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HomeMy WebLinkAboutCAG2021-288 - Original - Granicus, LLC - CMS Refresh - 03/29/2021ApprovalOriginator: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* Business License Verification: Yes In-Process Exempt (KCC 5.01.045) 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: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 200821 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached Original Agreement for Software as a Service (SaaS) enabling a major redesign of the City's external website / content management solution. Includes a 5-year term with option for subsequent 4-year renewal. $218,823.59 IT 6/22/21 8.G • KENT W AS H IN G TO N DATE: June 15, 2021 TO: Kent City Council SUBJECT: Content Management System Contract with Granicus, LLC for Website Redesign - Authorize MOTION: I move to authorize the Mayor to sign a contract with Granicus, LLC to redesign the City's website at a total cost not to exceed $219,153.59, subject to final contract terms and conditions acceptable to the IT Director and City Attorney. SUMMARY: The City's external website, www.kentwa.gov, will undergo a major redesign with its current content management solution vendor, Granicus. The current website lacks the functionality to meet the City's business needs. A new website will enhance resident engagement through an updated customer experience, obtain resident feedback, deliver important information at the right time, and increase the number of subscribers. Granicus' content management solution, GovAccess Professional, meets the needs of modern digital government allowing residents to perform self-service and increase transparency through an information -centered hub by making website design and maintenance easy. The initial term of this agreement with Granicus is 5 years (Initial Term), commencing in 2021 and terminating in 2026, with options for the City to renew annually thereafter for additional four year terms for a maximum contract term through 2030. Granicus will provide all necessary software, implementation services, and training for the redesign of the city's website. The total contract cost, including 5 years of subscription will not exceed $219,153.59. This cost is fully funded and budgeted for in IT's existing project budget. BUDGET IMPACT: Packet Pg. 207 8.G Item Price GovAccess Professional Subscription — Year 1 $24,600.00 Implementation Fees $63,300.00 GovAccess Professional Subscription — Year 2 $25,830.00 GovAccess Professional Subscription — Year 3 $27,121.50 GovAccess Professional Subscription — Year 4 $28,477.58 GovAccess Professional Subscription — Year 5 $29,901.46 Subtotal $199,230.54 Tax 19 923.05 Total $219,153.59 SUPPORTS STRATEGIC PLAN GOAL: Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Evolvina Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Thrivina City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. ATTACHMENTS: 1. 2021-2026_Granicus-CMS SaaS Agmt (PDF) 06/08/21 Committee of the Whole RECOMMENDED TO COUNCIL BY CONSENSUS RESULT: RECOMMENDED TO COUNCIL BY CONSENSUS Next: 6/15/2021 7:00 PM Packet Pg. 208 AGREEMENT FOR SOFTWARE AS A SERVICE between City of Kent and Granicus, LLC Page 1 AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Granicus, LLC This Software as a Service (SaaS) Agreement (Agreement) is between the CITY OF KENT (City or Customer), a Washington Municipal Corporation located at 220 Fourth Avenue South, Kent, WA 98032 and GRANICUS, LLC (Vendor or Granicus), organized under the laws of the State of Minnesota and authorized to do business in the State of Washington, with its principal place of business at 408 Saint Peter Street, Suite 600, Saint Paul, MN 55102, effective on the last date signed below. This Agreement is to provide access to Vendor’s products and services as identified in Vendor’s March 23, 2021, proposal, including its govAccess Professional system. A copy of Vendor’s proposal is attached and incorporated as Exhibit A, except for page 10 of that proposal which is specifically excluded from adoption and shall not become a part of this Agreement, (“Proposal”). 1. Grant of License to Access and Use Service. For the term of this Agreement including any renewals, Vendor hereby grants to City, including to all its Authorized Users, a revocable, non- exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the products and services Vendor makes available to the City through this Agreement, which may include products and services accessible for use by the City on a subscription basis, Vendor professional services, content from any professional services, or other required equipment components or other required hardware as specified in Exhibit A (the "Service") for City’s non- commercial government operations. City shall refrain from taking any steps such as reverse assembly or reverse compilation, to derive a source code equivalent to the Service as further described in Section 9.3. 2. Term. The initial term of this Agreement shall be 5 years (Initial Term), commencing on March 29, 2021 and terminating on March 28, 2026, with the option for the City to renew annually thereafter for an additional 4 years (each, a Renewal Term) for a maximum contract term through March 28, 2030. This Agreement shall automatically renew unless City gives written notice of cancellation at least 30 days prior to the expiration of the Initial Term or any Renewal Term. Any reference in this Agreement to “days” shall mean “calendar days” unless a different meaning is expressly stated. 3. Subscription Fees/Taxes. 3.1 Subscription Fee. Subscription fees and payment terms for the Service are set forth in the attached and incorporated Exhibit A. 3.2 Redesign Credit. The City will be eligible to request a redesign credit for one govAccess main website after completing year four of the possible five-year term of this Agreement. The City must request the basic redesign credit prior to March 28, 2026. The redesign will be available after payment of the annual invoice for year four (4) of the Agreement. The basic redesign credit will only be available if there are no outstanding govAccess invoices at the time the request is made. Any termination of the Agreement prior to March 28, 2026 renders the basic redesign credit offer null and void. Vendor will not develop a sitemap or new content as an included part of any free redesign work, but will assist the City in transferring existing content into the new design. The basic redesign credit will be equivalent to either: (1) a template selected from the then-current Granicus best practices library; or (2) a dollar credit not to exceed $8,000 applied towards a custom redesign of one existing main website. 3.2 Undisputed Fees. Undisputed invoices shall be due and payable within 30 days of invoice receipt. City shall notify Vendor in writing of any disputed amount within 15 business days of AGREEMENT FOR SOFTWARE AS A SERVICE (between City of Kent and Granicus, LLC) Page 2 appropriate receipt of the applicable invoice. Portions of invoices that are subject to a good faith billing dispute shall not be considered delinquent for purposes of this Agreement. Disputed billings are subject to Section 16, Dispute Resolution. 3.3. Taxes. Invoices shall include all tax obligations stated separately from the contract amounts. City shall pay all applicable sales, use, value added or similar taxes to Vendor and Vendor shall remit all such taxes, if imposed by local and/or state authorities on all software, and other taxable goods and services procured by the City under this Agreement. 