled on a case by case basis and must be reserved in advance After-hours technical
support will be charged to the Client at WESTAF's then-current rates as set forth in section VII of
the fees and rate schedule
6. LAUNCH'DAT@
a. Launch Date. WESTAF's set-up services will be provided to the Client in time to
meet the Client's anticipated launch of the GOTm service by the date identified in section VI of
the fees and rate schedule (launch date),provided the Client's cooperation is given. As used
on this Agreement,the launch of the GOTM service means the time at which the GOTM service is
available for use by the public to submit grant applications to the Client.
b. Client's Cooperation. The Client and its agency or subdivision whose grants will
be administered through the GOTM service shall cooperate with WESTAF's provision of set-up
services,including,but not limited to,with WESTAF's requests to schedule training, its requests for
information and its requests for feedback and approval of flasks completed by WESTAF as part of
the set-up services. As a general operating principle,unless it is unreasonable in application to
particular circumsiances,the Client's response to WESTAF's requests for information,review or
approval will be made or given by the third day after WESTAF's request,except a request to
review or approve a tcsk that was corrected or modified after the Client's prior review or
approval or rejection should be made by the first day after WESTAF's request. If the Client does
not approve a completed task,then the Client,within the time to give approval,shall indicate its
non-approval and provide WESTAF with its comments on why approval was not given and what
should be done to gain approval As used in this subsection,a day is a day that the Client's
agency or subdivision whose grants will be administered through the GOTM service is open for
business.
C. Delays in Launch Date. f
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[) Within the first thirty (30) days following the start of the initial subscription
period,WESTAF may propose a revised launch date to the Client. If the Client accepts the
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revised launch date,then that revised date shall be the launch date If the Client does not
accept the revised launch date and the parties are unable to agree on any other revised
launch date,then this Agreement and the subscription shall terminate and any subscription,set-
up and work module sample fees and any fees for enhanced reporting modules paid by the
Client to WESTAF with respect to the initial subscription period shall be immediately refunded by
WESTAF to the Client.
(ri) The launch date will be extended for a reasonable period of time for any
delays in WESTAF's ability to complete set-up services caused by the Client's delays or failure to
cooperate with WESTAF as required under subsection b.of this section 6.
iii) if the GO"'service is not ready to launch on or within thirty(30)calendar
days after the launch date and such failure is the result of WESTAF's fault in failing to complete
set-up services in time,then the Client shall have the right to terminate this Agreement and the
subscription and receive back,as its sole remedy,any subscription,set-up and work module
sample fees and any fees for enhanced reporting modules paid to WESTAF under this
Agreement. Except for the obligation in the preceding sentence to return fees to the Client
paid to it under this Agreement,WESTAF shall have no ricibility if the GOTm service is not ready to
launch by the launch date.
7. SECURITY FEATURES:
The GOTM service is compliant with and WESTAF will maintain compliance of the GOT"'service
with Payment Card Industry Data Security Standards as published by PCI Security Standards
Council, Ll-C (https://www_pcisecuritysfandards.org/) WESTAF's obligations under this section 7
are referred to in this Agreement as the"security obligations."
8. SYSTEM SUPPORT REQUiREMENTS:
In order to properly utilize the GOT"'service,the Client must have computers with access to the
world wide web and have available a current operating system and a compatible internet
browser. The responsiveness and avalabiiity of features or the convenience of using certain
features of the GOT'"service is dependent on the user's computer,operating system and
internet browser and may vary The Client is responsible for providing its own computers and
access to the world wide web.
9. DATA AND INTELLECTUAL PROPERTY OWNERSHIP:
a. Data Ownership,Post-Termination Access for Downloading.The Client owns the
data that the GOT"'service collects from the Client and its users (defined in this Agreement as
client data). Upon the termination of the Client's subscription or the termination of a
subscription period without a renewal for a subsequent subscription period (a termination), then
for the thirty(30)calendar day period following termination,all client data maintained on the
GOT"'service will be available to the Client to download from the GOTM service and thereafter
all client data may be deleted from the GOT"'service by WESTAF. Deleted client data will no
longer available to WESTAF or the Client. No additional fees or charges will be imposed by
WESTAF for the Client's post--termination thirty(30) day period of accessibility to the GOT'"service
and its use to download its client data.
b. Archiving and Deletion of Client Data.
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[) WESTAF will maintain all text data inputted by the Client's grant applicants
during the current and all pnor subscription periods so long as the Client has continually
maintained its subscription to the GOTTM service. WESTAF will maintain text data for the they (30)
calendar day period following termination and,thereafter,may delete text data from the GOTM
service.
il) WESTAF will maintain media data for the current and all prior subscription
periods so long as the Client has continuously maintained its subscription to the GOTm service
and has continuously paid the required work sample module fee. WESTAF shall maintain media
data for the thirty(30)calendar day period following termination and,thereafter,may delete
media data from the GOTM service. If termination has not occurred,but the Client elects not to
or fails to pay the work sample module fee, then WESTAF will maintain the media data for thirty
(30) days following written notice to the Client that media data will be deleted for non-payment
of work sample module fees and,thereaffer,may delete media data from the GOTm service.
C. Purging of Client Data by the Client. The Client shall have the right,at its own
expense,to download and to purge(by deietlon) any portion of its client data at any time To
the extent the Client requests WESTAF's assistance in purging its client data,then WESTAF shall
provide such assistance upon the Client paying WESTAF's costs incurred, including actual third
party and internal staff costs with staff costs determined at the rates set forth in section ViI of the
fees and rate schedule.
d. GOT*^Service intellectual Property. WESTAF owns and shall maintain all right,
title,copyright,and other proprietary rights In the GOT^+service and software,including,but not
limited to,the browser interface and data encryption,transmission,access and storage features
and facilities and the online modules of the GOTT4 soffware available through the website and
the website itself and its URL address(es). The Client does not acquire any rights,express or
implied,in the GOTM service and software orthe website and its URL address(es) other than the
subscription expressly provided for in This Agreement.Rights in the GOT^^service and software,
including, but not limited to the website and its URL address(es),not expressly granted to the
Client under this Agreement remain in orvoth WESTAF.
