HomeMy WebLinkAboutCAG2020-393 - Original - GIS WebTech LLC - KentValleyWa.gov Website - 10/15/2020ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Director or Designee Mayor
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingDate Received by City Attorney:
Comments:
Date Routed to the Mayor’s Office:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*
*If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes No
Contract Number:
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)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
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Dir Asst:
Sup/Mgr:
Dir/Dep:
rev. 200821
FOR CITY OF KENT OFFICIAL USE ONLY
Software License Agreement
This Software License Agreement ("Agreement") is entered into effective October L5,2O2O (the "Effective Date")
by and between GIS WebTech LLC, ("LICENSOR"), a Georgia limited liability company, and the City of Kent,
Washington ("LICENSEE"). ln consideration of the mutual promises and upon the terms and conditions below, the
parties agree as follows:
RECITALS:
o LICENSOR is the owner of a software solution for online site selection and analysis ("Recruit Viewer/');¡ LICENSEE desires to obtain a license to use Recruit Viewer as a Software-as-a-Service ("SAAS") application
and to replace the existing letter agreement between the part¡es dated August 1.6, z}tg with this
Agreement;
¡ LICENSOR desires to grant LICENSEE a license to use Recruit Viewer as a SAAS application and to replace the
existing letter agreement between the parties dated Augusl 16,2Ot9 with this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained here (the receipt and sufficiency of which is
hereby acknowledged) the Parties hereby agree as follows:
ARTICLE 1
TICENSE GRANT
l.t Grant of License. Subject to the terms and cond¡tions of this Agreement LICENSOR will provide LTCENSEE
with online access to Recruit Viewer for use as described in Schedule A attached hereto, including updates, bug fixes,
or other minor enhancements or improvements that are made generally available by LICENSOR to similarly situated
clients paying similar license fees (hereafter the "services"). Subject to the terms and cond¡t¡ons of th¡s
Agreement, and only upon payment in full to LICENSOR, LICENSOR grants to LICENSEE a personal,
nontransferable, nonsublicensable, nonexclusive limited license to use Recruit for LICENSEE'S own use, in
accordance with any documentation provided by LICENSOR, to allow web site users to view and search for
information about properties and related data.
t.2 License Attributes. The license for LICENSEE's use of the Services will be personal, nontransferable,
nonsublicensable, nonexclusive limited license and irrevocable except as provided herein. The license authorizes
LICENSEE to use Recruit Viewer for any aspect of their business in accordance with the terms of the Agreement.
Any changes or additions to the Services requested by LICENSEE must be agreed in writing and signed by both
parties, and LICENSEE agrees and recognizes that any such changes may require changes to agreed delivery
schedules and the payment of additional fees to LICENSOR.
ARTICLE 2
PROPRIETARY RIGHTS OF LICENSOR
2.1 Restrictions on Use
LICENSEE acknowledges and agrees as follows:
(a) Although LICENSEE is permitted by LICENSOR to use Recruit Viewer according to the terms and
conditions herein, LICENSOR owns and forever retains sole and exclusive right to control and direct the manner
or means by which Recruit Viewer is provided and Services are performed. Nothing herein entitles LICENSEE
to actual possession of any software. LICENSEE does not obtain any right to use, modify, duplicate or reverse
engineer any aspect of Recruit Viewer or the Services.
(b) LICENSEE agrees that it shall not: i) modify, decompile, translate, distribute, rent, sell, lease, license,
assign or otherwise transfer all or any part of Recruit Viewer or the Services (including any associated
documentation) and LICENSEE's rights to use Recruit Viewer and such Services, except for use by web site end-users
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as described herein, ii) reverse engineer or otherwise attempt to discover source code or underlying ideas or
algorithms of Recruit Viewer orthe Services, or iii) modify or create derivative works based on Recruit Viewer
or the Services.