3.4 Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. 4. System Availability and Support Services. The Service shall be available to City along with support services as described in the attached and incorporated Exhibit B. 5. Representation and Warranties. 5.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, and shall have obtained and maintain all licenses, permits and certifications required for such Party in connection with the performance of such Service; (b) the execution of this Agreement and performance of its obligations hereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties. 5.2 Vendor Warranties and Representations. Vendor represents and warrants that the Service will be performed in a professional and workmanlike manner, consistent with applicable industry standards and the corresponding specifications set forth in the applicable Statement of Work and Service Level commitments. a. Deliverables. Vendor represents and warrants that each deliverable shall meet and conform to its applicable specifications as provided herein following its acceptance and during the Term. Vendor also represents and warrants that the Service, in whole and in part, shall operate in accordance with the applicable approved configuration documentation, and this Agreement. b. Services. Vendor represents and warrants that (a) it shall perform the Service required pursuant to this Agreement in a professional manner, with high quality, and (b) it shall give due priority to the performance of the Service. c. Title Warranty and Warranty against Infringement. Vendor hereby warrants and represents that Vendor is the owner of the Service licensed hereunder or otherwise has the right to grant to the City, the licensed rights to Vendor’s Service through this Agreement without violating any rights of any third party worldwide. Vendor represents and warrants that (i) Vendor is not aware of any claim, investigation, litigation, action, suit or administrative or judicial proceeding pending or threatened based on claims that Vendor’s Service infringes or misappropriates any patents, copyrights, trade secrets or other intellectual property rights of any third party, and (ii) Vendor’s Service does not knowingly infringe upon or misappropriate any patents, copyrights, trade secrets or any other intellectual property rights of any third party. City’s only remedy for breach of this provision is Vendor’s indemnification obligations as described in Section 10.2. AGREEMENT FOR SOFTWARE AS A SERVICE (between City of Kent and Granicus, LLC) Page 3 d. Maintenance Services Warranty. Vendor warrants that, in performing the Service under the Agreement, Vendor shall substantially and materially comply with the descriptions and representations as to the services, including performing capabilities, accuracy, completeness, characteristics, Statement of Work, configurations, standards, function and requirements, which appear in this Agreement. Errors or omissions committed by Vendor in the course of providing the Service shall be remedied as set forth herein. e. Warranty of Compliance with Applicable Law. Vendor warrants the Service shall comply with all applicable federal, state and local laws, regulations, codes and ordinances to which it is subject. Vendor warrants that, throughout the Term of this Agreement, including any renewals, the Service shall comply with changes to and new applicable federal, state, and local laws, regulations, codes, and ordinances to which it is subject. Vendor represents and warrants that it shall comply with all applicable local, state, and federal licensing, accreditation, and registration requirements and standards necessary in the performance of the Service. f. Warranty of Service. General Responsibilities. Vendor warrants the Service for the term of this Agreement. Vendor shall provide Warranty Services as described in this Agreement at no additional cost to correct deficiencies in the Service and to repair and maintain the Service in accordance with the specifications, subject to the Service Level Agreement. Vendor’s Warranty Service responsibilities shall include, but not be limited to the following: i Vendor shall promptly and diligently perform and reperform the Service which is not in compliance with documentation/specifications, representations and warranties at no additional cost to the City; ii Maintain the Service in accordance with the Specifications terms of this Agreement and meet all availability and system performance service levels as specified in the Statement of Work and/or Service Level Agreement (SLA). In the event the Service requires failover activities, then Vendor shall be responsible for continuance of the Service and the City shall not be subject to additional costs unless otherwise specified in this Agreement. iii Promptly coordinate with the City all tasks related to correcting problems and deficiencies connected with the Service. iv Not disable any City software. v If Vendor and/or City reasonably determines that Vendor is unable to remedy such deficiencies, Vendor or City may terminate the Agreement and Vendor shall issue a prorated refund to City of the Fees previously paid by City to Vendor for the unused term of this Agreement and Fees from the date of termination. 6. City Data/Vendor Obligations. 6.1. Ownership. City owns all of the information and materials that it submits, uploads or transfers, or causes to be submitted, uploaded, or transferred to the Service (City’s Data). 6.2. Data Protection. Vendor shall maintain and handle all of City’s Data with commercially reasonable physical, electronic, and procedural safeguards to protect and preserve the confidentiality and security of City’s Data (including personal information) in accordance with applicable data protection legislative requirements and as further described in Vendor’s policies which should reflect AGREEMENT FOR SOFTWARE AS A SERVICE (between City of Kent and Granicus, LLC) Page 4 the highest industry standards for privacy and security, which applicable policies are incorporated herein by reference. 6.3. Data Restrictions. Vendor shall restrict access to City Data to Vendor employees, affiliates' employees, or others who need to know that information to provide services to City. City Data shall be stored and hosted within the United States of America. Vendor will use City Data for the purposes described in this Agreement. Vendor will not sell, license, transmit or disclose this information outside of Vendor’s business unless: (1) City expressly authorizes Vendor to do so; (2) it is necessary to allow Vendor’s Licensors to perform services under this Agreement); (3) in order to provide or improve Vendor’s products or services to City; (4) otherwise as Vendor is required by law after written notice to City of such requirement. Notwithstanding the foregoing, Vendor is responsible for any disclosures of City Data by Vendor’s Licensors made contrary to the terms of this Agreement. 