Loading...
HomeMy WebLinkAboutCAG2020-299 - Original - System Innovators - Custom Business License & AMANDA Permitting System - 06/01/2020KEN T WASHINGTON Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor's Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Lynnette Smith IT Date Sent: Date Required: > 09/14/2020 09/21 /2020 0 Authorized to Sign: Date of Council Approval: Q Q ❑ Director or Designee ❑ Mayor AL 08/18/2020 Budget Account Number: Grant? ❑ Yes El No T20013-T20212 Budget? I] Yes ❑ No Type: Vendor Name: Category: ■ N. Harris Computer Corp (d/b/a System Innovators) Contract Vendor Number: Sub -Category: 172693 Original 0 Project Name: Master Professional Services Agreement/SOWs E = Project Details: Real-time Integration to a Custom Business License and AMANDA Permitting System c Agreement Amoun $ 132,070.00 Basis for Selection of Contractor: Other N all Start Date: 06/01/2020 Termination Date: 06/01/2022 Q Local Business? ❑ Yes ❑ No* *Ifineets requirements per KCC3.70.700, please complete "Vendor Purchase -Local Exceptions" form on Cityspoce. Notice required prior to disclosure? Contract Number: ❑ Yes 0 No CAG2020-299 Date Received by City Attorney: Comments: OK to sign 9/14/2020. Signatures are � 09/14/2020 needed on electronic pages 24, 27, 32, and 42. 30 a, •� i � 3 0 i Date Routed to the Mayor's Office: p� Vf Date Routed to the City Clerk's Office: adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements 8.G 400^ T KENT W A 5 `i I N G T G N DATE: August 18, 2020 TO: Kent City Council SUBJECT: Agreement for Consultant Services with N. Harris Computer Corp. for Continued Integration of Existing Point of Sale System - Authorize MOTION: Authorize the Mayor to sign a Master Professional Services Agreement with N. Harris Computer Corporation for professional services related to continued system integration into the City's existing point of sale system through the term of the Agreement or any negotiated extension to the extent those services can be paid for within established budgets, subject to final contract terms acceptable to the IT Director and City Attorney. SUMMARY: The City previously negotiated a series of agreements with the N. Harris Computer Corp. to install and integrate the iNovah point of sale software with existing systems located in the Finance and Police Departments. When that work was complete, the services agreement expired, while the iNovah software licensing and maintenance agreements continue to remain in effect and can be amended to add additional use of the software. The City has both current and future needs to integrate the iNovah software with several other systems throughout the City, and in order to do so, it is necessary to enter into a new professional services agreement with N. Harris Computer Corp. to retain its integration services. N. Harris Computer Corp's services are currently needed to integrate the City's business licensing and permitting systems with iNovah. Additionally, it is anticipated that future systems will also require integration. Having a Master Professional Services Agreement in place for a several year term will allow IT to more easily award any additional integration efforts necessary as more of the City's systems seek to leverage iNovah for point of sale. The Master Professional Services Agreement presented for approval would remain in effect through June 1, 2022, and provides the City with an option to renew it for one additional two-year term. The immediate work needed for the business licensing and permitting systems are explained in detail within Schedules A-1 and A-2 to the attached Master Professional Services Agreement, but are briefly summarized below. Future work would be negotiated through subsequent Statements of Work ("SOW") that would become part of the agreement once fully signed. Packet Pg. 53 8.G Schedule A-1 will integrate the City's custom -developed Business License System with iNovah and ultimately allow the Finance Customer Service group to be able to accept business license payments in person. The iNovah system will process payments and update the Business License system accordingly using real-time bidirectional integration to the City of Kent's Custom Business License System. Undertaking this effort will add Capital Asset value to the iNovah system. Schedule A-2 will integrate the AMANDA permitting system and iNovah to allow iNovah to search for customer's account and return only the currently owed fees on the customer's account. The iNovah system will process payments and update AMANDA accordingly using real-time bidirectional integration. Undertaking this effort will add Capital Asset value to the iNovah system. Deliverables under the Master Professional Services Agreement include system integration testing, end user training, and confirmation of Operational Readiness. The services under Schedule A-1 will be fully covered by existing and budgeted Finance Software Lifecycle (SLC) funds. The services under Schedule A-2 will be fully covered by existing and budgeted Economic & Community Development (ECD) SLC funds. The consultant work to be provided by N. Harris Computer Corp. through Schedules A-1 and A-2 of the Master Professional Services Agreement will cost $55,200 and $63,120, respectively, for a total cost of $118,320. Additional integration costs for this current project include licensing and support fees, to be authorized by the Mayor through amendments to those existing agreements, for a total first year project cost of $132,070. Thereafter, expenses are limited to additional annual support and maintenance costs of $13,750 to include 10% sales tax. BUDGET IMPACT: Description Cost Impact Schedule A-1 - Maintenance (Annual + 10% Tax) $5,500 Schedule A-1 - Consultant Services $55,200 Schedule A-1 Business License Sub -Total $60,700 Schedule A-2 - Maintenance (Annual + 10% Tax) $8,250 Schedule A-2 - Consultant Services $63,120 Schedule A-2 AMANDA Sub -Total $71,370 Total Software Licensing & Consultant Services $132,070 SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. Packet Pg. 54 8.G ATTACHMENTS: 1. Exhibit A-N.Harris Master Professional Services Agreement (PDF) 2. Exhibit B-Major Critical Path Business Systems Roadmap (PDF) 08/11/20 Committee of the Whole RECOMMENDED TO COUNCIL BY CONSENSUS RESULT: RECOMMENDED TO COUNCIL BY CONSENSUS Next: 8/18/2020 7:00 PM Packet Pg. 55 MASTER PROFESSIONAL SERVICES AGREEMENT THIS MASTER PROFESSIONAL SERVICES AGREEMENT made as of the _1 day of _June , _2020 ("Effective Date"). BETWEEN: N. HARRIS COMPUTER CORPORATION, A FOREIGN CORPORATION ("Harris") - and - CITY OF KENT, WA, A WASHINGTON MUNICIPAL CORPORATION ("Organization") RECITALS 1. The Organization wishes retain Harris to perform certain professional services from time to time, as set out herein in respect of certain Harris software licensed by Organization pursuant to a Software License Agreement entered into by the parties on March 6, 2018 (the "Software License Agreement"). 2. Harris provides Organization with support and maintenance services pursuant to a support and maintenance agreement executed by the parties on March 6, 2018 (the "Support and Maintenance Agreement"). NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: ARTICLE I INTERPRETATION 1.1 Definitions Throughout this Agreement, except as otherwise expressly provided, the following words and expressions shall have the following meanings: (a) "Agreement" and similar expressions mean this Master Professional Services Agreement, including all of its Schedules and 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 except where a different agreement is explicitly identified. -1- (b) "Change Order" means any written documentation between the Organization and Harris evidencing their agreement to change particular aspects of thisAgreement. (c) "Completion of Services" means that the Services are complete in accordance with the specifications set out in a Statement of Work. (d) "Designated Computer System" shall mean the Organization's platform and operating system environment which is specified in the Statement of Work for the installation and operation of the Software. (e) "Required Programs" has the meaning set out in Section 3.04 of the Software License Agreement and includes any additional required software programs set out in a Statement of Work. (f) "Services" has the meaning set out in Section 2.1 below. (g) "Software" means the Harris software products, applications or Application Programming Interface (APIs) listed in a particular Statement of Work. The term "Software" excludes any third party software except where this Agreement explicitly states otherwise. (h) "Statement of Work" means the form of statement of work appended hereto as Schedule "A" as may be executed by the parties from time to time, describing the scope of work and delineating, among other things, the Services, the associated schedule and applicable fees, as such schedule and fees may be amended or modified by written agreement of the parties. Upon full execution, a Statement of Work shall become an integral part of this Agreement. (i) "Third Party Software" means the third party software product, if any, listed in Schedule "A". (j) "Update" means a minor release of the Software which includes minor published modifications or enhancements to the Software related to a bug fix, minor additional functionality or legislative changes. An Update is designated by a change in the right -most digit in the version number (for example, a change from X.1 to X.2). (k) "Upgrade" means a major overhaul of the Software which is a complete new published version of the Software that modifies, revises or alters the Software and adds features, functionality or enhancements to such Software. An Upgrade is designated by a change in the number to the left of the decimal point in the version number (for example, a change from LX to 2.X. Terms not otherwise defined in this Agreement shall have the meaning attributed to it in the Software License Agreement. Any discrepancy between a defined term in this -2- Agreement and one in the Software License Agreement shall be resolved in favour of the definition in this Agreement, to the extent that there is an inconsistency. 