10. INFRINGEMENT WARRANTY AND INDEMNIFICATION:
a. Warranty. WESTAF hereby represents and warrants that it has the requisite
ownership,rights and licenses to perform its obligations under this Agreement fully as
contemplated hereby and to grant to the Client all rights with respect to the GOT"'service free
and clear from any and all liens,adverse claims,encumbrances and interests of any third party,
except for(i) proprietary and privacy rights of third parties in media data and any other content I
uploaded by any user or third party into the GOTM service and ((i)interests related to privacy in
any respect (the rights warranty)
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b. indemnification. WESTAF will indemnify,defend and hold the Client harmless
from and against any claims,losses,damages,liabilities or expenses (including reasonable
attorneys' fees and expenses)arising out of or resulting from any third party claim that the GOTM
service infringes,misappropriates or violates any United States parent issued as of the date
hereof,copyright,trademark,trade secret or other intellectual or proprietary right of any third
party,to the extent such third party claim arises out of a breach of the rights warranty (the
indemnification obligation). WESTAF's indemnification obligation does not include any
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obligation to indemnify,defend or protect against: r)Infringement or other claims arising from
any media data or other content uploaded into the GOT"'service by any user or third party; (n)
any claim to the extent it arises from the Client's use of the GOT"'service contrary to the terms of
this Agreement:or(iii)any invasion of privacy claims. All claimsfor which WESTAF has an
obligation to indemnify,defend and hold the Client harmless underthis paragraph are referred
to in this Agreement as a"covered claim".
C. Conditions to Indemnity Obligation. WESfAF's indemnification oblfgation is
conditioned on the Client providing timely written notice of any covered claim or threatened
covered claim to WESTAF and cooperating with WESTAF in the defense of the covered claim.
WESTAF shall be excused from any indemnification obligation to the extent either the Client's
failure to provide written notice to WESTAF within a reasonable time of the Client having notice
of the covered claim or the Client's failure to cooperate with the defense of the covered claim
prejudices the ability of WESTAF to defend the covered claim.WESTAF shall have the right to
control the investigation,defense and settlement of all covered claims and may settle covered
claims without the Client's consent provided such settlement does not require any affirmative
obligation on the part of the Client. '
d. Exclusive Remedies. If an injunction or order is obtained against the Client's use
of the GOTm service by reason of a covered claim,or if in WESTAF's opinion,the GOT"^service is
likely to become the subject of such a claim,then WESTAF shall at its expense and as the Client's
sole remedy- (a)do one of the following: (i)procure for the Client the right to continue using the
GOT"'service;(o) modify or replace the GOTTM service with compatible,functionally equivalent
software and services that are not subject to any such claim;or(fii)terminate the Client's
subscription without liability to the Client, except to refund any unused portion of the subscription
fee for the current subscription period,and (b)indemnify,defend and hold harmless the Client
for qll covered claims
e. Survival. WESTAF's indemnification obligation shall survive the expiration or
termination of this Agreement.
11. BREACH OF SECURITY OBLIGATIONS:
In the event WESTAF breaches its security obligations,WESTAF's liability with respect to such a
breach shall be limited to and the Client's sole remedy shall be the following: (a)WESTAF shall
defend the Client against any third party claims ansing out of and proximately caused by any
breach of WESTAF's security obligation to the extent such a defense is actually covered by any
policy of insurance in effect for WESTAF's benefit with respect to the breach or the losses caused
by the breach of the security obligction,and (b) WESTAF shall indemnify and hold harmless the
Client from all damages (other than consequential and indirect damages),including claims by
third party claimants,ansing from the breach of the security obligation to the extent such
damages are actually covered by any policy of insurance in effect for WESTAF's benefit with
respect to the breach or the losses caused by the breach of the security obligation. The parties
intend that WESTAF's obligations and Client's rights under this section 11 are limited solely to
amounts actually available under policies of liability insurance maintained by WESTAF.
12. LATE PAYMENTS;EFFECT ON GOTM SERVICE: j
Fees and other charges due from the Client to WESTAF which are not paid within thirty (30)
calendar days of the date due shall bear interest at twelve percent(12%) per annum until paid.
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The Client shall pay all costs of collection of any fees and other charges due from the Client to
WESTAF under this Agreement,including WESTAF's reasonable attorney's fees. The GOTM service
will not be available to the Client or the Client's users at any time the Client is more than thirty
(30) calendar days in arrears in the payment to WESTAF of any fees or other charges due under
this Agreement_
13. APPENDICES:
THE CLIENT ACKNOWLEDGES THAT APPENDIX NOS. 1, 2, 3 AND 4 TO THIS AGREEMENT
CONTAIN ADDITIONAL TERMS AND CONDITIONS WHICH MATERIALLY AFFECT THE RIGHTS
AND OBLIGATIONS OF THE CLIENT AND WESTAF.
14. MISCELLANEOUS PROVISIONS:
a. Modifications:Waivers. No text or information set forth on the Client's purchase
orders,on preprinted forms or on documents,emails or attachments transmitting any
acceptance of or signature to this Agreement shall add to or vary the terms and conditions of
this Agreement Except as otherwise expressly provided for in this Agreement,this Agreement
may be amended and observance of any provision of this Agreement may be waived (either
generally or in any instance,retroactively or prospectively(only upon written consent of the
parties. Waivers and amendments shall be effective only if in writing and signed by the party or
parties sought to be charged or bound by the waiver or amendment. The failure of a party to f
enforce any right under or provision of this Agreement in one instance shall not be a waiver of f
any future right or application of such provision, nor shall it constitute a waiver of such right or
provision unless acknowledged and agreed to in writing.
b. Governing Law. If the Client is a governmental entity or agency,then this J
Agreement shall be governed by and construed under the substantive laws (that Is,without i
regard to conflict of laws provisions)of the state In which the Client Is located. If the Client is not
a govemmental entity or agency,then this Agreement shall be governed by and construed
under the substantive laws of the state from which the majority of the Client's personnel
administer grants through the GOTM seance
c. Jurisdiction. If the Client is a governmental entity or agency,then jurisdiction
for any suit under this Agreement or otherwise relating to the GOTM service shall be exclusively in
the state whose substantive law governs this Agreement as determined under subsection b of
this section, if the Client is not a govemmental entity or agency,then jurisdiction for any suit
under this Agreement or otherwise relating to the GOTM service shall be in both the state of
Colorado and the state whose substantive low governs this Agreement as determined under I
subsection b of this section. Venue shall be as determined by the procedural law of the state in
which suit is brought. }
d. Compliance with Law. Each party shall in all material respects comply with all i
applicable laws and regulations which apply to any aspect of its execution,performance,non—
performance and/or enforcement of this Agreement. i
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e. Headings. Headings and captions are for convenience only and are not to
be used in the interpretation of this Agreement Ij
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I. Notices. Notices under this Agreement shall be sufficient only If personalty
delivered,delivered by a major commercial overnight delivery couner service with traclang
capabilities )such as Federal Express, DHL or UPS) or mailed by certified or registered United
States mail,postage prepaid and return receipt requested to a party at its addresses provided
for in this Agreement or as amended by notice pursuant to this Agreement Notice by mail shall
be deemed received three )3) days after deposit in the U.S.mails. Notice to WESTAF shall be at
the following address or at such other address as WESTAF may designate by notice under this
Agreement;
Western States Arts Federation
Attn.:Director of Technology
1743 Wazee Street,Suite 300
Denver,CO 80202
Notice to the Client shall be at the address provided by the Client following its signature to this
Agreement or at such other address as the Client may designate by notice under this
Agreement.