6.4 Data Backup. Vendor shall protect City’s data by having a backup system that includes running the Vendor’s Service on geographically dispersed data centers with extensive backup, data archive, and failover capabilities. Disaster recovery plan shall include: (1) Data backup procedures that create multiple backup copies of City’s data, in near real time, at the disk level; and (2) A multi- level backup strategy that includes disk-to-disk-to-tape data backup in which tape backups serve as a secondary level of backup, not as the primary disaster-recovery data source; or other data backup system providing at least the same or higher protection of City’s Data in the event of a potential data loss. 7. Intellectual Property Ownership. Vendor (and its Licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Service, the content, the software, and in its technology. This Agreement, does not convey to City any rights of ownership in or to the Vendor’s Service, technology, software, or its intellectual property rights owned by Vendor and its Licensors, where applicable. This Agreement does not contemplate custom development on behalf of the City of Kent of software or technology. 8. Non-Disclosure of Confidential Information. The Parties’ obligations regarding non- disclosure of Confidential Information is contained in the attached and incorporated Exhibit C. All Confidential Information is and shall remain the property of its owner to the extent consistent with applicable law. The disclosure of Confidential Information to the other party does not grant to it any express or implied right to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. 9. City Obligations. 9.1 Hardware Obligations. City shall be responsible for (a) obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and (b) paying all third-party access charges incurred while using the Service. 9.2 Anti-Virus Obligations. City will use commercially reasonable efforts to safeguard against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses") that may reasonably affect Vendor’s Service. 9.3 Restricted Uses. City will not: a. knowingly upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service, AGREEMENT FOR SOFTWARE AS A SERVICE (between City of Kent and Granicus, LLC) Page 5 b. modify, disassemble, decompile or reverse engineer the Service or pre-release hardware devises or software disclosed, c. probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service, d. copy, reproduce, resell or commercially exploit the Service, e. without authority, access or use any other clients' or their users' data through the Service, f. maliciously reduce or impair the accessibility of the Service, g. reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed 10. Indemnification Obligations. 10.1 City Indemnification Obligations. Subject to Section 10.3 below, City shall defend, indemnify, and hold Vendor and its parent organizations, subsidiaries, Affiliates, officers, directors and employees harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a third party claim alleging that the use of City Data infringes the rights of, or has caused harm to, a third party; (ii) a third party claim alleging a breach of any of City’s representations and warranties; or (iii) a third party claim alleging City’s use of Confidential Information or intellectual property rights of Vendor or its Licensors is in violation of this Agreement; (iv) third party claim of injury or death to person or damage to property arising from City’s negligence. 10.2. Vendor Indemnification Obligations. Subject to Section 10.3 below, Vendor shall defend, indemnify, and hold City and its elected officials, officers, employees, agents and attorneys harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a third party claim alleging that the Vendor Service, content, software, or technology infringes or misappropriates the rights of, or has caused harm to, a third party;(ii) a third-party claim alleging a breach of any Vendor representations and warranties in this Agreement; (iii) a third-party claim alleging Vendor’s use of City Data is in violation of this Agreement; (iv) a third-party claim alleging a breach of Vendor’s confidentiality or data security obligations, that infringes the rights of, or has caused harm to, a third party; or (v) a third-party claim of injury or death to person or damage to property arising from Vendor’s negligence. 10.3 As an express condition of the foregoing indemnification obligations, the parties hereby agree that: a. the indemnified party shall promptly notify the indemnifying party in writing for any claim for which indemnification is sought; b. the indemnified party shall cooperate with all reasonable requests of the indemnifying party (at the indemnifying party’s expense) in defending or settling such claim. c. the indemnifying party shall be allowed to control the defense and settlement of such claim; AGREEMENT FOR SOFTWARE AS A SERVICE (between City of Kent and Granicus, LLC) Page 6 d. the indemnifying party may not settle any claim that includes an admission of liability, fault, negligence or wrongdoing on the part of the indemnified party unless the indemnified party provides prior written consent, e. the indemnified party shall have the right, at its option and expense, to participate in the defense of any action, suit or proceeding relating to such a claim through counsel of its own choosing; f. each indemnified party will undertake commercially reasonable efforts to mitigate any loss or liability resulting from an indemnification claim related to or arising out of this Agreement. 11. Limitation of Liability 11.1. EXCEPT FOR CLAIMS ARISING FROM SECTIONS 5.1, 5.2.E., AND VENDOR’S INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10.2(i), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE INSURANCE LIMITS VENDOR IS REQUIRED TO MAINTAIN UNDER THIS AGREEMENT. 11.2. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. 11.3. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. 12. Insurance. Vendor shall maintain insurance that is sufficient to protect its business against all applicable risks, at a minimum as set forth in the attached and incorporated Exhibit D, "Insurance Requirements." Vendor shall promptly provide City with certificates of insurance to evidence Vendor's continued compliance with Exhibit D. 13. Termination of Agreement. 13.1 Termination for Convenience. Either party may terminate this Agreement without cause. In the event of such desire, the City may terminate upon giving the Vendor 30 days advance written notice of termination, and the Vendor upon giving the City 30 days advance written notice of termination. 13.2 Termination by City for Cause. In addition to any other rights granted to City in this Agreement or under law, City has the right to terminate this Agreement upon written notice due to: a. a material breach of a term, representation, or warranty under this Agreement (including a material breach under an Attachment, Addendum and/or Exhibit to this Agreement) by Vendor of any of its subcontractors or licensors of services if such material breach is not remedied within 30 days following receipt of written notice from City; or b. a third party’s claim that Vendor’s Service, content, data infrastructure, professional services, technology, software, or any other services and products provided by Vendor or its subcontractors or Licensors or other third parties and the intellectual property rights associated therewith, infringes upon such third party’s intellectual property rights if such claim is not remedied to the City’s satisfaction within 30 days following receipt of written notice from City. c. City Council fails to appropriate funds for contract payments. AGREEMENT FOR SOFTWARE AS A SERVICE (between City of Kent and Granicus, LLC) Page 7 d. Vendor files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within 60 days of the filing thereof. 