1.2 Schedules The Schedules described below and appended to this Agreement shall be deemed to be integral parts of this Agreement. Schedule "A" - Sample Form Statement of Work Schedule `B" - Sample Form Change Order Schedule "C" - Insurance Requirements for Consultant Services Agreements In the event of any conflict or inconsistency between the terms and conditions in the main body of this Agreement and the terms and conditions in any Schedule, the terms and conditions of the main body of this Agreement shall control. ARTICLE II PROFESSIONAL SERVICES 2.1 Services In order to achieve the Completion of Services, Harris agrees, subject to the terms and conditions of this Agreement, to perform the following services (the "Services") to the reasonable satisfaction of the Organization in accordance with the relevant Statement of Work: (a) Oversee and implement the conversion from the Organization's existing software applications to Harris's Software. (b) Install the Software and perform necessary installation and configuration operations. (c) Provide training. (i) Harris recommends a maximum of ten (10) people in each training class for optimal training. In any training class exceeding ten (10) people, Organization may be assessed an additional charge for additional instructors. (ii) Organization is required to make copies of the training manuals required for the training classes either by photocopy or electronic duplication each of which is subject to the restrictions and obligations contained in this Agreement. (iii) On-line reference documentation is delivered with each release. Organization may print this documentation solely for its internal use. (d) The Statement of Work describes in greater detail the Services, the method by which the Services shall be performed, any acceptance testing required by Organization, and other obligations on the part of the two parties. Despite the foregoing, any warranties or representations on the part of Harris in the Statement -3- of Work are not binding on Harris and are merely provided for information purposes; the only warranties and representations provided by Harris in respect of the Services and this Agreement are found in Article III. 2.2 Term of Agreement The term of this Agreement shall commence on the Effective Date and shall continue in force through June 1, 2022, with an option, at the City's sole discretion, to renew for an additional Two (2) year term. This Agreement shall terminate automatically upon either the expiration of this Agreement's term or upon the expiration or termination of the last effective Statement of Work executed under this Agreement, whichever event occurs first, unless terminated earlier as provided for by this Agreement. No Statement of Work may exceed the term of this Agreement. 2.3 Performance by Harris (a) Harris's Discretion — Harris agrees that its services shall be performed timely, in a professional manner, and in accordance with industry practices in effect at the time those services are performed, by qualified personnel familiar with the software and its operation. Harris shall not be responsible for any delays to the project schedules as a result of the actions or omissions by Organization or any third parties, excluding Harris' subcontractors or other agents. Harris shall determine in its sole discretion the manner and means by which the Services shall be performed, with due consideration of Organization's concerns. Organization acknowledges that Harris has expertise in providing the Services. (b) In addition to any other duties provided for under this Agreement, Harris shall manage the delivery, installation, and configuration of the system and the performance of all services in connection therewith as described in, and in conformance with, the attached and incorporated Schedule A, Statement ofWork. (c) Throughout integration Harris will promptly correct all defects to the extent those defects originate from the acts or omissions of Harris' Software, products, personnel, or subcontractors. Harris agrees to notify the Organization in writing of all material defects, whether discovered by other parties or by Harris, within 10 business days of their discovery and fix the problem within a commercially reasonable time. If Harris is unable to fix the problem, then Harris shall provide a work around acceptable to the Organization. A defect is considered material if it has the potential to delay or inhibit the primary functionality of the Software or if said defect has the potential to corrupt Organization data. (d) Harris understands and agrees that its staff members in key roles will remain on this project, that their level of involvement will not decrease beyond that proposed, and they will not be reassigned or replaced by less proficient Harris staff through integration of the system. Any proposal by Harris for changes to, or replacement or substitution of, key Harris staff for any reason throughout the duration of the project must be submitted to the Organization for review and approval. Approval shall not be unreasonably withheld. Key Harris staff for this project have been identified as the persons performing the following roles: project manager, technical lead, and end -user trainer. (e) Conduct on Organization's Premises -- The Services shall be performed with the Organization's full co-operation, on the premises of the Organization or, if agreed to by both parties, at an alternative location. Harris agrees, while working on the Organization's premises, that Harris and its personnel shall observe the Organization's rules and policies, administrative codes, and ethics codes relating to security thereof, access to or use of all or part of the Organization's premises and any of the Organization's property, including proprietary and confidential information, so long as Harris is provided with such rules, policies, and codes in advance of Harris's and its personnel's attendance at Organization's premises. (f) Independence -- As an independent consultant, Organization retains Harris on an independent contractor basis and not as an employee. (g) Maintenance and Inspection -- Harris shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Harris shall allow a representative of Organization, no more than once in a calendar year, during normal business hours and with adequate notice, to examine, audit, and make transcripts or copies of such records and any other documents created, pursuant to the Agreement. Harris shall allow inspection of all work, data, documents, proceedings, and activities related to the agreement for a period of two (2) years from the date of final payment under this Agreement unless Harris is required to maintain such records pursuant to any law or regulation for a further period of time, after which Harris shall be permitted to destroy all such information. 2.4 Performance by Organization (a) Co-operation by Organization -- The Organization acknowledges that the success and timeliness of the delivery of the Services shall require the active participation and collaboration of the Organization and its staff and agrees to act reasonably and co-operate fully with Harris to achieve the Completion of Services. (b) Required Programs and Hardware -- The Organization acknowledges that in order for Harris to supply the Services that the Required Programs shall be installed and operational prior to Harris beginning the Services. The Organization further acknowledges that the operation of the Software requires the Organization's hardware to be of sufficient quality, condition and repair, and the Organization agrees to maintain its hardware in the appropriate quality, condition and repair at its sole cost and expense, in order to permit Harris to provide the Services. If the Organization has not properly installed the Required Programs and/or the hardware is of insufficient quality, condition and repair, Harris shall have the right to suspend the Services and the related scheduled time frames until Organization complies with the requirements of this Section 2.3(b) to Harris's reasonable satisfaction. -5- (c) Project Manager -- The Organization shall appoint a project manager (the "Project Manager") who shall work closely with Harris to facilitate the successful delivery of the Services and who shall be responsible for supervising the staff of the Organization and their co-operation with and participation in the delivery of the Services. The Project Manager's duties shall be delineated in the Statement of Work. (d) Compliance — The Organization shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Software, including without limitation those related to privacy, electronic communications and anti-spam legislation. Organization is responsible for ensuring that its configuration and use of the Software to store or process credit card data complies with applicable Payment Card Industry Data Security Standards ("PCI DSS") and The Fair and Accurate Credit Transactions Act ("FACTA") requirements and shall not store credit card and social security data in the system except in the designated encrypted fields for such data. (e) Additional Organization Obligations (i) Organization shall install all Updates within a reasonable period of time of Organization's notification of their availability. However, any Update or other fix or correction designated as "critical" by Harris shall be implemented by Organization within thirty (30) days of notification to the Organization by Harris of its availability. (ii) Organization shall notify Harris of suspected defects in any of the Software supplied by Harris. Organization shall provide, upon Harris's request, additional data deemed necessary or desirable by Harris to reproduce the environment in which such defect occurred. (iii) Organization shall allow the use of online diagnostics on the Software supplied by Harris to Organization, if required by Harris during problem diagnosis. Organization shall provide to Harris, at Organization's expense, access to the Designated Computer System via the Organization's firewall to communications software (e.g. PC Anywhere, WebEx, Web Demo). (iv) Organization shall ensure that its personnel are, at relevant stages of the project, educated and trained in the proper use of the Software in accordance with applicable Harris manuals and instructions. If Organization's personnel are not properly trained as mutually determined by Harris and Organization, acting reasonably, Organization agrees that such personnel will be trained by Harris or Organization within fifteen (15) days of determination. If Organization desires Harris to perform the required training then Harris shall be compensated in accordance with this Agreement. M (v) Organization is solely responsible for the ongoing backup of all data. Organization shall establish proper backup procedures necessary to replace critical Organizational data in the event of loss or damage to such data from any cause. Organization acknowledges that Harris is not backing up any data under this Agreement and that any loss of data as a result of the Services is entirely an issue to be addressed by Organization and not Harris. (vi) Organization shall provide Harris with access to qualified functional or technical personnel to aid in diagnosis and to assist in repair of the Software in the event of error, defect or malfunction. (vii) Organization shall execute a form provided by Harris that states that the Completion of Services has been achieved, and that the integration of the Software is working as intended and meets Organization's expectations. Where the Organization has not executed such a form and has provided no information as required under subsection (viii) (B) below, then the Organization is deemed to have executed such document and Completion of Services is deemed to have occurred on the date the form was first provided to Organization. (viii) Organization shall have the sole responsibility for: (A) the performance of any tests it deems necessary prior to the use of the Software; (B) providing information to Harris in respect of a form providedunder subsection (vii) above where Organization disputes that the Completion of Services has been achieved. The information must be detailed enough to specifically document what functionality that is described in the Statement of Work has not been met, which acceptance tests' failures demonstrated that such functionality was not met, and the anticipated outcome from Organization regarding the acceptance test that was performed. Once any disputed issues are resolved to Organization's reasonable satisfaction, Organization shall be presented the applicable form again and shall execute such form within ten (10) days, the failure of which shall deem the form to have been executed on the date first provided to Organization. Organization agrees that a dispute can only relate to issues that are directly related to an acceptance test that is detailed in the Statement of Work; (C) assuring proper Designated Computer System installation, configuration, verification, audit controls and operating methods; (D) implementing proper procedures to assure the accuracy of any input and the reviewing of output, and implementing procedures to restart the Designated Computer System for recovery in the event of -7- malfunction/error; (E) timely upgrade and keeping current all third party releases and/or software/hardware products and related license rights to meet the requirements of the Software; and (F) maintaining proper configuration settings of the Software to ensure use of the Software in compliance with applicable laws, including performing re -validation of configuration settings following the installation of any Updates or Upgrades. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 Warranty Harris represents and warrants that all services shall be provided in a timely manner in accordance with Schedule A, Statement of Work, with a reasonable standard of care, in a workmanlike and professional manner, and consistent with generally accepted industry standards. Each of Harris' representatives and agents assigned to perform services under this Agreement shall be fully qualified, experienced, and technically trained, and shall perform the services in a reasonably cost-efficient manner. Harris shall have no liability hereunder if the Organization has modified the Software in any manner without the prior written consent of Harris. 3.2 No Other Warranties TO THE GREATEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN SECTION 3.1, THE SERVICES ARE PROVIDED TO THE ORGANIZATION "AS IS" AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. HARRIS, ITS LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS REGARDING THE SERVICES, SOFTWARE AND MATERIALS PROVIDED HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON -INFRINGEMENT. HARRIS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES SHALL MEET ANY OR ALL OF THE ORGANIZATION'S PARTICULAR REQUIREMENTS, OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED. WE NO AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SIGNING OFFICER OF HARRIS. ARTICLE IV FEES AND PAYMENTS 4.1 Fees and Payments (a) The Organization agrees to pay Harris those fees as the parties may agree in a Statement of Work. The fee structure and payment schedule for particular Services shall be outlined in a Statement of Work. The fees set out in a Statement of Work shall include any applicable taxes. Organization agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property, sales and any other taxes, tariff, duty or similar charges that may be levied by a taxing authority (excluding taxes on Harris' net income). (b) As approved by the Organization in advance, the Organization shall reimburse Harris for (1) its direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and(5) all other reasonable expenses incurred in the performance of Harris's duties including courier services and documentation copying or production. These costs are excluded from the total fees described in Section 4.1 (a). These fees and rates and those expenses that are reimbursable will be detailed in the applicable Statement of Work agreed to by the parties and will be based on Harris' then current fees and rates. (c) During the term of this Agreement and in accordance with the agreed Statement of Work, Harris shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Harris that is proper and undisputed by Organization shall be due and payable upon receipt thereof by Organization. (d) In the event Organization fails to pay all or any portion of an invoice on or before thirty (30) days after the date it becomes due, in addition to all other remedies Harris has under this Agreement or otherwise, Harris shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices and other ongoing fees, including any applicable late charges. Where the Services are suspended, all related scheduled time frames shall be suspended and extended as necessary. (e) Any fees based on a fixed price arrangement are provided based on Harris' fees as applicable at the time the parties negotiate a particular Statement of Work. Any delays that result from Organization's actions, inaction, or requests for modifications — whether incorporated into a Change Order or not — will affect the basis on which Harris provided the fixed price; and as such, Harris reserves the right to charge for additional time and expenses where the duration of the Statement of Work is extended as a result of Organization's actions, inaction, or requests for modifications. 