g. Complete Agreement. This Agreement includes the Appendices,attachments
and other documents referred to as being incorporated into this Agreement and supersedes all
proposals,oral or written,all negotiations,memoranda of understanding,letters of intent,
conversations,or discussions between or among the parties relating to the subject matter of this
Agreement.
h. Invalid Provisions. If any provision of this Agreement is held by a court of
competent jurisdiction to be illegal,invalid or unenforceable,then that provision shall be limited
or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in
full force and effect and enforceable.
I. Force Majeure. Neither party will be liable for any delay in performing or for
failing to perform obligations resulting from acts of God;inclement weather;fire;explosions; i
floods, or riots or civil disturbances.
I. No Third Party Beneficiaries. It is expressly understood and agreed that
enforcement of the terms and conditions of this Agreement,and all rights of action relating to
such enforcement,shall be strictly reserved to WESTAF and the Client Nothing contained in this
Agreement shall give or allow any claim or right of action by any third person,including but not
limited to users and subcontractors it is the express intention of WESTAF and the Client that any
person other than WESTAF and the Client receiving services or benefits under this Agreement
shall be deemed to be an incidental beneficiary only.
k. Relationship of the Parties. No joint venture,partnership,employment,or
agency relationship exists between WESTAF and the Client as a result of this Agreement or
WESTAF's provision of or the Client's use of the GOT"'service Neither party has the right or
authority to bind the other party to any contractual or other obligation.
Signed by the parties to be effective upon the last date both parties have signed this
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Agreement.
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C �� G3 ✓ f r a+c Western States Arts Federation
Client ContractorJ 0' (3 O-Jc ry�o.+� f 6& !r'`91p,4,66
Print Name Print Name
/ jf�
AiRfiorized Signature Authori�zj d Slgna ure
Title Title
114--12
Date Date i
AGENCY CONTACT INFO WESTAF
e-C 7 4-y G*=r A//:g. t c. 1743 Wazee Street,Suite 300
f'a (3 ox 9 0 0 l z Denver,CO 80202 j
(3c I I c v u�. Cy TR Qo9 Tel.)303)629-1166 Fax.(303) 629-9717
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GO Contract Final
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APPENDIX NO.T materials, Including digital images, through
the GOT','service.
Standard Terms and Conditions for GOTTM
Service Restrictions
Your right to access and use the GOTm
These Standard Terms and Conditions (these service, GOTm content and website are
Terms) ale attached to and made a part of limited. You are permitted to use the GOTm
the foregoing GOTm. Grants Online service, GOTM content and the website to
Subscription Service Agreement (the GOT"' store, manipulate, analyze, print, and
Subscription Agreement) between WESTAF display the GOTm content only for your own
and the person identified as the Client in the internal business purposes and use solely for
GOTm Subscription Agreement (sometimes the purpose of administering grants as set
referred to in these Terms as"you"). forth in the GOTm Subscnption-Agreement.
Unauthorized use of the GOTm service or the
These Terms and the GOTm Subscription resale of the GOT' service (directly or
Agreement are referred to together as the through its use to provide services to others)
Agreement.Words used in these Terms have is expressly prohibited You shall not copy,
the some meaning as when used in the license, sell, transfer, make available,
GOT^'Subscription Agreement. In the event distribute, or assign your rights under the
of any conflict between these Terms and Agreement, including these Terms, to any
the GOTM Subscription Agreement, then the third party.
terms of the GOTm Subscription Agreement w
shall control. Your right to access and use the GOTm
service, GOT"' content and website is
Use of GOT"' Service is Acceptance of conditioned on your agreement: (a) not to
Agreement reverse assemble, reverse compile or
Your use of the GOTm service is your otherwise reverse engineer or attempt to
acceptance of the Agreement, including, derive the source code of all or any part of
but not limited to,these Terms, the GOT^' service; Ib) not to download or
modify any part of the Website, (c) not to
Non-Transferable Use download or copy any GOTm content for
WESTAF grants to you the personal, non- the benefit of another person other than
exclusive and non-transferable right to use artist-applicants as permitted by the
the GOT"'service and to use and display the Agreement,including these Terms; (d) not to
visual information, documents, products reproduce, duplicate, copy, sell, resell or
and software contained in or made otherwise exploit the GOTm service, GOT"'
available through the GOTm service (the " content or website for any commercial
GOT*' content") as provided in the purpose other than the express rights
Agreement. GOTm content does not granted to you by WESTAF under the
include client data, as defined in the GOT"' Agreement,including these Terms; (e) not io
Subscription Agreement" All rights not make any derivative use of the GOT*'
expressly granted by WESTAF to you are service, GOTm content or the website; (f)not
retained by WESTAF. to frame or utilize framing techniques to
enclose any trademark, logo, or other
Applicant Terms and Conditions proprietary information (including images,
Client agrees that it wdi do nothing to text, page layout, or form) of WESTAF
modify or alter the terms and conditions without express written consent from
WESTAF imposes on third party users WESTAF; (g) not to use any meta togs or any )
submitting applications and supporting other "hidden text" utilizing the WESTAF 1
name or trademarks without the express j
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written consent of WESTAF; and (h) not to GOTTM service; (e) you do not otherwise use
"mirror" any GOTm content contained on, or any WESTAF trademarks displayed on the
accessible from, the GOTm service on any Website without express written permission
other server or Internet device, from WESTAF, (f) you do not link from a
website that is not owned by you; and (g)
Third Party Interaction your website does not contain content that
In your use of the GOTM service, you may is contrary to the limitations imposed under
enter into correspondence with, purchase the Agreement on your own right to use the
goods and/or services, or participate In GOTM website. WESTAF expressly reserves
promotions of advertisers or sponsors the right to revoke the right granted in this
showing their goods and/or services through section for breach of the terms of this
the GOT"' service, Any such activity, and section and to take any action it deems
any terms, conditions, warranties or appropriate. Whether or not you ore a
representations associated with such governmental entity or agency, you shall
activity, is solely between you and the fully indemnify WESTAF for any loss or
applicable third-party. WESTAF shall have damage, including attorney's fees, suffered
no liability,obligation or responsibility for any by WESTAF for breach of the terms of this
such correspondence, purchase or section. if you are a governmental entity or
promotion between you and any such third- agency that is not permitted to accept a
party. WESTAF does not sponsor any such contractual obligation to indemnify another
third persons or their products and/or service person, then you do not have the right to
and has not authorized any such third create a link to the website as provided in
persons to act for or to bind WESTAF in any this section.
matter.