13.3 Termination By Vendor for Cause. In addition to any other rights granted to Vendor in this Agreement or under law, Vendor reserves the right, upon written notice to City, to terminate this Agreement due to: a. any undisputed amounts City owes that are delinquent greater than 30 days; or b. a material breach of the terms of this Agreement, other than a payment obligation, by City or its users if such breach is not remedied within 30 days following receipt of written notice of such breach from Vendor to City; or c. a third party’s claim that City’s Data, and/or intellectual property infringes upon such third party’s rights if such claim is not remedied to the Vendor’s satisfaction within 30 days following receipt of written notice of such claim from Vendor to City. 13.4 No Suspension of Service. Provided City continues to timely make all undisputed payments, Vendor warrants that during the term of this Agreement, Vendor will not withhold Service provided herein, for any reason, including but not limited to a dispute between the parties arising under this Agreement, except as may be specifically authorized herein. 13.5 Effect of Termination. a. If City terminates for cause or Vendor terminates without cause, City will only be obligated to pay the amounts then due for services provided meeting Vendor’s contractual commitments as calculated up to the date of termination and, if applicable, City will be reimbursed a prorated amount of unused, prepaid fees from the date of termination. b. If Vendor terminates for cause that City does not dispute or if City terminates without cause and a balance is still due on City’s account, then City agrees that Vendor may bill City for such unpaid fees due up to the date of termination. c. In the event this Agreement terminates for any reason, Vendor shall provide the City a file of City’s Data in a format acceptable (and at no cost) to City within 30 days of the effective date of termination. City shall have 60 days following termination to notify Vendor if litigation, laws, regulations, or other lawful process requires Vendor retain City’s data on its Service beyond the termination of this Agreement. City will thereafter promptly notify Vendor when such litigation, laws, regulations, or other lawful process no longer requires Vendor maintain the City’s data on its Service. Vendor may dispose of City’s data at Vendor’s expense as permitted by law 61 days after termination, if City provides no notice otherwise; or after City notifies Vendor there are no laws, regulations, litigation, etc. requiring further retention. Retained data is subject to the confidentiality provisions of the Agreement. 14. Remedies. Termination of this Agreement shall not affect any right of action of either party prior to the termination being affected. All remedies shall be cumulative and may be exercised concurrently, or separately, which shall not be deemed to constitute an election of any one remedy to the exclusion of any other. In addition to any other remedy provided for herein, or at law or equity, City shall have the right to recover from Vendor all damages reasonably caused by default of any representation or warranty. This paragraph shall not limit City’s right to pursue any other remedy available to it in law, at equity or pursuant to this Agreement. AGREEMENT FOR SOFTWARE AS A SERVICE (between City of Kent and Granicus, LLC) Page 8 15. Non-Discrimination. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Vendor, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Consultant shall execute the City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the Compliance Statement, all attached and incorporated as Exhibit E. 16. General Provisions 16.1 Governing Law and Venue. The Agreement will be governed by the laws of Washington and its choice of law rules. Vendor irrevocably consents to the exclusive personal jurisdiction and venue of the federal and state courts located in King County, Washington, with respect to any dispute arising out of or in connection with the Agreement and agrees not to commence or prosecute any action or proceeding arising out of or in connection with the Agreement other than in the aforementioned courts. 16.2. Dispute Resolution. The City and Vendor desire, if possible, to resolve disputes, controversies and claims (Disputes) arising out of this Agreement without litigation. To that end, upon written notification of dispute by a party to the other, each party shall appoint a knowledgeable, responsible management representative to meet and negotiate in good faith to resolve any Dispute arising under this Agreement. If the parties are unable to settle any Dispute, the exclusive means of resolving that Dispute shall only be by filing suit as provided for under Section 16.1, unless the parties agree in writing to an alternative dispute resolution process. 16.3 Severability. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provision will continue in full force without being impaired or invalidated in any way. The City and Vendor agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. 16.4. Nonwaiver. Any failure by either party to enforce strict performance of any provision of the Agreement will not constitute a waiver of the its right to subsequently enforce such provision or any other provision of the Agreement. 16.5 No Assignment. Either party may assign this Agreement and all of its rights and obligations hereunder as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets so long as said assignee accepts all of the respective Agreements rights and obligations of its predecessor as provided in this Agreement without limitation. Except as expressly stated in this Agreement, neither party may otherwise assign its rights or obligations under this Agreement either in whole or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. 16.6 Notices. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. Either party may change its address by giving written notice of such change to the other party. 16.7 Legal Fees. 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 AGREEMENT FOR SOFTWARE AS A SERVICE (between City of Kent and Granicus, LLC) Page 9 provided by law; provided, however, nothing in this paragraph shall be construed to limit either party’s right to indemnification under Section 10 of this Agreement. 16.8. Force Majeure. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government (“force majeure event”). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, 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 current social distancing 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 prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or 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. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. 