4.2 Change Orders With respect to any proposed changes to the Services defined by this Agreement, the parties will cooperate in good faith to execute Change Orders in respect thereof, and will not unreasonably withhold approval of such proposed changes. If either party causes or requests a change that, in the reasonable opinion of the other party, materially impacts the scope of the parties' work effort required under this Agreement, such as, but not limited to, changes in the allocation of the resources of the Organization and of Harris applied to a task, changes in completion schedules for individual tasks or for overall implementation of any particular Services, and changes in staffing that require a party to provide additional work hours, the other party may propose a change to cover the additional work effort required of it. Approval of any such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes may require modifications to the consideration paid, and timelines governing, the Services), and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in good faith by the parties to resolve any such matters in dispute. A sample change order is presented in Schedule `B". ARTICLE V REMEDIES AND LIABILITY 5.1 Remedies and Liability (a) Termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. (b) Harris shall indemnify, defend and save harmless Organization, its officers, officials, employees and agents, from and against any and all losses, liabilities, damages, costs, assessments, expenses (including, without limitation, interest, penalties, fines, expert fees and reasonable attorneys' fees), incurred in connection with any and all third -party causes of action, claims, demands, actions, suits, proceedings, settlements and judgments (collectively, "Claims") which Organization may incur or suffer or be put to by reason of or in connection with or arising directly or indirectly from any negligent acts or omissions of Harris, orany wrongful act or willful misconduct of Harris, its officers, employees, agents or subcontractors which relates to this Agreement, however arising, except to the extent that such Claims result from, in whole or in part the negligence, unlawful or wrongful acts or omissions of the Organization or any other person acting in concert -10- with them. This indemnity is only effective where (i) Organization has provided reasonably prompt notice of the claim, action or demand to Harris; (ii) Organization has not made any admissions of liability or settlement offers either prior to or after providing notice to Harris of the applicable claim except with Harris's prior written consent, except to the extent required by applicable law, (iii) Harris has sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; (iv) Organization provides reasonable assistance to Harris, at Harris's expense throughout the action or proceeding; and (v) Organization may, at Organization's sole cost and expense, retain counsel of its own choosing who shall be permitted to attend settlement conferences and hearings or other court appearances and hearings (except where the court has specifically ordered otherwise) related to the proceeding. The Organization's inspection or acceptance of any of Harris' work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Harris refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on Harris' part, then Harris shall pay all the Organization's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the Organization's legal costs and fees incurred because there was a wrongful refusal on Harris' part. The provisions of this section shall survive the expiration or termination of this Agreement. (c) The Organization and Harris recognize that circumstances may arise entitling the Organization to damages for breach or other fault on the part of Harris arising from this Agreement. The parties agree that in all such circumstances the Organization's remedies and Harris's liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement. (i) BOTH PARTIES AGREE THAT, EXCEPT FOR INDEMNIFIED CLAIMS OR DAMAGES ARISING OUT OF (i) DAMAGE TO - 11 - TANGIBLE PROPERTY, (ii) INJURY OR DEATH TO PERSONS, OR (iii) INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF HARRIS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERSAND ORGANIZATION'S EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY HARRIS IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID BY ORGANIZATION TO HARRIS PURSUANT TO THE RELEVANT STATEMENT OF WORK. (ii) IN ADDITION TO THE FOREGOING, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HARRIS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS BE LIABLE TO ORGANIZATION FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR AGGRAVATED DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION FOR LOSS OF REVENUE, LOSS OF PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, COSTS OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. (iii) CLAUSES (a) AND (b) SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND, ACTION, OR PROCEEDING HOWSOEVER ARISING BY A PARTY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND, ACTION, OR PROCEEDING INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, RESCISSION OF CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), BREACH OF TRUST, OR BREACH OF FIDUCIARY DUTY, EVEN IF HARRIS HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH DAMAGES OR SUCH LOSS OR DAMAGE IS FORSEEABLE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (d) Harris shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Schedule "C" attached and incorporated by this reference. -12- 5.2 Allocation of Risk The parties agree that the limited warranties, disclaimers and limitation of liability as set out in in this Agreement are fundamental elements of the basis of bargain between Harris and Organization and set forth an allocation of risk reflected in the fees and payments hereunder. 5.3 Remedies Where remedies are expressly afforded by this Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of the Organization for liabilities of Harris arising out of or in connection with this Agreement, notwithstanding any remedy otherwise available at law or in equity. ARTICLE VI GENERAL 6.1 Force M ai eure Except for Organization's failure to make any payments owing under this Agreement when due, neither party shall be liable for delay or failure in performance resulting from acts beyond the control of such party including, but not limited to, acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster, acts of government, strike, walkout, communication line or power failure, failure in operability or destruction of the Organization's computer, or failure or inoperability of any software other than the Software. Any applicable delivery schedule shall be extended by a period of time equal to the time lost because of any such delay. Both parties represent to the other that at the time of signing this Agreement or any Statement of Work, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any social restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is affected by a force majeure event provided forherein, the party whose performance is affected shall promptly notify the other party of the existence and nature of any delay. Any excuse from liability shall be effective only to the extent and duration of the event causing the failure or delay in performance and, provided, that the party delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. 6.2 Confidentiality The parties each acknowledge that each party may receive Confidential Information from the other party or otherwise in connection with this Agreement. Each of the parties agree: (i) this Section 6.2 applies to records prepared, owned, used, or retained by the Organization that contain Confidential Information only to the extent that such -13- provision is consistent with the Public Records Act, Chapter 42.56 of the Revised Code of Washington ("RCW"); if Harris has identified any record as containing Confidential Information, the Organization will: (a) use its best efforts to give Harris notice of a public records request or subpoena that seeks such Confidential Information, and (b) provide Harris a reasonable time period under the circumstances to obtain an injunction to enjoin the Organization from disclosing the requested Confidential Information to the party who has requested it. Regardless of any other provision in this Agreement to the contrary, the Organization will not assert on Harris' behalf any exemption on the basis of the record's confidential or proprietary nature. Harris agrees to hold the City harmless from any damages, claims, or attorneys' fees that may be incurred by or assessed against the City and related to Harris' pursuit of an injunction to enjoin the City's disclosure of the requested record or information; except as otherwise provided for in this Agreement, to maintain the Confidential Information of the other party in confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential Information of the other party from unauthorized use, disclosure, copying or publication; (iv) not to use the Confidential Information of the other party other than in the course of exercising its rights or performing its obligations under this Agreement; (v) except as otherwise provided above, not to disclose or release such Confidential Information except to the extent required by application law or during the courses of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that the receiving party shall first give reasonable notice to the disclosing party prior to such disclosure so that the disclosing party may obtain a protective order or equivalent and provided that the receiving party shall comply with any such protective order or equivalent; (vi) not to disclose or release the Confidential Information to any third person without the prior written consent of the disclosing party, except for authorized employees or agents of the receiving party who have a need to know such information for the purpose of performance under this Agreement and exercising its rights under this Agreement, and who are bound by confidentiality obligations at least as protective of the disclosing parry's Confidential Information as this Agreement; and (vii) to take all appropriate action, whether by instruction, agreement or otherwise, to ensure that employees and third persons under the direction or control or in any contractual privity with the receiving party, who have access to Confidential Information do not disclose or use, directly or indirectly, the Confidential Information for any