User Accounts
Links to and from Other Websites A user account is required to access the
WESTAF does not endorse any sites on the GOT^" service and will be issued by WESTAF
Internet whether or not they are linked and may be accessed and used only by
through the GOTm service. Any Inks to your authorized personnel. WESTAF reserves
Internet sites provided through the GOTm the right to require that your authorized
semce are provided only as a matter of personnel be registered with WESTAF. You
convenience, and in no event shall WESTAF must promptly update any information i
be responsible for any content, products, or provided to establish user accounts Should
other materials on or available from such WESTAF determine that any information
sites. provided to establish user accounts is
untrue, inaccurate, not current or i
If you would Ike to fink to the website, you incomplete,WESTAF has the right to suspend
may do so but only on the basis that you link or terminate your usage of the GOTM
to, but do not replicate, the home page of service.
the website, and subject to the following
conditions: (a) you do not remove, distort or User Responsibilities
otherwise alter the size or appearance of You are solely responsible for any and all
logos or trademarks; (b) you do not create activities that occur under your user
a frame or any other browser or border account and ensuring that you exit or log-
environment around the webste; (c)you do off from your user account at the end of
not in any way imply that WESTAF Is each session of use. You shall notify WESTAF
endorsing any products or services other immediately of any unauthorized use of your
than its own; (d) you do not misrepresent password or user account or any other )
your relationship with WESTAF nor present breach of security that is known or
any false information about WESTAF or the suspected by you. You shag also use your
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GO Contract Final
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best efforts to stop immediately any copying WESTAF reserves the right to establish or
or distribution of GOTTM content that is known modify general practices and limits
or suspected by you. WESTAF is not concerning use of the GOT"" service
responsible for any unauthorized access to, applicable to all users of the GOTM Service.
or alteration of; your transmissions or data,
any material, information or data Sept or User Conduct
received, regardless of whether the data is You agree to abide by all applicable local,
actually received by WESTAF, or any state, national and foreign laws, treatises
transactions entered into through the GOTm and regulations in connection with the
service or failure to abide by the GOTTM service. In addition,without limitation,
Agreement. you agree not to use the GOT"" service,
GOT content and the website to: (a) use
Account Inform4rtion,Privacy,and Data information from the GOT"^ service in
WESTAF will not own any data,information connection with sending unsolicited or
or material that you and your grant unauthorized advertising, promotional
applicants submit or upload to the GOT*" materials, junk mad, spam, chain letters,
service(defined in the GOTm Subscription pyramid schemes, or any other form of
Agreement as client data). WESTAF will not duplicative, dupliatous or unsolicited
monitor,edit,or disclose any information messages, whether commercial or
regarding you or your account,including otherwise; (b) harvest, collect, gather or
any client data,without your prior assemble information or data regarding
permission except in accordance with the other users, including e-mail addresses,
Agreement,including these Terms. Please without their consent; (c) transmit through or
be aware that WESTAF does provide certain post on the GOTM service or wetxrfe
user registration and statistical information unlawful, harassing, libelous, abusive,
such as usage or user traffic patterns in discriminatory, tortious, defamatory,
aggregate form to third parties,but such threatening, harmful, abusive, libelous,
information will not include personally Invasive of another's privacy, vulgar,
identifying information of you or your users, obscene or otherwise objectionable
Your Internet protocol address is transmitted material of any land or nature or which is
with messages sent from your WESTAF harmful to minors in any way, (d) transmit
account. WESTAF may access your any material that may infringe the
account,including its crient data,to intellectual property rights or other rights of
respond to service or technical problems or third parties, including trademark, copyright
as stated in the Agreement You,and not or right of publicity, (e)transmit any material
WESTAF,shall have sole responsibility for the that contains software viruses or other
accuracy,quality,integrity,legality, harmful or deleterious computer code, files
reliability, appropriateness and copyright of or programs such as Trojan horses, worms,
all client data and WESTAF shall not be time bombs, concelbots or logic bombs; (f)
responsible or liable for the deletion, interfere with or disrupt servers or networks
correction,destruction,damage,joss or connected to the GOTm service or violate
failure to store any client data.The GOTm the regulations, policies or procedures of
service is provided in accordance with such networks (g) attempt to gain
WESTAF's privacy policies as published on or unauthorized access to the GOT"" service,
available through the GOT"service, GOT"" content or website, other accounts,
currently available at computer systems or networks connected to
http://www.westaf.org/pdvacy.htmi. the GOTTM service,through password mining
or any other means, or(h) harass or interfere
Use,storage and Other Limitations with another user's use and enjoyment of
the GOTm service.
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Except for the rights expressly granted by
the Agreement, including these Terms and
your ownership of client data, you have no
Suspension and Termination right, title or interest in or to the GOT"'
WESTAF, in its sole discretion, may suspend service, GOT"'content and websde. Client
for up to twenty (20) calendar days your acknowledges that WESTAF owns all right,
user account and use of the GOTm service if title and interest in the GOT"' service, the
you fail to comply with the terms of the GOTm software, the GOT' content and
Agreement or H WESTAF determines that the website, including all software, code,
GOT'" service infringes on the rights of any interfaces, tent, photographs, graphics,
third person WESTAF may terminate your animation, applets, music, video and audio
password account and use of the GOT"' Incorporated therein and any related user
service 0 you fad to comply and cure any guides and documentation, the service
prior noncompliance with the Agreement, marks GO and CULTURE GRANTS ONLINE
following written notice from WESTAF of your and other marks and logos related to the
noncompliance and a ten 110) calendar GOT^' service, and associated URLs,
day opportunity to cure such including, without limitation,
noncompliance. You may terminate your http.//www.gogronfsonline.org/ and
right to use the GOTm service upon notice to the trade dress and look and feel of all of
WESTAF at any time. Upon terminatloh for them, all of which are covered by various
any reason, WESTAF shall provide make protections including, without limitation,
client data available to the Client as copyright, trademark, and trade secrecy
provided for in the GOT"^ Subscription law. You agree to comply with WESTAF's
Agreement. Except for the obligation to Trademark Usage Guidelines as they are
provide you With access to your client data published on the website. Nothing in this
as provided in the preceding sentence, section transfers ownership of client Baia to
WESTAF shall have no obligation to maintain WESTAF. You own and retain ownership of
any client data stored through the GOT"' all crieni data.
service or to forward any client data to you
or any third party.