16.9 Independent Contractor. City and Vendor intend that an independent Contractor relationship be created with this Agreement. Vendor shall not be considered an agent or employee of City for any purpose and the employees of Vendor are not entitled to any of the benefits that City provides for its employees. Nor shall this Agreement be evidence of a joint venture between Vendor and City. 16.10 Problem Notification. Each party will promptly notify the other in writing of any events or circumstances that will affect the performance of its obligations under this Agreement including the delivery of any deliverable or delay in completion of any of its obligations. Vendor shall notify City in writing of all material defects in the Service, whether discovered by other parties or by Vendor within five (5) business days of their discovery and fix or replace the effected software within a commercially reasonable time. A defect is considered material if it has the potential to delay or inhibit the primary functionality of the Service or if said defect has the potential to corrupt City data. 16.11 Entire Agreement/Modification. This Agreement, together with all exhibits comprise the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein. This Agreement may be amended, modified, or added to only by written instrument properly signed by both parties hereto. AGREEMENT FOR SOFTWARE AS A SERVICE (between City of Kent and Granicus, LLC) Page 10 16.12 Public Records Act. The Vendor acknowledges that the City 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 the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. Both Parties will use reasonable efforts to provide each other with advanced notice of requests to disclose confidential information so that either party may seek an appropriate protective order or waiver. 16.13 City Business License Required. Prior to commencing the Service provided for under this Agreement, Vendor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. 16.14 Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: GRANICUS, LLC By: Print Name: Its DATE: CITY: CITY OF KENT By: Print Name: Its DATE: NOTICES TO BE SENT TO: Attn: ________________ Granicus, LLC 408 Saint Peter Street, Suite 600 Saint Paul, MN 55102 612-___-____ (telephone) 612-___-____ (facsimile) Email: ________________ NOTICES TO BE SENT TO: Attn:____________________ City of Kent Information Technology Dept 220 Fourth Avenue South Kent, WA 98032 (253) 856-____ (telephone) (253) 856-____ (facsimile) Email: ___________________ APPROVED AS TO FORM: Kent Law Department ATTEST: Kent City Clerk IT Administration 4600 4700 ITA@kentwa.gov Dana Ralph Mayor 06/22/2021 Exhibit A – Scope of Work AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Granicus, LLC EXHIBIT A GRANICUS MARCH 23, 2021 PROPOSAL 408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Order Form Saint Paul, MN 55102 Prepared for United States Kent, WA Order #: Q-109647 Prepared: 03/23/2021 Page 1 of 11 Granicus Proposal for Kent, WA ORDER DETAILS Prepared By: Phone: Email: Order #: Prepared On: Expires On: Jason Reis (949) 899-8097 jason.reis@granicus.com Q-109647 03/23/2021 0 //2021 Currency:USD Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Current Billing Term End Date: 03/28/202 Period of Performance: The Agreement will begin on date of signature and will continue through the end of the then current billing term, and will continue for an additional 48 months thereafter. ORDER TERMS Order Form Kent, WA Order #: Q-109647 Prepared: 03/23/2021 Page 2 of 11 PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Terminating Subscriptions Solution Quantity/Unit Prior Annual Fee govAccess Plus Edition 0 Each $1 SUBTOTAL:$1 Upon the signing of this Agreement, annual fees for the terminating subscription(s) shall cease. Any pre-paid fees for the terminating subscription(s) after the signing of this Agreement will be prorated from the signing of this Agreement to the end of the Client's then-current billing term, credited, and such credit applied to the annual fees for new subscriptions. Client will continue to have access to and use the terminating solution until the new subscription(s) is/are deployed. Upon the deployment of Client's new solution as determined at Granicus' sole discretion, Granicus shall remove access to the Client's terminating subscription(s). Dana Ralph Order Form Kent, WA Order #: Q-109647 Prepared: 03/23/2021 Page 3 of 11 One-Time Fees Solution Billing Frequency Quantity/Unit One-Time Fee Site Improvement Credit Up Front 120 Each ($13,200.00) GeoFinder GIS integration Milestones - 40/20/20/20 1 Each $8,000.00 Accessibility (Web-only) Training and Consultation-Standard Upon Delivery 1 Each $5,000.00 Content Migration - Up to 200 Pages of Migration Total Milestones - 40/20/20/20 1 Each $2,000.00 Premium Design Package Milestones - 40/20/20/20 1 Each $9,500.00 govAccess – Website Design and Implementation - Trailblazer Milestones - 40/20/20/20 1 Each $45,600.00 govAccess Developer Toolkit Set-up & Config Upon Delivery 1 Each $2,400.00 govAccess Developer Toolkit Technical Training Upon Delivery 1 Each $1,000.00 govDelivery for Integrations Set Up and Config Up Front 1 Each $0.00 Departmental Website Usability Workshop Upon Delivery 1 Each $3,000.00 SUBTOTAL:$63,300.00 New Subscription Fees Solution Billing Frequency Quantity/Unit Annual Fee GeoFinder GIS integration maintenance Annual 1 Each $1,200.00 govAccess Professional Annual 1 Each $23,400.00 SUBTOTAL:$24,600.00 Please note, annual fees for new subscriptions will be prorated to align to Client's then-current billing term. Exceptions include Recurring Captioning Services, SMS, and Targeted Messages. Order Form Kent, WA Order #: Q-109647 Prepared: 03/23/2021 Page 4 of 11 FUTURE YEAR PRICING Period of PerformanceSolution(s) GeoFinder GIS integration maintenance $1,260.00 $1,323.00 $1,389.15 $1,458.61 govAccess Professional $24,570.00 $25,798.50 $27,088.43 $28,442.85 SUBTOTAL:$25,830.00 $27,121.50 $28,477.58 $29,901.46 Order Form Kent, WA Order #: Q-109647 Prepared: 03/23/2021 Page 5 of 11 PRODUCT DESCRIPTIONS Site Improvement Credit Site Improvement Credits may only be used towards the cost of govAccess site improvement projects. Site Improvement Credits are non- refundable and may not be redeemed as partial credits. Site Improvement Credits are redeemed as of the date of signature of this document. GeoFinder GIS integration GeoFinder GIS integration Granicus will integrate Kent GIS REST API data with the govAccess GeoFinder CX feature. A website visitor will be able to insert an address and be shown seven (7) data points from the GIS REST API. Kent GIS department will provide API methods to get all addresses and looking up data based on a particular address submitted. GeoFinder GIS integration maintenance GeoFinder GIS integration maintenance Covers adjusting integration based on future updates to GIS API and govAccess release updates. Accessibility (Web-only) Training and Consultation-Standard Granicus will provide a front-end website design, excluding third-party tools, compliant with WCAG 2.0 upon completion and only to the extent validated by Granicus' accessible content formatting and testing process. This service includes standard training and services to help the client get started creating and maintaining an accessible website. Design website in compliance with WCAG 2.0 standards Test website to WCAG 2.0 standards using automated tool Develop the client's accessibility statement Training in accessibility-focused CMS functions Reformat up to 25 of the client's pages to comply with WCAG 2.0 standards Onsite Web Accessibility Training in accessibility-focused CMS functions, including what the standards are, why they are important and how to create compliant content Order Form Kent, WA Order #: Q-109647 Prepared: 03/23/2021 Page 6 of 11 govAccess Professional govAccess Professional is a Software-as-a-Service (SaaS) solution that puts control back in the hands of more technical staff and webmasters, while providing content contributors the ease of use and quick product enhancements they have grown to expect. Agencies can quickly and easily create new