purpose other than for performing obligations or exercising rights of the receiving party under this Agreement, without first obtaining the written consent of the disclosing party. -14- 6.3 Cancellation and Termination (a) Cancellation of any on -site Services by Organization is allowed for any reason if done in writing more than fourteen (14) days in advance of such Services. Organization will be billed for any non -recoverable direct costs incurred by Harris that result from a cancellation by Organization with fourteen (14) days or less of scheduled on -site Services. Additionally, Organization hereby acknowledges that cancellation of on -site Services means that such on -site Services will be rescheduled as Harris's then current schedule permits. Harris is not responsible for any delay in Organization's project resulting from Organization's cancellation of Services. If upon Harris arrival, the Organization is not adequately prepared orhas not completed the assigned tasks for such visit by Harris, then the Organization will be billed 100% of the on -site fee and scheduled on -site Services can be cancelled by Harris. If additional Services are required because the Organization was not adequately prepared, Harris will provide a Change Order to the Organization for the additional Services. (b) This Agreement shall commence on the Effective Date and shall terminate at the end of its term as provided for in Section 2.2 of this Agreement, or upon ninety (90) days' written notice by either party, provided however, that if there remains a Statement of Work after such notice of termination, , then this Agreement shall be extended until the Completion of Services applicable to such Statement ofWork. (c) If Harris should neglect to perform the Services properly or otherwise fail to comply with the requirements of this Agreement, the Organization must notify Harris in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, Harris must either correct the default at no additional cost to the Organization, or issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If Harris fails to (i) issue a notice disputing the alleged default within such thirty (30) day period; or (ii) correct the default within ninety (90) days following receipt of the Default Notice, effective upon written notice to Harris the Organization may terminate the whole of this Agreement or the applicable Statement of Work and in such case the Organization will be responsible for payment to Harris of only that part of the fee earned by Harris for those Services performed up to the time of communication of such notice of termination to Harris. (d) If the Organization should fail to comply with its obligations under this Agreement, Harris must notify the Organization in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, the Organization must correct the default at no additional cost to Harris, or issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If the Organization fails to (i) issue a notice disputing the alleged default within such thirty (30) day period; or (ii) correct the default within ninety (90) days following receipt of the Default Notice, Harris may terminate the whole of this Agreement effective upon written notice to Organization and in such case the Organization will be responsible for payment to Harris of only that part of the -15- fee earned by Harris for that part of the Services performed in accordance with this Agreement up to the time of communication of such notice of termination to the Organization. (e) If Organization has failed to pay the fees or other amounts due in accordance with Article 4.2 then Harris shall have the right to terminate this Agreement effective immediately upon written notice to Organization to that effect. (f) Notwithstanding any other provision of this Agreement, if the Organization breaches (i) any intellectual property right of Harris; or (ii) its confidentiality obligations under Section 6.2, then Harris shall have the right to terminate this Agreement effective immediately upon written notice to Organization to that effect and the license rights granted herein shall immediately terminate. (g) Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not resolved favourably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. (h) The termination or expiration of this Agreement following the Completion of Services shall not affect the rights of either party in either the Support and Maintenance Agreement or the Software License Agreement. This Agreement shall automatically terminate in the event that the Software License Agreement is terminated or expires. 6.4 Resolution of Disputes If the parties are unable to settle any dispute, difference, or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall only be by filing suit exclusively under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the Organizations right to indemnification under Section 5.1(b) of this Agreement. 6.5 Addresses for Notice Any notice required or permitted to be given to any party to this Agreement shall be given in writing and shall be delivered personally, mailed by prepaid registered post or sentby facsimile to the appropriate address or facsimile number set out below. Any such notice shall be conclusively deemed to have been given and received on the day on which it is delivered or -16- transmitted (or on the next succeeding business day if delivered or received by facsimile after 5:00 p.m. local time on the date of delivery or receipt, or if delivered or received by facsimile on a day other than a business day), if personally delivered or sent by facsimile or, if mailed, on the third business day following the date of mailing, and addressed, in the case of Harris, to: N. HARRIS COMPUTER CORPORATION 1 Antares Drive, Suite 400 Ottawa, Ontario K2E 8C4 Attention: CEO Telephone: 613-226-5511, extension 2149 and in the case of the Organization, to: City of Kent Information Technology 220 4th Ave S Kent, WA. 98032 Attention: ITA@kentwa.gov Telephone: 25 3 -8 5 6-4600 Each party may change its particulars respecting notice, by issuing notice to the other party in the manner described in this Section 6.5. 6.6 Assiimment Neither party may assign any of its rights or duties under this Agreement without the prior written consent of the other parry, such consent not to be unreasonably withheld, except that either party may assign to a successor entity in the event of its dissolution, acquisition, sale of substantially all of its assets, merger or other change in legal status. The Agreement shall inure to the benefit of and be binding upon the parties to this Agreement and their respective successors and permitted assigns. 6.7 Reorganizations The Organization acknowledges that where a "Reorganization" occurs as that term is defined in the Software License Agreement, the same provisions related thereto shall apply to this Agreement. The application of a Reorganization may result in a change in the fees provided for in these provisions. 6.8 Entire Agreement This Agreement shall constitute the entire agreement between the parties hereto with respect to the matters covered herein. No other understandings, agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of Harris by any of its employees or agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. Organization -17- acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein. However, the parties agree that two other agreements are being entered into concurrently with this Agreement which are in addition to any of the third party agreements detailed herein. These two other agreements are the Support and Maintenance Agreement and the Software License Agreement, each of which are separate agreements and are binding in their own right and upon their own terms. The terms of this Agreement may not be changed except by an amendment signed by an authorized representative of each party. No provisions in any purchase orders, or in any other documentation employed by or on behalf of the Organization in connection with this Agreement, regardless of the date of such documentation, will affect the terms of this Agreement, even if such document is accepted by Harris, with such provisions being deemed deleted. 6.9 Section Headinizs Section and other headings in this Agreement are for reference purposes only, and are in no way intended to describe, interpret, define or limit the scope or extent of any provision hereof. 6.10 Governing Law This Agreement shall be governed by the laws of the State of Washington and the federal laws of the United States applicable therein. This Agreement excludes the Uniform Commercial Code and the United Nations Convention on Contracts for the International Sale of Goods (UNCCISG and any legislation implementing such Convention), if otherwise applicable. 6.11 Trial by Jury Organization and Harris hereby waive, to the fullest extent permitted by applicable law, the right to trial by jury in any action, proceeding or counterclaim filed by any party, whether in contract, tort or otherwise, relating directly or indirectly to this Agreement or any acts or omissions of Harris in connection therewith or contemplated thereby. 6.12 Attorneys' Fees Subject to the indemnification provisions set forth in this Agreement, if any action or suit is brought with respect to a matter or matters covered by this Agreement, each party shall be responsible for all of its own costs and expenses incident to such proceedings, including reasonable attorneys' fees and costs. 