ARTICLE 3
LICENSEE DUTIES AND RESPONSIBILITIES
3L Data and lnformation. LICENSEE shall make available in a timely manner at no charge to LICENSOR all
technical data, programs, files, documentation, sample output, or other information and resources
reasonably required by LICENSOR for the provision of the Services to LICENSEE including but not limited to the
Data described in Schedule A, Section 6. LICENSEE will be responsible for, and assumes the risk of any liabilities
resulting from the content, accuracy, completeness and consistency of all such data, materials and information
supplied by LICENSEE. LICENSEE shall cooperate with LICENSOR and provide such assistance as LICENSOR may
reasonably request in connection with LICENSOR's effofts to obtain all consents, approvals and authorizations of
and cooperation from third parties which may be necessary or required in orderto use the materials or information
provided by LICENSEE. LICENSEE shall bear any costs (including those above and beyond LICENSOR's quoted costs)
including added time resulting from LICENSEE's failure to meet its obligations.
ARTICLE 4
OWNERSHIP
4.7 LICENSEE acknowledges that, as between LICENSOR and LICENSEE, all right, title and interest in the Services
including the Recruit Viewer software, and any other LICENSOR materials furnished or made available
hereunder, and all modifications, enhancements and improvements thereof, including all rights under
copyright and patent and other intellectual property rights, belong to and are forever retained solely by LICENSOR,
or LICENSOR's licensors-and providers, if any. There are no implied rights. LICENSEE agrees to the inclusion on
LICENSEE's site of LICENSOR's image logo and text descriptions identifuing LICENSOR's ownership, copyright notice, and
links to LICENSOR websites.
ARTICLE 5
FEES, EXPENSES, AND TAXES
5.1 Fees. LICENSEE shall pay LICENSOR the fees listed in Schedule B according to the following schedule:o One hundred percent (IO0%l of the Annual License Fee, plus one hundred percent (100%) of the
Set-Up Fee shall be due and payable at the Effective Date;o One hundred percent (1".0}%l of the Annual License Fee shall be paid thirty (30) days priorto each
anniversary of the Effective Date.
Effective only afterthe third anniversary of the Effective Date, the Annual License Fee may be changed by LICENSOR
with 30 days advanced, written notice. LICENSOR may cease provision of Services at any time if payment is not
timely made. ln addition, LICENSEE shall pay LICENSOR one and one-half percent (7.5%) interest per month on
the outstanding balance of any fees or approved expenses not paid within thirty (30) days of the due date, provided
LICENSOR is not in breach of this Agreement. LICENSOR provides the option to pay via credit card or debit card for
LICENSEE's convenience, and if choosing to pay via credit card or debit card LICENSEE agrees to pay an additional
processing fee of 2.75%.
5.2 Expenses. Provided LICENSOR has obtained prior written approval from LICENSEE, LTCENSEE shall
reimburse LICENSOR for all reasonable out-of-pocket expenses actually incurred by LICENSOR in performance of the
Services.
5.3 Taxes. lf LICENSEE is not a tax-exempt entity, LICENSEE shall pay or reimburse any and all federal,
state, dominion, provincial or local sales, use, personal property, excise, or other taxes, fees or duties arising
from or related to this Agreement (otherthan taxes based on LICENSOR's net income).
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ARTICLE 6
ADDITIONAL SERVICES
61 ln the event that LICENSEE desires LICENSOR to provide additional consulting or other services
beyond the scope of the Services, then the parties shall mutually agree upon a Statement of Work describing
the scope of such consulting or other services, which document shall be appended to this Agreement and made
a part hereof. Any additional fees for such consulting or other services will be billed on a time and materials basis
in accordance with the rates set forth in Section 4 of Schedule A unless different fees are mutually agreed in the
applicable Statement of Work.
ARTICTE 7
CONFIDENTIALITY
7.t Each party agrees to keep confidentialand not disclose or use except in performance of its obligations
under this Agreement, confidential or proprietary information related to the other party's technology
or business, including, but not limited to: information relating to products or technology or the properties,
composition, structure, use or processing thereof, computer programs, code, algorithms, schematics, data,
know-how, processes, ideas, inventions, and other technical, business, financial, and product development
plans, forecasts, strategies and information (allof theforegoing, "Confidentiallnformation"). Each party shall
use reasonable precautions to protect the other's Confidential lnformation. Confidential lnformation shall not
include information that (a) is in or enters the public domain including in reasonably available public or
government databases through no improper action or inaction by either Party; (b) was rightfully in the Receiving
Party's possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to the
Receiving Party by another person without restriction; or (d) was independently developed by the Receiving
Party by persons without access to such information and without use of any Confidential lnformat¡on of the
Disclosing Party. Each party may disclose Confidential lnformation that is required to be disclosed by a court or other
adjudicative body provided that reasonable measures are taken to minimize disclosure and guard against further
disclosure, and also provided that the party gives the other party pr¡or written not¡ce of the proposed disclosure to
allowtheotherpartytoseekprotectionfortheConfidentiallnformation. Thisobligationtokeepconfidentialall
Confidential lnformation shall survive this Agreement and remain for a period of two years after its termination.