GOTM'setv[te Updates and Improvements
If WESTAF is found to have breached a You acknowledge that the GOT"' service is
warranty of this Agreement,the contract shall provided to multiple clients and their users
terminate immediately and the Client shall and that WESTAF continually updates,
not be financially obligated for any costs improves and modifies the GOT"' service for
associated wrih this Agreement and shall be the benefit of all of its client and user
reimbursed for any payments made. groups. WESTAF reserves the right, in its sole
Additionally, in the event that WESTAF is in discretion and without incurring any liability
default of ❑ material obligation, which to you, to update, improve, replace, modify
default remains uncured more than thirty (30) or alter the specifications for and
days after receipt of written notice of default, functionality of all or any part of the GOT"'
Client,in addition to any other rights available service from time to time Your sole remedy
to it under law or equity, may terminate this in the event of any change to the GOT"'
Agreement by giving written notice to service that is not reasonably acceptable to
WESTAF. you and is not made reasonably
acceptable to you after thirty (30) calendar
days notice from you to WESTAF is to
Additional Proprietary Rights; Trademark terminate the Agreement and receive a
Usage prorated return of the subscription fee for
the current subscription period and, if
GO Contract Final
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termination is In the initial subscription EXCEPT FOR THE OBLIGATIONS EXPRESSLY
period,a prorated return of the set-up fee. MADE AND ASSUMED BY WESTAF UNDER
SECTIONS 7, 10 AND II OF THE GOTm
SUBSCRIPTION AGREEMENT, IN NO EVENT
Disclaimer of Warranties SHALL WESTAF'S AGGREGATE LIABILITY
EXCEPT FOR THE EXPRESS REPRESENTATIONS UNDER THE AGREEMENT EXCEED THE
AND WARRANTIES MADE BY WESTAF IN AMOUNT ACTUALLY PAID BY YOU TO WESTAF
SECTIONS 7 AND 10 OF THE GOTM AS SET-UP AND SUBSCRIPTION FEES FOR THE
SUBSCRIPTION AGREEMENT, WESTAF MAKES SUBSCRIPTION PERIOD IN EFFECT DURING THE
NO REPRESENTATION, WARRANTY, OR EVENT GIVING RISE TO SUCH CLAIM. IN NO
GUARANTY AS TO THE RELIABILITY, EVENT. (INCLUDING UNDER SECTIONS 7, 10
TIMELINESS, QUALITY, SUITABILITY, TRUTH, AND 11 OF THE GOTm SUBSCRIPTION
AVAILABILITY, ACCURACY OR AGREEMENT, SHALL WESTAF BE LIABLE TO
COMPLETENESS OF THE GOTM SERVICE OR ANYONE FOR ANY INDIRECT, PUNITIVE,
ANY GOTM CONTENT; WESTAF MAKES NO SPECIAL, EXEMPLARY, INCIDENTAL,
REPRESENTATION OR WARRANTY AND CONSEQUENTIAL OR OTHER NON-DIRECT
SPECIFICALLLY DISCLAIMS ANY DAMAGES OF ANY TYPE OR KIND
REPRESENTATION AND WARRANTY THAT (1) (INCLUDING FOR LOSS OF DATA, REVENUE,
THE USE OF THE GOTM SERVICE WILL BE PROFITS. USE OR OTHER ECONOMIC
SECURE, TIMELY, UNINTERRUPTED OR ERROR- ADVANTAGE) ARISING OUT OF, OR IN ANY
FREE OR OPERATE IN COMBINATION WITH WAY CONNECTED WITH THE GOTm SERVICE,
ANY OTHER HARDWARE, SOFTWARE, SYSTEM INCLUDING BUT NOT LIMITED TO, YOUR USE
OR DATA, (11) THE GOTm SERVICE WILL MEET OR INABILITY TO USE THE GOTm SERVICE, OR
YOUR PURPOSES, REQUIREMENTS OR FOR ANY GOTM CONTENT OBTAINED FROM
EXPECTATIONS, (III) ANY STORED DATA WILL OR THROUGH THE GOTm SERVICE, EVEN IF
BE ACCURATE OR RELIABLE, (IV)THE QUALITY WESTAF HAS BEEN PREVIOUSLY ADVISED OF
OF ANY PRODUCTS, GOTM SERVICE. THE POSSIBILITY OF SUCH DAMAGES.
INFORMATION, OR OTHER MATERIAL
PURCHASED OR OBTAINED BY YOU Additional Rights
THROUGH THE GOTM SERVICE WILL MEET Certain states and/or Jurisdictions do not
YOUR PURPOSES, REQUIREMENTS OR allow the exclusion of implied warranties or
EXPECTATIONS, (V) ERRORS OR DEFECTS WILL limitation of liability for Incidental or
BE CORRECTED, (VI) THE GOTM SERVICE OR consequential damages, so the exclusions
THE SERVER(S)THAT MAKE THE GOTM SERVICE set forth above may not apply to you. You
AVAILABLE ARE FREE OF VIRUSES OR OTHER acknowledge that the transactions under
HARMFUL COMPONENTS; AND THE GOTm the Agreement are commercial in nature.