digital experiences for constituents across any device which can grow with the organization. The govAccess Professional solution provides agencies with microsite management while maintaining consistent branding within with a single web platform. The solution include the following: Ongoing software updates Unlimited technical support (6:00 AM - 6:00 PM PT, Monday - Friday) Ability to send email notifications when publishing site updates, News, Calendar Events, RFP bids, or job postings; powered by govDelivery Ability to design, build and manage unlimited microsites Ability to write code snippets, CSS, and other developer tasks for front-end content Ability to create custom directories and modules Access to training webinars and on-demand video support library Access to best practice webinars and resources Annual strategic reviews with the Granicus team, including research-based recommendations for website optimization DDoS mitigation Disaster recovery with 90-minute failover (RTO) and 15-minute data replication (RPO) Content Migration - Up to 200 Pages of Migration Total Includes the migration of up to 200 pages of content Order Form Kent, WA Order #: Q-109647 Prepared: 03/23/2021 Page 7 of 11 Premium Design Package The Premium Plus Design Package includes the creation of a unique design for the client's website using any combination of the following design options: Video Background: Feature a video in the background instead of a static image (the client will be responsible for providing the video) Anchor Scrolling: Create anchor links to allow users to navigate to respective positions on the homepage either by scrolling or clicking on the anchor link Tiles/Cards: Replace the site's top drop-down menus with tiles on the homepage of the website Parallax homepage govAccess – Website Design and Implementation - Trailblazer Website Design and Implementation - Trailblazer provides a citizen focused website and includes: • Advanced UX Consultation, which may include one (1) or more of the following: 1. One (1) site analytics report 2. One (1) heatmap analysis 3. One (1) internal stakeholder survey 4. One (1) community stakeholder survey 5. One (1) remote user testing of top tasks • Three (3) customer landing page consultation • Fully customized homepage wireframe • Fully responsive design • Custom mobile homepage or standard mobile responsive homepage • Video background or standard rotating image carousel (switchable at any time) • Up to three (3) customer experience features - Choose from Granicus' library including service finder, geo finder, or data visualization banner • Programming/CMS implementation • Migrate up to 200 webpages • Up to ten (10) forms converted into the new CMS • One (1) day of on-site consultation / training to be applied towards additional project management or training (two (2) of three (3) days must be consecutive) Order Form Kent, WA Order #: Q-109647 Prepared: 03/23/2021 Page 8 of 11 govAccess Developer Toolkit Set-up & Config Implementation includes: Installing Developer Toolkit in govAccess CMS Quality assurance (QA) testing Access to online training documentation around advanced account functions and capabilities Access to an implementation consultant for up to 30 days following installation govAccess Developer Toolkit Technical Training Provides a balance of Product knowledge and industry best practices to a specific audience. Sessions are delivered by product experts via videoconferencing technology. Departmental Website Usability Workshop The Departmental Website Usability Workshop is an onsite consultative service for two to three departments per day to help departments identify: • Key services, public information, and workflows • Top website pain points • Analytics performance for department-related pages • Paper forms with potential for conversion to web • Third party applications inventory GRANICUS ADVANCED NETWORK AND SUBSCRIBER INFORMATION Granicus Communications Suite Subscriber Information. Data provided by the Client and contact information gathered through the Client's own web properties or activities will remain the property of the Client ('Direct Subscriber'), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of the Client, unless required by law. Granicus shall: (i) not disclose the Client's data except to any third parties as necessary to operate the Granicus Products and Services (provided that the Client hereby grants to Granicus a perpetual, non-cancelable, worldwide, non-exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products by the Client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and any other legitimate business purpose, including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information). Data obtained through the Granicus Advanced Network. Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client's digital communication (the 'Advanced Network'). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a 'Network Subscriber' to the agency it subscribed to through the Advanced Network. Order Form Kent, WA Order #: Q-109647 Prepared: 03/23/2021 Page 9 of 11 Network Subscribers are available for use while the Client is under an active subscription with Granicus. Network Subscribers will not transfer to the Client upon termination of any Granicus Order, SOW, or Exhibit. The Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW, or Exhibit placed under this agreement. All information related to Network Subscribers must be destroyed by the Client within 15 calendar days of the Order, SOW, or Exhibit placed under this agreement terminating. Opt-In. During the last 10 calendar days of the Client's subscription, the Client may send an opt- in email to Network Subscribers that shall include an explanation of the Client's relationship with Granicus terminating and that the Network Subscribers may visit the Client's website to subscribe to further updates from the Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to the Client upon termination. Order Form Kent, WA Order #: Q-109647 Prepared: 03/23/2021 Page 10 of 11 TERMS & CONDITIONS Link to Terms: https://granicus.com/pdfs/Master_Subscription_Agreement.pdf Upon the effective date, this Agreement shall supersede and replace any previous agreement between the parties for the Terminating and/or Existing Subscriptions listed herein. All such prior agreements between the parties are hereby void and of no force and effect This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Kent, WA to provide applicable exemption certificate(s). Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-109647 dated 03-23-2021 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which the volume has changed from the prior term without regard to the prior term's per-unit pricing. Client will be eligible to request a basic redesign credit for one (1) govAccess main website after completing year four (4) of this uninterrupted five (5) year Agreement. Client must request the basic redesign credit prior to the end of the initial term. The redesign will be available after payment of the annual invoice for year four (4) of the Agreement. The basic redesign credit will only be available if there are no outstanding govAccess invoices at the time the request is made. Any termination of the Agreement prior to the end of the initial term renders the basic redesign credit offer null and void. Granicus will not develop a sitemap or new content as an included part of any free redesign work, but will assist the Client in transferring existing content into the new design. The basic redesign credit will be equivalent to either: A template selected from the then-current Granicus best practices library, or; A dollar credit not to exceed $8,000.00 applied towards a custom redesign of one (1) existing main website Billing Frequency Notes (Milestones - 40/20/20/20): An initial payment equal to 40% of the total; A payment equal to 20% of the total upon Granicus' delivery of the draft homepage design concepts to the client; A payment equal to 20% of the total upon implementation of the main website into the VCMS on a Granicus-hosted development server; and A payment equal to 20% of the total upon completion; provided, however that the client has completed training. If the client has not completed training, then Granicus shall invoice the client at the earlier of: completion of training or 21 days after completion. Dana Ralph Order Form Kent, WA Order #: Q-109647 Prepared: 03/23/2021 Page 11 of 11 BILLING INFORMATION Billing Contact:Purchase Order Required? [ ] - No [ ] - Yes Billing Phone:PO Number: If PO required Billing Email: If submitting a Purchase Order, please include the following language: The pricing, terms, and conditions of quote Q-109647 dated 03/23/2021 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. AGREEMENT AND ACCEPTANCE By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. Kent, WA Signature: Name: Title: Date: Dana Ralph Exhibit C – Nondisclosure Agreement AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Granicus, LLC EXHIBIT B SERVICE LEVEL AGREEMENT (“SLA”) AND SUPPORT SERVICES 1. Description of Services A. SERVICE LEVEL AGREEMENT 1. Applicable Levels. Vendor shall provide the Service to the City with a System Availability of at least 99.5% during each calendar quarter of the Agreement following initial implementation completion. 2. Scheduled System Maintenance. Vendor may take the Service offline for scheduled maintenances of which City has received prior written notice of the planned maintenance schedule. Scheduled maintenance for govAccess will take place between 1:00am – 4:00am ET every Monday. Notifications will be posted on status.granicusops.com. Email notifications can be subscribed to from that page. 3. System Availability Definition. 3.1. “System Availability” means the percentage of minutes in a quarter that the key components of the Service are operational 3.2. Not Included in “System Availability” a. scheduled maintenance; b. events of force majeure; or c. The first 4 outages in any given quarter that are corrected within 15 minutes of their start; or d. The first 5 minutes of any outage; or e. events caused by the City’s acts or omissions or inoperability of City’s technology/devices. 4. Remedies. Should Vendor not achieve at least 99.5% System Availability in any calendar quarter, the City shall be entitled to the following credit against fees due: The credit remedy provided herein is not exclusive and City shall be entitled to all other remedies provided for in this Agreement or provided in law and equity as a result of Vendor’s failure to meet System Availability requirements. Outage credits will be provided upon City’s request. Exhibit C – Nondisclosure Agreement AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Granicus, LLC B. SUPPORT SERVICES 1. Services Support entitles the City to the following: 1.1 Telephone or electronic support to help the City locate and correct problems with the Service between 8:00am – 10:00pm ET. Emergency support is available 24/7. Support requests may be submitted via: a. Portal: support.granicus.com b. Email: support@granicus.com c. Phone: 1-800-314-0147 1.2 Bug fixes and code corrections to correct Service malfunctions to bring the Service into substantial conformity with the operating specifications. 1.3 All extensions, enhancements and other changes that Vendor makes or adds to the Service and which the Vendor offers, without charge, to all other Subscribers of the Service. 1.4 Up to 3 dedicated contacts designated by the City in writing that will have access to support services. 2. Response and Resolution Goals 2.1 Severity 1: The Production system/application is down and there is no reasonable work around currently available. With 1 hour of Vendor’s receipt of notice, the Vendor will begin continuous work on the issue, and a City resource must be available at any time to assist with problem determination. Once the issue is reproducible or once vendor has identified the Service defect, Vendor will provide reasonable efforts for workaround or solution within 24 hours. 2.2 Severity 2: The system or application is seriously affected. The issue is not critical and does not comply with the Severity 1 conditions. There is no workaround currently available. The Vendor will work during normal business hours to provide reasonable effort for workaround or solution within 3 business days, once the issue is reproducible. 2.3 Severity 3: The system or application is moderately affected. The issue is not critical and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround. The Company will work during normal business hours to provide reasonable effort for workaround or solution within 5 business days, once the issue is reproducible. 2.4 Severity 4: Non-critical issues. The Company will seek during normal business hours to provide a solution in future releases of the Service. Exhibit C – Nondisclosure Agreement AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Granicus, LLC EXHIBIT C NON-DISCLOSURE OF CONFIDENTIAL INFORMATION 1. Scope of Confidentiality Obligation in a SAAS Agreement. 1.1 Limitations. The Parties recognize that in a SAAS Agreement, the City is placing its information, including Confidential Information, on the Vendor’s hosted software application. In providing this hosted service, the Vendor is not disclosing or providing City with its confidential information such as its source code or other proprietary or intellectual property technology. City therefore cannot modify, reverse engineer or otherwise decompile Vendor’s technology and City has committed to not doing so in this Agreement. Thus, this Addendum describes Vendor’s obligations with respect to City’s confidential information provided to Vendor. 2. Definition of Confidential Information and Exclusions. 2.1 "Confidential Information" means non-public information on Vendor’s SAAS that City designates as being confidential or which, under the circumstances surrounding disclosure, Vendor ought to treat as confidential, including but not limited to information in tangible or intangible form relating to and/or including City data, computer programs, code, algorithms, formulas, processes, inventions, schematics and other technical, business , financial and product development plans, forecasts, strategies and proprietary or intellectual property whether or not it is owned by City and information received from others that City is obligated to treat as confidential. Except as otherwise indicated in this Agreement, the term “Vendor” also includes all its Affiliates. An “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, controls, are controlled by, or are under common control with a party. 2.2 Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Vendor’s breach of any obligation owed City; (ii) became known to Vendor prior to City’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than City other than by the breach of an obligation of confidentiality owed to City; (iv) is independently developed by Vendor; or (v) is not confidential as a matter of law. 3. Obligations Regarding Confidential Information. 