ARTICLE 8
WARRANTIES
8'1 LICENSOR will use commercially reasonable efforts to provide the Services in a professional and
WOTKMANI|KE manneT. LICENSOR MAKES, AND LICENSEE RECEIVES, NO WARRANTIES OF ANY KIND, EXPRESS,
IMPLIED OR STATUTORY, ARISING IN ANY WAY OUT OF, RELATEDTO, OR UNDERTHISAGREEMENTORTHE
PROVISION OF MATERIALS OR SERVICES THEREUNDER,ANDLICENSORSPECIFICALLYDISCLAIMS ANY
IMPLIED WARRANTY OF MERCHANTABILITYORFITNESSFORAPARTICULAR PURPOSE. LICENSOR DOES NOT
WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRRUPTED OR ERROR FREE.
ARTICTE 9
LIMITATION OF LIABILITY
9.1 LICENSEE AGREES THAT LICENSOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE ACTUAL
AMOUNT PAID BY LICENSEE FOR THE SERVICES, IN NO EVENT SHALL LICENSOR HAVE ANY LIABILIW FOR ANY
SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST
PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING IN ANY WAY OUT
OF THIS AGREEMENT UNDER ANY CAUSE OF ACTION.
ARTICLE 10
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TERMINATION
10.1 This Agreement willtake effect on the Effective Date and will remain in effect, unless earlierterminated
in accordance herein, until the third anniversary of the Effective Date. At the end of such term, and each
subsequent anniversary of the Effective Date, this Agreement shall renew automatically for additional one
(1) year terms unless either party prov¡des written notice of termination to the other at least sixty (60) days
before the end of the then current term. Notwithstanding the foregoing, LICENSOR may immediately terminate
this Agreement if LICENSOR determines that LICENSEE has failed to com ply with a ny of the terms a nd co nd itio ns
of this Agreement, or may terminate for convenience provided that LICENSOR offers LICENSEE a pro-rata
reimbursement for the time period that the Services are not provided due to such termination for
convenience. This Agreement may be terminated by either party if the other party (i)fails to pay any amount due
under this Agreement within ten (10) days after written notice of such nonpayment, or (ii) commits a material
breach of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days of written
notice of termination. Termination by any means will not affect the provisions of this Agreement relating to
the payment of amounts due, orthe provisions of Sections 4,7,8,9,!2and 1-4 of this Agreement, allof which will
survive termination of this Agreement, regardless of the reason for termination. Upon termination, all licenses
and rights to the Services that are granted hereunder shall terminate, and LICENSEE shall immediately
return to LICENSOR, LICENSOR proprietary and confidential information, and documentation regarding use of
the Services, if any, along with a signed, written statement certifying that LICENSEE has returned to LICENSOR
and is no longer in possession of the foregoing items.
ARTICLE 11
GOVERNMENT USE
Il-.L lf LICENSEE is a unit or agency of any government, or licensing use of the Services by payment with
government funds, the Services are provided subject to LICENSOR's standard commercial terms, set forth in
this Agreement.
ARTICLE 12
REFERENCE
I2.L LICENSEE agrees that LICENSOR may identify LICENSEE as a customer and use its logo on its brochures,
websites, and other marketing materials, and may describe the Services provided by LICENSOR to LTCENSEE and
include imagery and video examples of the Services in its marketing materials.
ARTICLE 13
INDEPENDENT CONTRACTOR
13.1 Each party w¡ll be and act as an independent contractor and not as an agent or partner of, or joint venture
with, the other party for any purpose related to this Agreement or the transactions contemplated bythis
Agreement, and neither party by virtue of this Agreement will have any right, power or authority to act or create
any obligation, expressed or implied, on behalf of the other party.