SERVICE AND ALL GOTM CONTENT IS
PROVIDED TO YOU STRICTLY ON AN "AS IS" Local Laws and Export Control
BASIS ALL CONDITIONS, REPRESENTATIONS WESTAF controls and operates the GOTM
AND WARRANTIES, WHETHER EXPRESS, service from its location in the United States
IMPLIED, STATUTORY OR OTHERWISE, of America and Is subject to the United
INCLUDING, WITHOUT LIMITATION, ANY States Export Administration Laws and
IMPLIED WARRANTY OF MERCHANTABILITY, Regulations. WESTAF makes no
FITNESS FOR A PARTICULAR PURPOSE, OR representation that the GOTM service Is
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, appropriate or available for use in locations
ARE HEREBY DISCLAIMED TO THE MAXIMUM outside of the United States of America. If ;
EXTENT PERMITTED BY APPLICABLE LAW BY you use the GOTM service from outside the i
WESTAF. United States of America, you are solely
responsible for compliance with all
Limitation of Liability applicable laws, including Without rimitation
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export and import regulations of other
countries Any diversion of the GOT"' Survival
content contrary to United States law is All provisions of the Agreement which by
prohibited. None of the GOT" content, nor their terms are intended to survive or
any information acquired through the use of operate after termination of the Client's
the GOT"' service, is or will be acquired for, subscription and/or the Agreement,
shipped, transferred, or re-exported, directly including, but not limited to provisions
or indirectly, to countries proscribed or related to the ownership of data, property
embargoed by the United States of Arperica and intellectual property, the archiving of
or their nationals, nor is or will it be used for and access to data; indemnification;
nuclear activifies, chemical or biological disclaimers and limitations of liabilities; and
weapons, or missile protects, unless damages remedies, shall survive the
specifically authorized by the United States termination of any subscription and the
government for such purposes. You shall Agreement.
comply strictly with all United States export
laws and assume sole responsibility for Submissions
obtaining licenses to export or re-export as WESTAF alone will own all right, fifie and
may be required, interest, including all related Intellectual
property rights, to any suggestions, ideas. I
This Agreement shall be governed, feedback, recommendations, or other
interpreted and enforced in accordance information provided by you relating to the
with the laws of the State of Washington GOTm service (submissions) and you agree ;
without regard to its conflict of laws provisions to assign such submissions to WESTAF free of
and not including the United Nations charge. WESTAF may use such submissions I
Convention on Contracts for the International as it deems appropriate in its sole discretion,
Sale of Goods If such convention would
otherwise be applicable Any action or
proceeding arising under this Agreement shall
be subject to the jurisdiction of the State or
Federal Courts for King County,Washington.
INSURANCE
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WESTAF shall maintain Insurance that is
sufficient to protect the business against all
applicable risks,as set forth in Attachment B i
— Insurance Requirements WESTAF will
cause the Indemnified parties to be named
as additional Insureds on the policy required I
under the Agreement and shall cause its j
insurance to be primary to any Insurance I
carried by the Indemnified parties WESTAF
will provide Client wiih certificates of
Insurance and other supporting materials as
Client reasonably may request to evidence I'I
WESTAF 's continuing compliance with this I
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APPENDIX NO.2
CLIENT'S EXISTING GRANTS PROGRAMS
The following are the Client's existing grant programs which are to be converted
for implementation in the GOrm service:
The Human Services Funders Collaborative(HSFC)is a collective of human services grant-
makers comprised of 18 cities in East,North,and South King County.The HSFC engages in an
online joint application process every two years to receive funding requests for funding human
services in our cities.
The 18 Washington cities represented by the HSFC include:
Auburn, Bellevue,Bothell, Burien,Covington, Des Moines, Federal Way, Issaquah,Kenmore,Kent,
Kirkland,Redmond, Renton,Sammamish,SeaTac,Shoreline,Tukwila and Woodinville
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APPENDIX NO.3
GOT"r Service Fees and Rate Schedule
Section 1 Set-up and Subscription Fees for Initial Subscription Period
Subscription Fees $9,540 00
(taxable)
Set-up Fee (non- $16,380.00
taxable)
WSST9.5% $906.30
TOTAL YEAR ONE $26,826.30
Payment Schedule
Milestone Milestone Description Payment Description Amount
Milestone 1 Contract Signed Service Fee+WSST $10,446.30
Milestone 2 Intake Process 50%Setup Fee $8,190.00
Complete
Milestone 3 Launch of System for 40%Setup Fee $6,552.00
client testing
Milestone 4 Launch Final 10%Setup Fee $1,638.00
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Section ll Client's Use Parameters
The set-up fee and subscription fee for the initial subscription penod was calculated based on
the following anticipated usage of the GOTp9 service during the initial subscription penod:
Users 500
Grants/Panels 18
Cycles (Total all 29
Grants)
Media Storage FREE 100 mb/user
E-mails sent 25,000
The Client's use of the GOTM service in excess of the above parameters during the initial
subscriptlon penod will not result in additional fees as provided for in section 3 of the Agreement.
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"Chargeable queries are those that have been saved in the GOTM system by for the purpose of
exporting data. Users may run as many queries as they wish of no cost,but when saved by a
user,a query will count toward the total included.Excess queries are chargeable.
Section Ili Work Sample Module fee
Part A Initial Subscription Period
[Check and/or complete as applicable:i The Client has elected to_include or to_X_exclude
the work sample module as part of the GOTm service. If the work sample module is Included,
then the Client has agreed to include the media_option. Each media option,set forth
below,describes the maximum quantity of media data each applicant can upload through the
GOTTM service and the corresponding work sample module fee. The Client may change media
options,with a corresponding adiustment in the subscription fee,at any time upon ten (10)days
notice to WESTAF.
Media A:250 $300 00
MB/applicant
Media B:500 $800.00
MB/applicant
Media C: 1 GB/applicant $1,800.00
Part B Subsequent Subscription Periods
The work sample module fee for subscription periods after the initial subscription period is
determined by application of the following table based on two factors: (1)the sum of the
number of users included in the Client's use parameters for the current subscription period and
the number of users from all prior subscription periods,and (2) the media option for the greatest
volume of media data per user stored in prior subscription periods or to be stored in the current
subscription period
Number of Applicant Users(for current Subscription Period and over
all previous Subscription Periods)
Media Option Up to 500 Users 501 to 1,000 Users i 1,001 to 3,000 Users
Media A:up to 250 $300.00 $900.00 !$2,100 00
MB I
Media B:251 to 500 $80000 $2,400.00 $5,600.00
MB
Media C. over 500 $1,800.00 $5,400.00 $12,600.00
MB
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Section IV Enhanced Reporting Module Fees
The Client may purchase enhanced reporting modules in packages of 50 report increments
which permit the indicated number of additional reports which may be generated through the
GOTm service without being charged to the Client's use parameters in accordance with the
following pricing:
Per Packa e
Reports Package A $1,000.00
(50 reports)
Reports Package 8 $1,500 00
(100 reports)
Reports Package C $2,500 00
(I50 reports)
[Check and/or complete as applicable] The Client has elected to_purchase or_X_not
purchase an enhanced reporting module as part of the GOT"'service,and,if an enhanced
reporting module is being purchosed,then the Client has elected to purchase Reports Package
Section V Level of Training
WESTAF's training prior to the scheduled Launch Date will be provided to up to 25 ;
members of the Client's staff for total training by WESTAF of 16 hours.