6.13 Public Records Act Harris acknowledges that the Organization is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by Harris, and used by the Organization, may be subject to public review and disclosure, even if those records are not produced to or possessed by the Organization. As such, Harris agrees to cooperate fully with the Organization in satisfying the Organization's duties and obligations under the Public Records Act. 6.14 Invalidi The invalidity or unenforceability of any provision or covenant contained in this Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed modified to the extent necessary in order to render such provision valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. 6.15 Waiver No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving parry. 6.16 Counteraarts This Agreement may be executed in counterparts (whether by facsimile or PDF signature or otherwise), each of which when so executed shall constitute an original and all of which together shall constitute one and the same instrument. 6.17 Survival Article 1, Section 3.2, Section 4.1 and Articles V and VI and any other provisions which are required to ensure that the parties fully exercise their rights and obligations hereunder shall survive the termination and/or expiration of this Agreement. 6.18 Competitive Bid Organization has conducted a competitive evaluation and has concluded such efforts with this negotiated Agreement (including any addenda hereto); therefore, thisAgreement may serve as the basis for similar agreements whereby other entities may contract separately with Harris. Organization agrees that Harris may disclose all or any portion of this Agreement to any of its current or prospective customers. 6.19 Further Assurances The parties shall do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated hereby, and each party shall provide such further documents or instruments required by any other party as may be reasonably necessary or desirable to effect the purposes of this Agreement and carry out its provisions. 6.20 Currency All amounts specified in this Agreement shall be in United States currency. -19- 6.21 Relationship The parties are and shall at all times remain, independent contractors in the performance of this Agreement and nothing herein shall be deemed to create a joint venture, partnership or agency relationship between the parties. Neither party will have the power to bind the other party or to contract in the name of or create any liability against the other party in any way for any purpose. Neither party will be responsible for the acts or defaults of the other party or of those for whom the other party is in law responsible. 6.22 Eauitable Relief Organization acknowledges and agrees that it would be difficult to compute the monetary loss to Harris arising from a breach or threatened breach of this Agreement and that, accordingly, Harris will be entitled to specific performance, injunctive or other equitable relief in addition to, or instead of monetary damages in the event of a breach or threatened breach of this Agreement by Organization. 6.23 Lan ug_ag_e The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only. IN WITNESS WHEREOF the parties hereto have duly executed this Professional Services Agreement to be effective as of the Effective Date first written above. N. HARRIS COMPUTER CORPORATION Per: N e. Je4ey Sumner Title: Executive Vice President CITY OF KENT, WA Per: � Name: Dana R 1p- h` Title: Mayor -20- S2464 Schedule "A" — Appendix A-1 STATEMENT OF WORK iNovah real-time integration to a Custom Business License System This Statement of Work is issued pursuant to and is subject to and governed by the terms and conditions of the Master Professional Services Agreement executed by City of Kent ("Organization") and N. Harris Computer Corporation ("Harris" or "System Innovators") on June 1, 2020 (the "MPSA"). Upon full execution, this Statement of Work shall become an integral part of the Master Professional Services Agreement and its Schedule A. (Defined terms used in this Statement of Work and not defined herein, have the meanings given to them by the MPSA) Phase 1- Initiation, Kickoff and Planning Services $5,520.00 Phase 2 - Analysis and Design Services $13,800.00 Phase 3 - Development and Configuration of iNovah and Interfaces $22,080.00 Phase 4 - Testing: Integration, Functional and User Acceptance Testing $8,280.00 Phase 5 - Deployment to Production and Go -Live $2,760.00 Phase 6 - Transition: Go -Live Support and Transition to Organization Services $2,760.00 Subtotal: $55,200.00 Notes • System Innovators' pricing does not include the cost for changes to 3rd party systems. • Travel to the Organization's location must be mutually approved and will be billed as incurred if required. Assumptions 1. The Organization acknowledges this project is fixed in scope and duration as defined in the attached Appendix A. Modifications to the scope, duration, and other terms of this agreement will be processed in accordance with the Project Change Control procedure as described herein. 2. The Organization will employ the human resources necessary to ensure the project is successfully completed on schedule. These resources will include 1) a Project Manager who has the authority to represent the Organization in all aspects of this agreement 2) subject matter experts who can define the requirements and business rules that dictate the design of the customizations; and 3) technical staff who can provide System Innovators with support for the Organization's computing environment (personal computers, servers, network, software, and so forth) as well as technical support for third -party systems that interface with System Innovators' software. -21 - 3. The Organization or Organization's delegate will produce a tested and documented application programming interface (API) to any application to be interfaced with System Innovator products and/or software. 4. The Organization will provide System Innovators with remote access to their computing environment so that System Innovators may support the Organization with delivery, implementation, and testing of the customized software. System Innovators' access to the Organization's computing environment may be accomplished through such means as a high-speed virtual private network (VPN) or an Internet -based remote access tool (such as Go To Meeting or Turbo Meeting). 5. The Organization will provide a fully functional test system including hardware, software, documentation and any system software and/or upgrades necessary to complete acceptance testing. 6. The Organization will install and configure all required personal computers, hardware, software, and communications networking in advance of planned delivery of Systems Innovator's software and/or services. The Organization will inform System Innovators of any changes related to their system configuration. 7. The Organization will prepare an acceptance test plan and test scripts, perform acceptance testing, and report test results and identified defects to the Systems Innovator Project Manager within the specified timeline agreed upon in the project plan. a. Defect Criteria - Any issue identified during the execution of test scripts during any of the test phases will be assigned a severity level from one to four (defined below) if the issue is a defect. A defect is defined as an item that does not function as designed. The source of truth for the design is the associated functional or integration specification. b. The standard System Innovators Defect severity levels are defined as follows: i. Severity 1 — Blocking defect associated with a critical functionality preventing continuation of the testing scenario; no workaround available i i. Severity 2 — Defect associated with a critical functionality; a workaround is available iii. Severity 3 — Defect associated with non -critical functionality iv. Severity 4 — Cosmetic defect Payment Schedule This schedule represents the fixed -price professional services investment for the design, development, coding, testing, and implementation the requested modification described in the Statement of Work. This investment will be paid in installments based on the milestones identified in the following payment schedule. PAYMENT NUMBER I 1 MILESTONES.. Phase 1: Project Initiation - Due Upon Phase Start $5,520.00 I2 Phase 2: Analyze and Design - Due Upon Phase Start $13,800.00 I3 Phase 3: Development - Due Upon Phase Start $22,080.00 I4 Phase 4: Testing - Due Upon Phase Start $8,280.00 I5 Phase 5: Deployment - Due Upon Phase Start $2,760.00 I6 Phase 6: Transition - Due Upon Phase Start $2,760.00 L Total Professional Service Fees .