ARTICLE 14
GENERAL
t4.L Assignment. This Agreement is not assignable or transferable by LICENSEE without the prior written
approval of LICENSOR, and any such attempted assignment or transfer shall be void and without effect.
L4.2 Attorney Fees. ln any action to enforce this Agreement the prevailing party will be entitled to costs and
attorneys'fees.
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L4.3 Waiver. The waiver by either party of a breach of this Agreement or any right hereunder shall not
constitute a waiver of any subsequent breach of this Agreement; nor shall any delay by either party to
exercise any right under this Agreement operate as a waiver of any such right. lf any provision of this Agreement
shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be
limited or eliminated to the minimum extent necessary so that this Agreement shall othen¡vise remain in full
force and effect and enforceable.
t4'4 Governing Law. This Agreement and any disputes hereunder shall be governed by the laws of the State of
Washington. Any disclosure of materials or records created under the auspices of this agreement w¡ll be controlled by
Washington State's Public Records Act, Chapter 42.56 RCW.
ARTICLE 15
ENTIRE AGREEMENT
15.1This Agreement sets forth the entire understanding between the parties with respect to the subject matter
hereof, and merges and supersedes all prior agreements, discussions, express or implied, concerning such matters.
Any modifications of this Agreement must be in writing and signed by both parties hereto. The Agreement shall
take precedence over any additional conflicting terms which may be contained in LICENSEE's
purchase order or other acknowledgement forms.
lN WITNESS THEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly
authorized representative on the data first set forth above.
GIS WebT
Signature:Signatu
Name: Ronald P. Bertasi Name
Title
Date Date
ech LLC
fU //r TICENSEE
/c>
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SCHEDULE A
Statemen t of Work
1.0 SERVICES DESCRIPTION
The Services shall be the provision of software functionality on an online basis via the lnternet. The functionality of
the Services will include the follow¡ng:
1_.r Basemaps
Available basemaps will be those provided by Esri, as Esri may change from time to time, currently
including: lmagery; lmagery with Labels; Streets; Topographic; Dark Gray Canvas; Light Gray Canvas;
National Geographic; Oceans; Terrain with Labels; and Open Street Map
1..2 Property Search and Brochures
o Site users will be able to search for available commercial property based on user-defined
information such as minimum and maximum size and type of use.o Site users will be able to generate property brochures for available properties.
¡ LICENSEE is responsible for providing property data for display in the software, through (1)
provision of electronic property data to LICENSOR, or (2) direct entry of property data by
LICENSEE, or (3) direct entry by third parties provided access by LICENSEE as described further in
section 1.5(a) below.
1".3 Community Layers
o Site users will be able to utilize LICENSOR"s standard set of community layers, as LICENSOR may
change from time to time, currently including specific layers organized into categories labeled
lnfrastructu re, Education, Recreation, Broadband, and Admin Boundaries.
Sharing
Site users can share the results of a property search or the details of a specific property with third parties,
including sharing on social media sites, such as, Facebook, Twitter, Linkedln.
1.5 Property Management for External Users
Within the Administrative area real estate professionals (like brokers or property owners) or other
individuals may add an available property, delete a property that has been leased or purchased, and modify
information for a property. To help avoid conflicts between brokers, Recruit Viewer will provide
functionality to allow LICENSEE to offer individual security logins and passwords so that only the individual
who added the property, and who has the appropriate login and password, should be able to view or
delete the property. As provided, Recruit Viewer will also check for the tD of the broker before deleting
information. A login and a password will also be required in order to add or delete a property. A user-
friendly web site or interface will be used to make adding, deleting or modifying a property relatively easy
for the broker.
Both the Broker's login database and Property Listing database will be ma¡ntained on a server running the
Recruit Viewer software,
Brokers can also add photo images and/or document attachments that will appear on the property report.
A file size limit of 1 MB will be required for each file.
Properties that cannot be geocoded to ArcGlS Online will be excluded from the database of properties.
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L.4
LICENSEE understands and agrees that, with the sole exception of the individual security logins and
passwords described above, only users in LICENSEE'S organization are authorized to log in and/or utilize
any portion of the Administrative area of Recruit. ln no case shallanythird party be authorized to log in
to LICENSEE's installation of Recruit and utilize the Administrative functions of Recruit.
2.0 SERVICE
2.1 Delivery and Installation. LICENSOR will make the Services available to LICENSEE as a SAAS solution in
accordance with a mutually agreed project schedule.
2.2 Maintenance. LICENSEE agrees and understands that routine maintenance by LICENSOR's internet service
provider or hosting facilities may cause temporary downtime, and that loss of connectivity by LICENSEE and its
users to the hosted services due to reasons which are beyond LICENSOR's reasonable control may occur from time
to time, and agrees that the LICENSOR shall not be responsible for such loss of connectivity. LICENSEE recognizes
and agrees that users should have access to high-speed internet connections for best performance.
2.3 Hosting. LICENSEE has engaged LICENSOR to implement and provide the Services as a LTCENSEE of a SAAS
solution through an online web-hosted portal. As context dictates, Services will also refer to any proprietary or
third-party software or infrastructure used by the LICENSOR to provide such Services. LICENSOR will provide a
suitable hosting environment for the Services.
2.3(al. Uptime Commitment. After implementation of the site is completed, LTCENSEE and end users will
be able to access and use the Services twenty-four hours a day, seven days a week. The Services will be
fully functional in accordance with the Agreement. LICENSOR will use commercially reasonable efforts to
make the Services available at least ninety-seven percent (97%) of the time during each calendar month
of the term, excluding: (a) scheduled maintenance, emergency maintenance, and scheduled updates
(which, when possible will be identified in advance to LICENSEE in writing and scheduled during off hours);
(b) access or use problems related to the failure of the LICENSEE's site or solution; (c) access or use
problems associated with LICENSEE's failure to use the Services within the operational directions,
specifications, and requirements established by LICENSOR; (d) access or use problems caused by software,
patches, updates, or upgrades installed by LICENSEE on its site; (e) access or use problems caused by
LICENSEE's users, representatives, or employees; (f) access or use problems caused by LICENSEE's personal
device or internet service provider (subsections (b)through (f) above being referred to as "Excused Delays".
2.4 Help and Training. LICENSOR will provide help and training to enable LICENSEE to properly test and use
the Services. Training is approximately 4.0 hours and will be delivered via webcast.
2.5 Support. Support means LICENSOR will (i) correct deficiencies, and (ii) be accessible by telephone during
normal business of LICENSEE on regular business days to answer questions about the Services.
3.0 IMPLEMENTATION SCHEDULE
The implementation schedule will be mutually agreed between the parties.
4.0 FEES FOR ADDITIONAL SERVICES
Time and material rates are established as follows:
o Staff: Si.50.00 /Houro Senior Staff (CEO, COO, CTO): 5250.00 / Hour
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Travel related expenses and other out-of-pocket expenses: passed through to LICENSEE for
reimbursement at cost with no mark up
5.0 GEOGRAPHIC SCOPE
The geographic scope of the Services provided to LICENSEE will be the City of Kent, Washington unless mutually
agreed otherwise.
6.0 LTcENSEE REqUTREMENTS
Provided is a list of requirements to be furnished by the LICENSEE to LICENSOR at the start of the project. Failure
by LICENSEE to provide this data or information shall not affect or delay payment of any fees due to LICENSOR
under Art¡cle 5 of this Agreement nor relieve LICENSEE of any other obligations under this agreement.
lntroduction to, access to, and support in discussions with key stakeholders, to include:¡ lnternalstakeholders (e.g. lTteam, GlS, Marketing, etc.)r External partners including Esri, 3rd party data providers, website developers, and others whose
cooperation is required to deliver the Services
Data
lmages
Property listing data (required format to be supplied by GtS WebTech)
Organization logo, photos use for the user interface
a
a
a
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SCHEDULE B
Fees
7. Solution Licensing & HostÍng Recurring Bøsis Fee
2. Set-Up
3. Technicol Support
Technical Support Annual lncluded
Technical Support Fee
Recruit 4,0 Viewer Version Annual $s,tso/yr
Hosting Annual lncluded
Annuallicense Fee s3,75O lv?
Configuration and lmplementation One-time lncluded
Training One-time lncluded
Set-Up Fee
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