Section VI Launch Date
The scheduled Launch Date is_January 31,2012
Section Vil WESTAF's Current Standard Rates for Services
Additional training (beyond set-up services;per session/person) $100 00
Streamline-your-grants option Negotiated i
WESTAF will consult wnih the Client (in addition to set-up consultation) to determine pricing ]
improved workflows for the Client's agency Pricing is based on the complexity of the I
Client's agency's processes and number of grants
Hands-off option Negotiated
Sit bock and relax while WESTAF builds grant application(s)for you.Pricing is based on pricing
the complexity of the Client's agency's processes and number of grants.
Custom GOTM website template creation $500 00
Customized websHe template (please note:several basic templates are included in
the subscription fee) based on consultation with the Client's agency staff to create a
custom template specific to the Client's agency's needs Price includes up to five i )
mock-ups and revisions. I
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Out-of-scope fee $90-00
Project management (consuffafion per hour)
Out-of-scope fee 1120.00
Programming per hour
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APPENDIX NO.4
GOTm Service Renewal Agreement
This Renewal Agreement ("Renewal Agreement") is made this5-lday of
December 11,between the Western States Arts Federation,a Colorado nonprofit corporation
(WESTAF),and eCityGov Alliance_,a au�v le .1 a ,.r=w acting through
W A }talc rZ� 31-' 5Y (Client),to renew and ex� tend the subscription period for the
Client's use of the GOTm service from WESTAF under and to amend the terms of the GOTM,
Grants Online Subscription Service Agreement dated //4 .20_L�between WESTAF and the
Crient i"GOT"'Agreement"),as follows:
1. Renewal and Extension of Subscription. This Renewal Agreement is a renewal
agreement as referred to in the GOTm Agreement. WESTAF and Client agree to extend the
subscription under the GOTm Agreement for an additional one year subscription period
beginning on_December I � 2012_and ending on_December 'i l 2013(the
"renewed subscription period")which is a subsequent subscription period under the GOTm
Agreement.
2. Amendment of the GOW Agreement. Except as amended or modified by the
Perms of this Renewal Agreement,all of the terms and provisions of the GOT"Agreement shall
remain in effect and determine the rights and liabilities of the parties with respect to the GOTM I
service In the event of any conflict between the teems and provisions of this Renewal f
Agreement and the terms and provisions of the GOT"Agreement,the terms and provisions of j
this Renewal Agreement shall take precedence and control the meaning of the parfiies' i
agreement. Terms defined in the GOT"Agreement have the some meaning when used in this
Renewal Agreement. {I
3 Subscription during Renewed Subscription Period. The subscription during the
renewed subscription period and any other subscription period subsequent to the initial i
subscription period is the right to use the GOTm service up to the maximum limit of each ;
category of the use factors set forth in section II of the fees and rate schedule(the Client's use
parameters)during each subscription period. For all penods after the initial subscription period,
paragraph 1 of the GOTm Agreement is amended to be consistent with this paragraph 3.
4 Amendments to Appendix No.3:Fees and Rate Schedule. Appendix No.3 to the
GOTm Agreement is amended as follows for all periods after the initial subscription period:
a. Amendment to Section 1--Set-up and Subscription Fees. Section I of
Appendix No.3 is amended in its entirety to read as follows*
Section I Set-up and Subscription Fees
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Subscription Fees $9,540
WSST 9 5% $906.30
Total Year 2 Fees $10,446.30
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Set-up Fee (if
additional Grant $0
Programs are
Added)
Total per Subscription $10,446 30
Period
-7 up to—,Grants/ { -
Users
b Amendment to Section it—Client's Use Parameters. Section II of Appendix No.3 is
amended in its entirety to read as follows:
Section II Client's Use Parameters
The set-up fee and subscription fee for each subscription penod includes the right to the
following usage of the GOT"'service per subscription period
Users 500
Grants/Panels 18
Cycles (Total all 29
Grants)
Media Storage FREE 100 mb/user
E-mails sent
25,000
The Client's use of the GOT^^service in excess of the above parameters during any one
subscription period may result in additional fees as provided for in section 3 of the Agreement
"Chargeable quenes are those that have been saved in the GOTm system by for the purpose of
exporting data. Users may run as many queries as they wish at no cost,but when saved by a
user,a query will count toward the total included.Excess queries are chargeable
c Amendment to Section 6S.-� •�t�+ham Section Iof Appendix No.3 is
amended in its entirety to read as follows:
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5. Subscription Pee for Renewed Subscription Period. The subscription fee for the
renewed subscription period as set forth in the fees and rate schedule(as amended by fhis
Renewal Agreement)is$ to, Y`/h .3 which is subject to adjustment as provided by
paragraph 3.11.of the GOT'"Agreement (as amended by this Renewal Agreement).
6. Amendments to Paragraph 3 of the GOTM Agreement. Paragraphs 3.c., 3 d.and I
3.f. of the GOT"Agreement are amended in their entirety to read as follows for all periods after
the initial subscnption period:
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C. Fee Factors. Subscription fees are determined based on an
agreed level of the Client's anticipated use of the GOT" service The Client's
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level of use of the GOTM service is a function of use within the following categories
in any subscription period, (i) the number of programs and grants to be
administered through the GOTM service, (6)the total number of users, ill)the
number of cycles,forms,saved queries,reports,and rules used,created or
generated, and (iv) the number of electronic mail messages sent through the
GOT', service(use factors).
d. Client's Use Parameters. The Client's subscription is the right to
use the GOTM service up to the maximum limit of each category of the use
factors set forth in section II of the fees and rote schedule (the Client's use
parameters)during each subscription period WESTAF shall have the right and
the Client agrees that WESTAF shall have the right to monitor the level of Client's
use of the GOTm service Additionally,as provided for in sections 3f and 4a of this
Agreement,the GOTM service has the functionality to provide the Client with
notices when the Client's usage approaches the limits Of the Client's use
parameters to assist the Client in monitoring and controlling the level of its use of
the GOTM service.