3.1 Except as otherwise provided herein, Vendor shall: a. Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than prevailing standard of reasonable care in the Vendor’s industry, to keep confidential the Confidential Information of the City; b. Refrain from disclosing, reproducing, summarizing and/or distributing City’s Confidential Information except in pursuance of Vendor’s business relationship with City, or only as otherwise provided hereunder; and c. Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by City to Vendor under the terms of this Agreement. 3.2 Notwithstanding anything to the contrary herein, City and Vendor will disclose Confidential Information in accordance with judicial action, federal or state public disclosure requirements, state or federal regulations, or other governmental order or requirement of law. In Exhibit C – Nondisclosure Agreement AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Granicus, LLC the context of public records requests, City will give the Vendor reasonable notice prior to Vendor’s records consistent with City’s rules to allow Vendor a reasonable opportunity to seek injunctive or other applicable judicial relief preventing such disclosure. 3.3 The Vendor may disclose Confidential Information only to Vendor’s employees and consultants on a need-to-know basis. The Vendor will have executed or shall execute appropriate written agreements with third parties sufficient to enable Vendor to enforce all the provisions of this Agreement. 3.4 Vendor shall notify the City promptly and without undue delay upon discovery of any unauthorized use or disclosure of Confidential Information as defined by this Agreement. Vendor will cooperate with City in helping City regain possession of its Confidential Information and prevent its further unauthorized use or disclosure. Exhibit D – Insurance Requirements AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Granicus, LLC EXHIBIT D 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: 1. 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 included as an Additional 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. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 3. Professional Liability (E&O) insurance appropriate to the Consultant’s profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 2. Professional Liability insurance shall be written with limits no less than 1,000,000 per claim. 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: 1. 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 City of Kent shall be included 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 including the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a Exhibit D – Insurance Requirements AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Granicus, LLC certified copy of all required insurance policies in the event a claim is made. 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 A:VII. 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. The Consultant will provide thirty (30) days prior written notice to City of any notice of cancellation by certified mail, return receipt requested. ACORO® CERTIFICATE OF LIABILITY INSURANCE 10/20/2021 DATE(MM/DD/YYYY) 1 6/11/2021 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). PRODUCER Lockton Insurance Brokers, LLC CONTACT NAME: CA License #OF15767 Three Embarcadero Center, Suite 600 San Francisco CA 94111 PHONE FAX Ext : A/C No E-MAILo ADDRESS: (415) 568-4000 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: National Fire Insurance Co of Hartford 20478 INSURED Granicus, LLC 1418581 408 Saint Peter Street INSURER B : Continental Casualty Company 20443 INSURER C : The Continental Insurance Company 35289 INSURER D : Suite 600 Saint Paul MN 55102 INSURER E INSURER F : COVERAGES GRAINOI CERTIFICATE NUMBER: 17636380 REVISION NUMBER: XXXXXXX 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 LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx] OCCUR N N 6043664103 10/20/2020 10/20/2021 EACH OCCURRENCE $ 1000 000 A AGE To RENTED PREM SES Ea occu ence $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY �X JECOT- �X LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY Com $100 D (x Coll $1,000 D N d N 6043664084 10/20/2020 10/20/2021 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ XXXXXX XX BODILY INJURY (Per accident) $ XXXXXXX X PROPERTY DAMAGE Per accident $ XXXXXXX X $ XXXXXX XX UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE NOT APPLICABLE EACH OCCURRENCE $ XXXXXX XX AGGREGATE $ XXXXXX XX DED I I RETENTION $ $ XXXXXXX C C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? F_N] (Mandatory in NH) yes, describe under DESCRIPTION OF OPERATIONS below N / A N 6043664067 AOS) 6043664070 (CA) 10/20/2020 10/20/2020 10/20/2021 10/20/2021 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Evidence of Coverage Only. CERTIFICATE HOLDER CANCELLATION See Attachment 17636380 City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 22O 4th Ave. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN South Kent 98032 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPR E AT�� i ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATIM. All rights reserved. The ACORD name and logo are registered marks of ACORD To whom it may concern: 17636380. The above inbox is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox. Exhibit E – Nondiscrimination Policy & Forms AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Granicus, LLC EXHIBIT E CITY OF KENT NON-DISCRIMINATION POLICY AND FORMS DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City’s equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City’s sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: ___________________________________________ For: __________________________________________ Title: __________________________________________ Date: _________________________________________ Exhibit E – Nondiscrimination Policy & Forms AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Granicus, LLC CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City’s nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City’s equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. Exhibit E – Nondiscrimination Policy & Forms AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Granicus, LLC CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: ___________________________________________ For: __________________________________________ Title: __________________________________________ Date: _________________________________________ WA Kent MAwithExhibits 11 June2021 Final Audit Report 2021-06-11 Created: 2021-06-11 By: Olivia Rockwell (olivia.rockwell@granicus.com) Status: Signed Transaction ID: CBJCHBCAABAAz—yNv_UfGvE-EzHYkzuLEjD-R6QKLayh "WA Kent_MAwithExhibits_11June2021" History Document created by Olivia Rockwell (olivia.rockwell@granicus.com) 2021-06-11 - 7:59:40 PM GMT- IP address: 204.13.116.198 Document emailed to Kelly Oliver (kelly.oliver@granicus.com) for signature 2021-06-11 - 8:05:18 PM GMT Email viewed by Kelly Oliver (kelly.oliver@granicus.com) 2021-06-11 - 8:21:24 PM GMT- IP address: 104.143.198.111 1 Document e-signed by Kelly Oliver (kelly.oliver@granicus.com) Signature Date: 2021-06-11 - 8:22:08 PM GMT - Time Source: server- IP address: 216.193.158.137 Agreement completed. 2021-06-11 - 8:22:08 PM GMT a Adobe Sign