— $55,200.00 -22- Project Change Control All change requests will be submitted in writing, and they will describe the change, the rationale. The party requesting the change shall deliver the change request to the other party for evaluation, and ultimately, for acceptance or rejection. The receiving party will provide a written summary of impacts including changes to scope, duration, and cost. Both the Systems Innovators Project Manager and the Organization Project Manager must approve each change before amending the Agreement and implementing the change. The terms of a mutually agreed upon Amendment will prevail over those of this Agreement or any previous Amendments. Signature Block By signing below, Organization authorizes System Innovators to proceed with the efforts necessary to perform the Services set out in this Statement of Work. Kent, City N. Harris Computer Corporation Agreed to: by its duly authorized representative: by its duly authorized representative: Dana Ralph Donald Schulte Title: Mayor Senior Account Executive Signature: - � Doi scI"G&e Date: 09/ 18/2020 Ship to Information: Deliver to Name: Address: City/State/ Zip: July 21, 2020 Billing Information: Bill to Name: E-mail: Phone N o.: Phone No.: PO No.: - 23 - Appendix A-1 Summary This is a high-level requirements document outlining additional interface needed between iNovah (System Innovators, a Harris Company) and a Custom Business License system developed by the City of Kent. This interface is part of the Kiva replacement project. The interface will also require a corresponding setup with OrbiPay (Alacriti), which is separate from iNovah and considered outside the scope of this Statement of Work. The OrbiPay interface will be considered a standalone additional service request and require a separate Addendum to the existing contracts between the City of Kent and System Innovators / the City of Kent and Alacriti. Description of Work • This interface will mirror the existing B&O interfaces. • Business License System's online portal will utilize OrbiPay for online payments (this will be provided by City of Kent Online Payment Service as a wrapper which communicates to iNovah through iNovah's Public application programming interface (API)). • Business License System's online portal will utilize iNovah for recording online payments (this will be provided by City of Kent Backend Payment Service as a wrapper which communicates to iNovah through iNovah's Public API). • iNovah will process payments and update the Business License system accordingly using real-time integration to the City of Kent's Custom Business License System. • The integration will consist of a single SQL Server view or stored procedure for the following processes: o inquiry o lookup o payment update o payment reversal • A single iNovah Payment Allocation clearing account will be assigned to the Business License Payment. Business System Description iNovah Interface OrbiPay Interface City of Kent Business Custom developed iNovah interfaces OrbiPay interfaces License System online portal for with the City of Kent with the City of Kent application and Business License Business License payment of business System indirectly System indirectly licenses (replaces through the City of through the City of Kiva) Kent Backend Kent Online Payment Payment Service API Service API Assumes a separate Partner Id will be configured by Alacriti so it can be associate to the new iNovah Business License Payment Code. -24- VNovah �INI- � ISiva ReplacementExpwt uL lies R— lNmh —Ily impwd lmo JDE[onsife t>Ay memay JDE AMANDA City & Hent PofMitf 9aekem Payment Service GX RIU Up— ..0 Citizen Portal business R 1 ASR A2 Occupation he System �� [ity of nem P ine Payment Service BLs M ilky` Ruslnass Li�6ng9 F tility sauna DalaNOW ymem[Portel System [u[il ily bIIllYpj ASR M1 U,WPay L J (online payments] -25- S2464 Schedule "A" — Appendix A-2 STATEMENT OF WORK iNovah real-time integration to Amanda Permitting System This Statement of Work is issued pursuant to and is subject to and governed by the terms and conditions of the Master Professional Services Agreement executed by City of Kent ("Organization") and N. Harris Computer Corporation ("Harris" or "System Innovators") on June 1, 2020 (the "MPSA"). Upon full execution, this Statement of Work shall become an integral part of the Master Professional Services Agreement and its Schedule A. (Defined terms used in this Statement of Work and not defined herein, have the meanings given to them by the MPSA) Phase 1- Professional Services Initiation, Kickoff and Planning Services $6,220.00 Phase 2 - Analysis and Design Services $17,550.00 Phase 3 - Development and Configuration of iNovah and Interfaces $25,800.00 Phase 4 - Testing: Integration, Functional and User Acceptance Testing $7,330.00 Phase 5 - Deployment to Production and Go -Live $3,110.00 Phase 6 - Transition: Go -Live Support and Transition to Client Services $3,110.00 Subtotal: $63,120.00 Notes • System Innovators' pricing does not include the cost for changes to 3rd party systems. • Travel to the Organization's location must be mutually approved and will be billed as incurred if required. Assumptions 1. The Organization acknowledges this project is fixed in scope and duration as defined in the attached Appendix A. Modifications to the scope, duration, and other terms of this agreement will be processed in accordance with the Project Change Control procedure as described herein. 2. The Organization will employ the human resources necessary to ensure the project is successfully completed on schedule. These resources will include 1) a Project Manager who has the authority to represent the Organization in all aspects of this agreement 2) subject matter experts who can define the requirements and business rules that dictate the design of the customizations; and 3) technical staff who can provide System Innovators with support for the Organization's computing environment (personal computers, servers, network, software, and so forth) as well as technical support for third -party systems that interface with System Innovators' software. 3. The Organization or Organization's delegate will produce a tested and documented application programming interface (API) to any application to be interfaced with System Innovator products and/or software. 4. The Organization will provide System Innovators with remote access to their computing environment so Mom- that System Innovators may support the Organization with delivery, implementation, and testing of the customized software. System Innovators' access to the Organization's computing environment may be accomplished through such means as a high-speed virtual private network (VPN) or an Internet -based remote access tool (such as Go To Meetingor Turbo Meeting). 5. The Organization will provide a fully functional test system including hardware, software, documentation and any system software and/or upgrades necessary to complete acceptance testing. 6. The Organization will install and configure all required personal computers, hardware, software, and communications networking in advance of planned delivery of Systems Innovator's software and/or services. The Organization will inform System Innovators of any changes related to their system configuration. 7. The Organization will prepare an acceptance test plan and test scripts, perform acceptance testing, and report test results and identified defects to the Systems Innovator Project Manager within the specified timeline agreed upon in the project plan. a. Defect Criteria - Any issue identified during the execution of test scripts during any of the test phases will be assigned a severity level from one to four (defined below) if the issue is a defect. A defect is defined as an item that does not function as designed. The source of truth for the design is the associated functional or integration specification. b. The standard System Innovators Defect severity levels are defined as follows: i. Severity 1 — Blocking defect associated with a critical functionality preventing continuation of the testing scenario; no workaround available ii. Severity 2 — Defect associated with a critical functionality; a workaround is available iii. Severity 3 — Defect associated with non -critical functionality iv. Severity 4 — Cosmetic defect Payment Schedule This schedule represents the fixed -price professional services investment for the design, development, coding, testing, and implementation the requested modification described in the Statement of Work. This investment will be paid in installments based on the milestones identified in the following payment schedule. PAYMENT NUMBER 1 MILESTONESPAYMENT Phase 1: Project Initiation - Due Upon Phase Start $6,220.00 2 Phase 2: Analyze and Design - Due Upon Phase Start $17,550.00 3 Phase 3: Development - Due Upon Phase Start $25,800.00 I4 Phase 4: Testing - Due Upon Phase Start $7,330.00 I5 Phase 5: Deployment - Due Upon Phase Start $3,110.00 6 Phase 6: Transition - Due Upon Phase Start $3,110.00 Total Professional Service Fees $63,120.00 Project Change Control All change requests will be submitted in writing, and they will describe the change, the rationale. The party requesting the change shall deliver the change request to the other party for evaluation, and -27- ultimately, for acceptance or rejection. The receiving party will provide a written summary of impacts including changes to scope, duration, and cost. Both the Systems Innovators Project Manager and the Organization Project Manager must approve each change before amending the Agreement and implementing the change. The terms of a mutually agreed upon Amendment will prevail over those of this Agreement or any previous Amendments. Signature Block By signing below, Organization authorizes System Innovators to proceed with the efforts necessary to perform the Services set out in this Statement of Work. Kent, City Agreed to: by its duly authorized representative: Dana Ralnh Title: N. Harris Computer Corporation by its dulv authorized representative: Donald Schulte Senior Account Executive Signature: Date: 09/18/2020 July 21, 2020 Ship to Information: Billing Information: Deliver to Bill to Name: Name: Address: E-mail: City/State/ Phone Zip: No.: Phone No.: PO No.: -28- Appendix A-2 Summary This is a high-level requirements document outlining additional interface needed between iNovah (System Innovators, a Harris Company) and the Amanda Permit system. This interface is part of the Kiva replacement project. The interface will also require a corresponding setup with OrbiPay (Alacriti), which is separate from iNovah and considered outside the scope of this Statement of Work. The OrbiPay interface will be considered a standalone additional service request and require a separate Addendum to the existing contracts between the City of Kent and System Innovators / the City of Kent and Alacriti. Description of Work • AMANDA will provide a web -based application programming interface (API) in order for iNovah to search for customer's account and for only the currently owed fees (not all possible fees) on this customer's account. Currently owed fees are those that AMANDA has determined to be "billed" and fees are available by permit number and application owner (as the owner may not be the payee). • The fees (Fee Schedule) and calculations of fees related to permits will remain in AMANDA. These will no longer need to be duplicated in iNovah. • iNovah will process payments and update AMANDA accordingly using real-time integration(s), including: o inquiry o lookup o payment update o payment reversal • AMANDA's online portal will utilize OrbiPay for online payments (this will be provided by City of Kent Online Payment Service as a wrapper which utilizes the iNovah Public API). • AMANDA's online portal will utilize iNovah for recording online payments (this will be provided by City of Kent Backend Payment Service as a wrapper which utilizes the iNovah Public API). • This interface will replace the barcoded forms currently in use by Kiva. Business System Description Movah Interface OrbiPay Interface AMANDA BackOffice & New Permits system iNovah interfaces with OrbiPay interfaces Online "Citizen" Portal (replaces Kiva) AMANDA BackOff ice with the AMANDA (AMANDA provided online portal indirectly API) through the City of Kent Online Payment Service API Assumes a separate Partner Id will be configured by Alacriti so it can be associate to the new iNovah Business License Payment Code. -29- Schedule "B" Sample Form Change Order Change Order Client Client Contact Client Email Attachments: ❑ (d) Client Approval 000 Chargeable Hours Rate 000 000 Non -Chargeable Hours Total Hours Date Software Applicati on Amount $0.00 Client Signature Date Your signature serves as an acceptance of the "Amount" listed above as it relates to the description of work contained in this Change Order. Your signature also indicates you have reviewed and agree to the scope of work as detailed in any accompanying enclosures or attachments. This signed document indicates that you have provided all of the accurate information necessary to produce the work as stated in the above Change Order. Customer Application Originated by PO# 00000 00 -30- SCHEDULE C INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Professional Liability insurance appropriate to the Consultant's profession. 3. Cyber Liability insurance. 4. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. Coverage may be in the form of an underlying GL policy combined with an Umbrella/Excess policy in order to meet the limits required. 2. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate limit. 3. Cyber Liability insurance shall be written with limits no less than $2,000,000 per occurrence C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 9/10/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). Marsh Canada Limited 120 Bremner Blvd., Suite 800 Toronto, ON M5J OA8 NAME: EMAIL ADDRESS: INSURERS) AFFORDING COVERAGE NAIC # INSURER A: Federal Insurance Company 20281 INSURED INSURER B: CONSTELLATION SOFTWARE INC. AND SYSTEM INNOVATORS, A INSURER C: Chubb Insurance Company of Canada DIVISION OF N. HARRIS COMPUTER CORPORATION INSURER D: 9000 SOUTHSIDE BLVD BLDG 700, SUITE 7200 INSURER E: JACKSONVILLE, FLORIDA 32256 INSURER F: COVERAGES CERTIFICATE NUMBER: 2020-063 REVISION NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY 9950-48-39 GAB 09/27/2019 09/27/2020 EACH OCCURRENCE $ 1,000,000 X DAMAGE TO RENTED PREMISES Ea occurrence $ CLAIMS -MADE OCCUR MED EXP (Any one person) $ 25,000 PERSONAL & ADV INJURY $ 1 ,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X ❑ P ❑ PRODUCTS - COMP/OP AGG $ 1 ,000,000 POLICY COT LOC TENANTS LEGAL LIABILITY $ 1,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON -OWNED F PROPERTY DAMAGE $ AUTOS ONLY AUTOS Per accident $ C X UMBRELLA LIAB OCCUR 78183369 09/27/2019 09/27/2020 EACH OCCURRENCE $ 14,000,000 71 rd AGGREGATE $ 14,000,000 EXCESS LAB CLAIMS -MADE I I $ DED RETENTION $ WORKERS COMPENSATION X PER OTH- I A AND EMPLOYERS' LIABILITY YIN 7176-4342 09/27/2019 09/27/2020 STATUTE ER NY PROPRIETOR/PARTNER/EXECUTIVE NO E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? Mandatory in NH) f yes, describe under N/A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 ESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,QOQ A PROFESSIONAL LIABILITY & TECHNOLOGY 9950-48-39 GAB 09/27/2019 09/27/2020 SIR $ 1,000,000 ERRORS & OMISSIONS LIABILITY PER CLAIM & IN THE AGGREGATE $ 5 000 000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) WITH REGARDS TO THE COMMERCIAL GENERAL LIABILITY POLICY, IT IS HEREBY UNDERSTOOD AND AGREED THAT THE CITY OF KENT IS ADDED AS AN ADDITIONAL INSURED, BUT ONLY W ITH RESPECT TO LIABILITY ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED. THE US COMMERCIAL GENERAL LIABILITY POLICY, US WORKER'S COMPENSATION & EMPLOYER'S LIABILITY POLICY, AND PROFESSIONAL LIABILITY AND TECH E&O POLICY HAVE BEEN PLACED BY SERVICE OF MARSH USA INC. MARSH CANADA LIMITED HAS ONLY ACTED IN THE ROLE OF A CONSULTANT TO THE CLIENT WITH RESPECT TO THESE PLACEMENTS WHICH ARE INDICATED HERE FOR YOUR CONVENIENCE. CERTIFICATE HOLDER CANCELLATION CITY OF KENT, WA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220 FOURTH AVENUE SOUTH, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. KENT, WA 98032 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD C H U B B° Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance SEPTEMBER 27, 2019 TO SEPTEMBER 27, 2020 SEPTEMBER 27, 2019 9950-48-39 GAB CONSTELLATION SOFTWARE, INC. FEDERAL INSURANCE COMPANY OCTOBER 18, 2019 Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB° Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative n�_-"-a Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 N. HARRIS COMPUTER CORPORATION WORK ORDER Dated May 28, 2020 This Work Order dated the date first written above ("Work Order-2020-04") is governed by and subject to the following agreements between N. HARRIS COMPUTER CORPORATION ("Harris") AND CITY OF KENT, WA ("Customer"): Software License Agreement dated March 6, 2018,as amended by the Amending Agreement to the Software License Agreement dated 04/27/2020 (together, the "SLA"); Support and Maintenance Agreement dated March 6, 2018, as amended by the Amending Agreement to the Support and Maintenance Agreement dated 04/27/02020 (together, the "S&MA") Capitalized terms not defined in this Work Order-2020-04 have the meanings given to them in the SLA and the S&MA, as applicable. Customer will license from Harris the Software set out in the table below and agrees to pay (i) the License Fees in accordance with the payment schedule; (ii) and the applicable Support and Maintenance Fees annually in advance of each support and maintenance term. License Fees and Payment Schedule rff— I License Fee Payment Schedule Licensed iNovah Software License Fees On Execution of On Installation of Annual Support and (Interface Modules) Work Order Software in Test Maintenance Fees (Payable (50% of License Environment on the "Start Date" Fees) (50% of License Thereafter Annually in Fees) Advance * 1. Real -Time Bi-Directional Interface — $30,000.00 $7,500 Amanda Permitting (High Complexity) Interface Modules Multi Interface $(30,000.00) Discount 2. Real -Time Bi-Directional Interface — $20,000.00 $5,000 Custom Business License System Medium Complexity) Interface Modules Multi Interface $(20,000.00) Discount Total License Fees $0.00 $0.00 $0.00 Total Support and Maintenance Fees $12,500 "Annual Support and Maintenance Fees will be calculated and paid in accordance with Section 4 of the S&MA. Annual Support and Maintenance Fees will increase annually in accordance with the S&MA. Signature Block on the Following Page N. HA COMPUTER CORPORATION Per. N e: of y Sumner Title: Executive Vice President Per: Not Required Name: Todd Richardson Title Chief Financial Officer CITY OF KENT, Per:�p.r, Name: Dana Ralph Title: Mayor City of Kent Purchase Order Order# 160039 OP KEN T Order number must appear on all invoices, packages, etc. Order Date: 8/25/2020 WASHINGTON This document is hereby deemed a valid purchase order and authorizes the procurement of Ordered by: Lynnette R Smith the materials and/or services indicated. Please let us know immediately if you are unable to Info Tech -Administration ship the complete order. Ship to: City of Kent Bill to: City of Kent Vendor: 1965060 Information Technology Accounts Payable System Innovators 400 West Gowe Street 220 4th Avenue South 1 Antares Drive Suite 122 Kent, WA 98032 Ottawa, ON K2E8C4 Kent, WA 98032 Phone: (253) 856-5230 Payment Terms: Net 30 Line Item # Description Quantity Unit Cost Ext. Cost Sales Tax Total Cost 1 ASR1: Develop Integration for I BL (One -Time) 55,200.00 55,200.00 2 ASR1: Maintenance fee I BL (Yearly) 5,000.00 500.00 5,500.00 3 ASR2: Develop Integration for I AMANDA (One -Time) 63,120.00 63,120.00 4 ASR2: Maintenance fee I AMANDA (Yearly) 7,500.00 750.00 8,250.00 5 Term: 06/01/2020-06/01/2022 1 Master Prof Svcs/SOWS Subtotal: 130,820.00 Approved by: Carrington, Michael Charles Mayor's Signature: ��� Sales Tax: 1,250.00 Total: 132,070.00 (Required for contract- over $20,000)