I. Adjustment of Fees. If the Client's actual use of the GOT"^service
during any subscription period exceeds the Client's use parameters by more than
fifteen percent(15%)in any category of use factors,then Client shall pay WESTAF:
(i)an increased subscription fee;and (li) an increased work sample module fee If
the work sample module Is included as part of the Client's subscription and the
excess use factor is in the number of users. Any Increased subscription or work
sample module fees will be based on WESTAF's then-published prices for such
higher usage,applied as follows:
(r) it the excess usage exceeds the Client's use parameters in j
any category of use factors by more than fifteen percent (15%) (the actual
excess usage being referred to as the Client's excess usage percent),then the j
Increased fees (X)will be determined by the formula X--[A-B]x 1.2 C,where A is
the amount of the fees for the higher level of usage that corresponds to-the i
Client's actual excess usage,B is the amount of the original fees set for the Client 1
based on the Client's use parameters and C is the amount of the Client's excess
usage percent expressed as a decimal;
pi) except the increased fees (X)shall not result in the j
payment of fees by the Client that exceed the amount of the fees the Client
would have paid for the higher level of usage if that level of usage had been set I
of the beginning of the subscription period;and
(iii) once X equals or exceeds the difference between A,-B,
then increased fees(X)shall be capped of and equal to the difference between
A-B and the Client's use parameters shall be,increased to the use parameters
that corresponds to the Client's actual excess usage; I�
and except further,if WESTAF has not published standard prices for higher levels
of usage of the GOT"'service,then, at WESTAF's option,either; (x) the subscription
fee and, if applicable,the work sample module and set-up fees shall be
increased by 1 2 x C,or(y)WESTAF shall have the right to terminate the Client's
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use of the GOT"'service. Client's excess Usage shall be a breach of the terms of
this Agreement,except such breach shall be cured upon the Client's payment of
any increased fee.
If the Client is a governmental entity and sufficient funds are not committed or
appropriated under this Agreement in an amount sufficient to pay increased fees
under this paragraph 3.f.,then WESTAF's sole remedy shall be to suspend the
Client's account and/or terminate this Agreement and the Client's subscription
under the terms of this Agreement The Client acknowledges that WESTAF may
impose automated features within the GOTm service that prevent the Client and
its users from exceeding the Client's use parameters. WESTAF has no obligation to
the Crient to monitor the Client's use of or to impose features which prevent the
Client's excessive use of the GOTM service,except at the Client's request,WESTAF
Will assist the Client in setting alerts within the GOTM service which will generate
notices to the Client about the level of the Client's use of the GOTm service so
that the Client can monitor its own level of use.
7. Entire Agreement. This Renewal Agreement and the GOT"'Agreement are the
entire agreement of the parties with respect to the GOTm service.
Signed by the parties to be effective upon the last date both parties have signed this
Renewal Agreement.
eCityGov Alliance Western States Arts Federation
Client 1 (? Contractor �^
Print Name Print Name J
AAThorfzed Signature // Aut�Te�
edSignature /
Title Title
r/y/
Date Date
I
AGENCY CONTACT INFO WESTAF
e_,r-•,� G7 a u a !!;c�.c z 1743 Wazee Street,Suite 300
P. 1> 4 a o t,z- Denver,CO 80202
9,et•�- Tel:f303)629-1166 Fax.f303)629-9717
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APPENDIX 5
INSURANCE REQUIREMENTS
The Contractor shall procure and maintain for the duration of this Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in connection with
the performance of the work hereunder by the Contractor,his agents,representatives, employees
or subcontractors.The cost of such insurance shall be paid by the Contractor.Insurance shall
meet or exceed the following unless otherwise approved by the Alliance.
A. Minimum Insurance
1. Commercial General Liability coverage with limits not less than $1,000,000 per
occurrence/$2,000,000 annual aggregate.
2. Stop Gap/Employers Liability coverage with limits not less than $1,000,000 per
accident/disease,
3. Business Automobile Liability coverage with limits not less than$1,000,000 per accident
for any auto.
4. Workers' Compensation coverage as required by the Industrial Insurance Laws of the i
State of Washington.
B. Self-Insured Retentions
Self-insured retentions must be declared to and approved by the Alliance.
C. Other Provisions
Commercial General Liability(including the Products/Completed Operations Coverage)
policies shall be endorsed to:
1. Include the Alliance,its officials,employees and volunteers as additional insureds,
2. Provide that such insurance shall be primary as respects any insurance or self-insurance
maintained by the Alliance,
3. Each insurance policy shall provide that coverage shall not be canceled except after thirty
(30)days' written notice has been given to the Alliance
D. Acceptability of Insurers
Insurance shall be placed with insurers with a rating acceptable to the Alliance.
E. Verification of Coverage
Contractor shall furnish the Alliance with certificates of insurance required by this clause.
The certificates are to be received and approved by the Alliance befoie work commences
The Alliance reserves the right to require complete,certified copies of all required insurance
policies at any time.
F. Subcontractors j
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Contractor shall require subcontractors to provide coverage which complies with the
requirements stated herein
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\ REQUEST FOR MAYOR'S SIGNATURE
v K1ENT Please Fill In All Applicable Boxes
Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
Originator: Merina Hanson Phone (Originator): x 5077
Date Sent: 02-15-13 Date Required: 02-28-13
Return Signed Document to: M. Hanson CONTRACT TERMINATION DATE: 12-31-2013
VENDOR NAME: Western States Arts DATE OF COUNCIL APPROVAL:
Federation WESTAF 02-12-13
Brief Explanation of Document:
Addendum to "Go Grants" Online Subscription Service Agreement /14
The attached transfer agreement will move the contract between Westaff`An'0 O
Bellevue/eCityGov to Kent. The other participating titles will pay their ortion1of the fees to
Kent on an annual basis. The fee structure is based on the size of d e cost savings for
Kent will be over $5,000 annually. Due to the high administrative co�� ged by
eCityGov the cities determined it would be better to have the agreement b Westaff, the
vendor, and eCityGov transferred to one of the member cities. Kent volunteered ��iold the
contract.
All Contracts Must Be Routed Through The Law Department
(This area to be completed by the Law Department)
Received: FEB 15 202
Approval f RLRfMV DEPT.
Law Dept. Comments:
Date Forwarded to Mayor:
Shaded Areas To Be Completed By Administration Staff �D
Received:
�EB 2 2 201�
Recommendations and Comments:
cr-
CIV
Disposition: �z�//� �7�'®�
Date Returned: