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HomeMy WebLinkAboutCAG2021-402 - Original - AV Capture All, Inc. - Judicial Vasic Subscription Agreement - 08/01/2021ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: Director or Designee Date of Council Approval: Grant? Yes No Type:Review/Signatures/RoutingComments: 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. 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. 20210513 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached SUBSCRIPTION AGREEMENT This Subscription Agreement ("Agreement") entered into on this 1st day of August 2021 (“Effective Date”) between AV Capture All, Inc., a Washington State Corporation having a principal place of business at 19125 N Creek Pkwy, Suite 120, Bothell, WA 98011 (referred to herein as “Licensor” or “Vendor”), and City of Kent, WA having a principal place of business at 220 Fourth Ave S. Kent, WA. 98032 referred to herein as “Subscriber” or “City”), collectively referred to as (“Parties”), along with any documents attached hereto or incorporated by reference herein (“Exhibit”), governs Licensor's obligations to Subscriber and Subscriber’s rights with respect to Products furnished by Licensor. In consideration of the mutual promises contained herein, the Parties agree as follows: 1. DEFINITIONS 1.1. “Authorized User” means an individual who has Subscriber’s permission to use the Licensor’s Products. An Authorized User must be a salaried staff employee of Subscriber or person responsible for configuration, administration, management, and maintenance of electronic computing and storage devices. For purposes of this Agreement, the use of the term “Subscriber” hereinafter shall denote Subscriber and Authorized Users as a single whole. 1.2. “Billing Document” means an electronic and/or hardcopy document such a sales invoice, purchase receipt, or other document(s) issued by Licensor, which indicates the items, quantities, and prices for Products provided to Subscriber. 1.3. “Billing Period” means the minimum time interval within the Subscription Term, as specified on the Billing Document, for which the Subscription Fee is paid. 1.4. “Content” means the audio, video and metadata digitally captured and stored through the use of Licensor’s Products. 1.5. “Hosting” means the storage and delivery of Subscriber’s Content. Content may be stored on Subscriber’s local capture drive, Subscriber’s local network server or Licensor’s hosted server. 1.6. “Other Software” means any third party software installed and used on the same computer that Licensor’s Products are installed on. 1.7. "Products" shall mean the software, service and/or hardware manufactured, developed provided, offered and/or licensed by Licensor, (whether free of charge or in exchange for a Subscription Fee, as determined by the Licensor), all as further described in Exhibit A. 1.8. “Subscription” means the receipt of Products by Subscriber, in exchange for payment of the Subscription Fee in compliance with the terms and conditions of this Agreement. “Active Subscription” refers to any Subscriptions (including suspended Subscriptions) that are not terminated. 1.9. “Subscription Fee” means the amount due for each Subscription for each Billing Period during the Subscription Term. The Subscription Fee is described in Exhibit A. The Subscription Fee does not include taxes, customs duties, penalties, interests, shipping charges, and other costs (if any). 1.10. “Subscription Term” means the time period during which Subscriber is entitled to receive Product(s) from Licensor, provided that th e terms and conditions of this Agreement are complied with. The Subscription Term is listed in Exhibit A. 1.11. “Support” means service provided by Licensor in association with providing Products to Subscriber for the Subscription Term. 2. SCOPE OF AGREEMENT 2.1. Licensor shall hereby grant Subscriber the right to obtain, install and use, for the duration of the Subscription Term, the Products described herein as indicated on Exhibit A, subject to the terms, conditions, and limitations specifically set forth in this Agreement. 2.2. This Agreement and the attached Exhibits constitute the entire Agreement. Work performed by a third party contractor who is not hired, retained, or otherwise authorized by Licensor is NOT part of the terms and conditions of this Agreement. 3. ACCEPTANCE OF THIS AGREEMENT 3.1. This Agreement will become effective upon the Effective Date. The terms of any purchase order or invoice that is issued by either party in connection with this Agreement shall not modify the terms of this Agreement. 4. SUBSCRIBER GENERAL OBLIGATIONS 4.1. Subscriber shall inform all of its Authorized Users of the terms and conditions of this Agreement. Subscriber shall enforce their Authorized User’s compliance with all the requirements of this Agreement. 4.2. Subscriber shall refrain from assigning Authorized User rights to any individuals a nd/or legal entities that are not immediate employees of Subscriber, and to take full responsibility for any actions on their part that could lead to abuses or violations of the terms and conditions of this Agreement. 4.3. Subscriber shall not use the Content for any unlawful purposes or actions. In the event that Subscriber uses the Content to violate the rights of a third party or violates applicable laws, Subscriber agrees to defend, indemnify and hold Licensor harmless against all lawsuits, liability, charges, and penalties, including resulting costs and expenses and payment of attorney fees, that may arise as a result of such actions. 4.4. Subscriber and Authorized Users will assist Licensor in the installation of Product during normal business hours by providing the following: (i) sufficient work space for Licensor(ii) access to the Internet for the computer on which the Product(s) is installed (iii) access to the Content storage device and (iv) access to the Authorized Users so that Licensor may properly train the Authorized Users. 4.5. Subscriber acknowledges that Licensor’s Product (other than operating system) is the primary software on the device that Licensor’s Product is installed on and that any Other Software is considered secondary. Subscriber shall be solely responsible for any secondary software that conflicts with Licensor’s Products. Licensor is not responsible for any loss of Content as a result of conflicts from Other Software. 5. LICENSOR GENERAL OBLIGATIONS 5.1. Licensor shall provide the Products and services listed on Exhibit A. 5.2. Licensor shall, for the duration of the Subscription Term, promptly notify and provide Subscriber of free Product updates and upgrades that Licensor makes generally available to subscribers of the Products. Such free Product updates and upgrades do not include any custom development or implementation undertaken on Subscriber’s behalf. 5.3. Licensor shall provide Subscriber with at least 90 days advance written notice as soon as reasonably feasible of any intended material change, discontinuation, or addition to the Products listed on Exhibit A. Additional terms regarding Product may be described on Exhibit A. 5.4. Licensor shall perform the following duties: (i) assist Subscriber with any and all documentation required to execute this Agreement; (ii) assist Subscriber with the download and installation of Licensor’s Products; (iii) train Subscriber and Authorized Users on the features and use of Licensor’s Products; and (iv) provide support for Licensor’s Products as described below. 5.5. Licensor shall provide the following support for the duration of the Subscription Term: (i) provide Licensor’s contact information; (ii) respond within one (1) hour via phone or email from initial contact from Subscriber and remedy any disruption within the timelines provided in Section 5.7; (iii) bug fixes and code corrections to correct malfunctions to bring the Products into substantial conformity with the operating specifications; (iv) all extensions, enhancements, and other changes that Licensor makes or adds to the Products and which Licensor offers, without additional charge, to all other subscribers; (v) contact and assist Subscriber with Product updates/upgrades; and (v i) train new Authorized Users. 5.6. Licensor shall provide Subscriber with a system availability of at least 99.5% during each calendar month of the Agreement following completion of initial implementation. Licensor may take the Products offline for scheduled maintenances of which the Subscriber has received prior written notice of the planned maintenance schedule. 5.7. Licensor shall meet the following minimum response and resolution goals: • Severity 1: The Product is down, seriously impacted a nd there is no reasonable work around currently available. Once Licensor receives notice, the Licensor will begin continuous work on the issue, and a customer resource must be available at any time to assist with problem determination. Once the issue is reproducible or once Licensor has identified the defect, Licensor will provide reasonable efforts for workaround or solution within 24 hours. • 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 or the workaround is cumbersome to use. The Licensor will work during normal business hours to provide reasonable effort for workaround or solution within 3 days, once the issue is reproducible. • 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 Licensor will work during normal business hours to provide reasonable effort for workaround or solution within 5 business days, once the issue is reproducible. • Severity 4: Non-critical issues. The Company will seek during normal business hours to provide a solution in future releases of the Service. 5.8. Support required by Subscriber outside of normal business hours may incur additional costs to Subscriber as provided for in Exhibit A.. 6. TERMS OF PAYMENT 6.1. At Licensor’s discretion, Subscription Fees, reimbursable expenses, interest, and other costs for which Subscriber is obligated may be invoiced together or separately. All costs and expenses under this Agreement shall be inclusive of sales or other applicable taxes, and invoices shall include al tax obligations stated separately from the contact amounts. City shall pay all applicable sales, use, value added, or similar taxes to Licensor and Licensor shall remit all such taxes, if imposed by local and/or state authorities on all software and other taxable goods and services procured by Subscriber under this Agreement. 6.2. Card Payment Program. Licensor may elect to participate in automated credit card payments provided for by Subscriber and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of Licensor. If the Licensor voluntarily participates in the Program, the Licensor will be solely responsibl e for any fees imposed by financial institutions or credit card companies. The Licensor will not charge those fees back to the Subscriber. 6.3. In the event of nonpayment or late payment by Subscriber, Licensor reserves the right to suspend the Subscription pending Subscriber’s payment of all amounts in arrears or to terminate this Agreement in accordance with Section 12 below, and/or pursue other remedies permitted by law. Subscriber agrees to be responsible and liable for all collection costs, including reasonable attorney fees, incurred as a result of nonpayment of the Subscription Fees and/or reimbursable expenses, as well as for interest on past due sums at the lesser of the maximum legally chargeable interest rate or 12 percent per annum. 6.4. In the event of early termination of any Subscription or this Agreement, Subscriber agrees to pay Licensor compensation in an amount consisting of the following: (i) any amounts owed by Subscriber in the form of outstanding payments as of the time of termination; and (ii) fifty (50) percent of the total balance due of the remaining Subscription Term, capped to a maximum of six months. 7. RENEWAL 7.1. Any Subscription may be terminated in accordance with Section(s) 9 or 11 below. Licensor shall notify Subscriber of renewal terms ninety (90) days prior to the end of the Subscription Term. If a renewal Agreement is not in place by the end of the Subscription Term, the Subscription Agreement will renew automatically for a period equivalent to the length of t he current Subscription Term at current pricing. Any renewal period shall be governed by the terms and conditions of this Agreement, unless modified by terms provided by Licensor to Subscriber prior to the commencement of a renewal term. 7.2. This Agreement shall remain in full force and effect for as long as any Subscription remains active or until the Agreement is terminated in accordance with Section 11. 8. VOLUNTARY SUSPENSION OF SUBSCRIPTION 8.1. Whenever a situation may arise where Subscriber needs to suspend the operations for which a particular Subscription is used, Subscriber shall have the right to request that Licensor suspend any or all Subscriptions for a specified period of time without incurring early termination penalties and reactivation charges. The terms and conditions for suspension and reactivation of the Subscription(s) shall be made by a written instrument, agreed and signed by both Parties. At no time shall such a Voluntary Suspension be longer than ninety (90) calendar days. 9. TERMINATION OF SUBSCRIPTION 9.1. The Parties may voluntarily terminate any Subscription prior to the expiration date of the Subscription Term, without indicating their reasons for termination, by serving written notice to the other Party no later than thirty (30) days prior to the date of termination. Access to and usage of the Products related to the terminated Subscription shall be prohibited as of the date of termination. Upon termination, with respect to the Products related to th e Subscription being terminated, Subscriber shall (i) discontinue all use of the Products, and components thereof; and (ii) if so required elsewhere in this Agreement or Exhibits, return or destroy any items relating to the Products (including but not limi ted to, media, software, hardware, and electronic and printed documentation). 9.2. Any remaining Active Subscriptions shall remain in full force unless terminated as provided herein. 10. REFUND 10.1. In the event of voluntary termination of any Subscription(s) or this Agreement, Licensor shall refund to Subscriber the unused portion of the total Subscription Fee pre -paid by Subscriber for the Subscription Term for any Subscription(s) being terminated. The unused portion of the Subscription Fee shall be calculated beginning on the thirty -first (31) day after receiving written notice from Subscriber, less any amounts owed by Subscriber for unpaid fees as of the termination date. 10.2. Should Licensor terminate this Agreement due to a breach on the part of Subscriber, Subscriber will not be entitled to a refund. 11. TERMINATION OF AGREEMENT 11.1. The Parties may voluntarily terminate this Agreement at any time, subject to the provisions of Section 10, by serving written notice to the other Party no later than thirty (30) days prior to the date of termination. 11.2. Licensor may terminate this Agreement without prior notice in the event of Subscriber’s breach of any of the terms and conditions of this Agreement. Alternatively, Licensor may temporarily suspend any or all Active Subscriptions until the breach is cured, provided, however, that if Subscriber fails to cure the breach within thirty (30) days after receiving written notice, this Agreement shall automatically terminate without further notice. Access to and usage of the Product related to the suspended Subscription(s) shall be prohibited as of the date of suspension thereof. Subscriber shall be liable for all fees and costs incurred during the period of such suspension. Upon termination of this Agreement, Subscriber shall (i) discontinue all use of the Product; (ii) if so required elsewhere in this Agreement or Exhibits, return or destroy any items relating to the Product (including but not limited to media, software, hardware, and electronic and printed documentation); and (iii) provide written notice to Licensor by mail, fax, or email, certifying that Subscriber has complied with this paragraph. 11.3. Licensor shall not be liable for any expenses incurred by Subscriber as a result of termination of this Agreement as a whole or any Subscription in particular. 11.4. The provisions and terms of this Agreement pertaining to the Parties’ financial obligations and liability, proprietary rights, copyright protection, as well as Subscriber obligations relating to the termination procedures described herein and any other provision which by its nature should survive, shall remain in force after any termination of this Agreement as a whole or any Subscription in particular. 12. INSURANCE AND INDEMNIFICATION 12.1 Licensor 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 B, “Insurance Requirements.” Licensor shall provide Subscriber with Certificates of Insurance and applicable endorsements to evidence Licensor’s coverage and continued compliance with Exhibit B. 12.2 Licensor shall defend, indemnify, and hold Subscriber 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 Licensor’s Products or Subscriptions or their 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 Licensor representations and warranties in this Agreement; (iii) a third-party claim alleging Licensor’s use of Subscriber data is in violation of this Agreement; (iv) a thirdparty claim alleging a breach of Licensor’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 Licensor’s negligence. 13. INTELLECTUAL PROPERTY RIGHTS 13.1. The Products, and other items supplied by Licensor may contain authorship materials, trademarks, word-marks and other materials that are protected by international conventions and national trademark and copyright laws. All proprietary rights and rights of ownership shall be reserved to their owners, including rights of authorship, creation of derivative works (including translation to foreign languages), inclusion in compilations and collective works, dissemination, and other rights. Subscriber shall refrain from claiming prop rietary rights by virtue of access and use of the Products, and components thereof. 14. CONFIDENTIALITY 14.1. If Licensor and Subscriber have signed a separate non -disclosure agreement, the terms of such non-disclosure agreement control and are incorporated herein. In the event that Licensor and Subscriber have not signed a separate non -disclosure agreement, Subscriber acknowledges that by reason of this Agreement herein it will have access to certain confidential information and materials concerning Licensor's business, plans, methodology, customers, technology, and Product, including without limitation certain information that Licensor considers to be trade secrets (“Confidential Information”). Subscriber agrees that, except in conjunction with the performance of its obligations contained herein, Subscriber will not use in any way for its own account or the account of any third party, nor disclose to any third party except as may be required by law, any such confidential information revealed to it in written or other tangible form or orally, and identified as confidential or which by the nature of the information or the context of its disclosure ought to be understood to be confidential, by Licensor without the prior written consent of Licensor. Subscriber shall take every reasonable precaution to protect the confidentiality of such information. Upon request by Subscriber, Licensor shall advise whether or not it considers any particular information or materials to be confidential. If Subscriber is required to make any disclosure of Licensor's confidential information, to the extent it may legally do so, it will give reasonable advance written notice to Licensor of such disclosure and will use its reasonable efforts to secure confidential treatment of such confidential information prior to its disclosure (whether through protective orders or otherwise). Each party shall be entitled to disclose the existence of this Agreement, but agrees that the terms and conditions of this Agreement shall be treated as confidential and shall not be disclosed to any third party; provided, however, that each party may disclose the terms and conditions of this Agreement as follows: (i) as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to legal counsel of the parties; (iv) in confidence, to banks, investors, underwriters, investment bankers and other financing sources and their advisors; and (v) in connection with the enforcement of this Agreement or rights under this Agreement. The parties recognize that through this Agreement, Subscriber is placing Subscriber data and information on the Licensor’s hosted software application. In providing this hosted service, the Licensor is not disclosing or providing Subscriber with its confid ential information such as its source code or other proprietary or intellectual property technology. Subscriber therefore cannot modify, reverse engineer or otherwise decompile Licensor’s technology and Subscriber has committed to not doing so in this Agreement. Thus, Exhibit C attached and incorporated in this agreement describes Licensor’s obligations with respect to Subscriber’s confidential information provided to Licensor. 15. FORCE MAJEURE 15.1. The Parties shall be absolved of liability for delays caused by events beyond the Parties’ control. Such events shall include acts of natural phenomena, war, popular unrest, epidemics, fire, flood, earthquake and other natural disasters, failures in the operation of computer networks and communications systems, and disruptions in the operation of postal and courier services. 16. WARRANTIES 16.1. Licensor warrants and represents that Licensor is the owner of the Products hereunder or otherwise has the right to grant to the Subscriber the licensed rights to access and use Licensor’s Products through the Subscription and under the terms of this Agreement without violating any rights of any third party worldwide. Licensor 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 Licensor’s Products infringes or misappropriates any patents, copyrights, trade secrets, or other intellectual property rights of any third party, and (ii) Licensor’s products do not knowingly infringe upon or misappropriate any patents, copyrights, trade secrets, or any other intellectual property rights of any third party. 16.2. Licensor warrants that, in performing under the terms of this Agreement, Licensor 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 appears in this Agreement. errors and omissions committed by Licensor in the course of providing the Subscriptions under this Agreement shall be remedied as set forth in this Agreement 16.3. Licensor warrants the Subscription and Products shall comply with all applicable federal, state, and local laws, regulations, codes, and ordinances to which it is subject. Licensor warrants that, throughout the term of this Agreement, including any renewals, the Products and Subscriptions shall comply with changes to and any new applicable federal, state, and local laws, regulations, codes, and ordinances to which it is subject. Licensor warrants and represents that it shall comply with all applicable local, state, and federal l icensing, accreditation, and registration requirements and standards necessary in the performance of this Agreement. 17. LIMITATION OF WARRANTIES 17.1. EXCEPT AS OTHERWISE PROVIDED FOR BY THIS AGREEMENT. AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, ITS PARTNERS, AND SUPPLIERS PROVIDE THE INFORMATION AND THE PRODUCTS “AS IS” WITH All FAULTS AND DEFECTS THEREIN AND WITHOUT ANY WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, AND OF LACK OF NEGLIGENCE, All WITH REGARD TO THE INFORMATION, SERVICES AND PRODUCTS OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES FOR SUCH INFORMATION AND PRODUCTS OR OTHERWISE ARISING OUT OF THE USE OF THE INFORMATION, SERVICES, AND PRODUCTS. THE INFORMATION FURNISHED BY LICENSOR MAY BE USED SOLELY FOR REFERENCE PURPOSES IN THE PROCESS OF INFORMATION EXCHANGE AND SHALL BE USED IN ADDITION TO AND IN CONJUNCTION WITH APPLICABLE REQUIREMENTS OF LAWS, CODES, RULES, REGULATIONS, STANDARDS, AND OTHER REQUIREMENTS ESTABLISHED BY AUTHORITIES POSSESSING VARIOUS LEVELS OF JURISDICTION. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NONINFRINGEMENT WITH REGARD TO THE INFORMATION AND PRODUCT PROVIDED. 18. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES 18.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCLUDING ANY INDEMNIFIED CLAIMS UNDER SECTION 12, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, PUNITIV E, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE USE OF THE PRODUCT OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT. 19. LIMITATION OF LIABILITY AND REMEDIES 19.1. EXCLUDING ANY THIRD-PARTY LIABILITY OR OTHERWISE ARISING FROM LICENSOR’S INDEMNIFICATION OBLIGATIONS, AND NOTWITHSTANDING ANY DAMAGES THAT SUBSCRIBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, All DAMAGES REFERENCED HEREIN AND All DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OWED TO SUBSCRIBER BY LICENSOR, ITS PARTNER, AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT OR ANY THEORY OF LIABILITY SHALL BE LIMITED TO THE GREATER OF THE SUBSCRIPTION FEE ACTUALLY PAID BY SUBSCRIBER OR USD10.00. ANY CAUSE OF ACTION BY SUBSCRIBER WITH RESPECT TO ANY PRODUCT PROVIDED MUST BE INSTITUTED WITHIN ONE (1) YEAR OF THE CLAIM OR CAUSE OF ACTION HAVING ARISEN. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW., EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 20. ASSIGNMENT 20.1. Any assignment of this Agreement by either party without the written consent of the nonassigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. 21. GOVERNING LAW AND VENUE 21.1. This Agreement shall be governed by the laws of the State of Washington and its choice of law rules. Licensor 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 this agreement other than in the aforementioned courts. 22. ENTIRE AGREEMENT 22.1. This Agreement, along with Exhibits and any attachments hereto, constitutes the entire agreement between the Parties relating to the subject matter hereof. Unless specifically stated herein to the contrary, this Agreement does not apply to any other oral or written agreement between the Parties but supersedes all prior written and contemporaneous oral negotiations, discussions, commitments, and understandings (“Prior Agreements”) with respect to the subject matter hereof. In the event any such Prior Agreement remains in effect to the extent required by applicable law, if there is a conflict between the provisions of this Agreement and such Prior Agreement, the provisions stipulated in the body of this Agreement shall control. 22.2. Failure by either Party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or of any other provision of this Agreement. 23. NOTICES 23.1. Notices by Parties may be given by means of electronic mail, fax, or by conventional mail, unless otherwise specified in this Agreement. 23.2. All notices to Licensor must be sent to the addresses listed on the following web page : http://www.avcaptureall.com/PublicPages/Company/ContactUs/tabid/195/Default.aspx 24. General Provisions. 24.1. 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. Subscriber and Licensor agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. 24.2. 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. 24.3. 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 provided by law; provided, however, nothing in this paragraph shall be construed to limit Subscriber’s right to indemnification under this Agreement. 24.4. Independent Contractor. Licensor and Subscriber intend that an independent Contractor relationship be created with this Agreement. Licensor shall not be considered an agent or employee of Subscriber for any purpose and the employees of Licensor are not entitled to any of the benefits that Subscriber provides for its employees. Nor shall this Agreement be evidence of a joint venture between Licensor and Subscriber. 24.5. 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. Licensor shall notify Subscriber in writing of all material defects in the Products or Subscription, or access to either, whether discovered by other parties or by Licensor 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 Products or Subscription or if said defect has the potential to corrupt Subscriber data. 24.6. Public Records Act. The Licensor acknowledges that the Subscriber 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 Licensor 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 Subscriber. As such, Licensor agrees to cooperate fully with the Subscriber in satisfying the Subscriber’s duties and obligations under the Public Records Act. 24.7. City Business License Required. Prior to commencing its performance under this Agreement, Licensor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. 24.8. 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 WHEREOF, the parties hereto have caused this Agreement to be signed by duly authorized officers or representatives as of the date first above written. AV Capture All, Inc. City of Kent, WA. By: By: Print Name: Chad Swanson Print Name: Mike Carrington Title: CEO Title: IT Director Date: 08/05/2021 Date: 08/09/2021 EXHIBIT A Business Terms 1. Subscription Term: 08/01/2021– 07/31/2022 (12 Months) - Adjustable Product/Service Licenses Unit Price Extended Amt Subscription – Judicial Basic 4 $99.00/Mo $396.00/Mo - AV Capture Software - Public Access – 2,500 Hrs Audio-Only - Archive – 7,500 Hrs Audio-Only - Support - Unlimited TOTAL: $99.00/Mo $4,752.00/Yr 2. Licensor Representative: - Representative Name: Chad Swanson - Representative Phone: 888-360-2822 - Representative Email: chad.swanson@avcaptureall.com 3. Subscriber Contact Information: - Agency: City of Kent, WA. Municipal Court - Authorized Representative Name: Margaret Yetter - Authorized Representative Email: MYetter@KentWA.gov - Mailing Address: 1220 Central Ave S Kent, WA 98032 - Street Address: 1220 Central Ave S Kent, WA 98032 - Phone: 253-856-5735 - Fax: 253-856-4700 - Administrative Contact Name: Ida Matias - Administrative Contact Phone: 253-856-5746 - Administrative Contact Email: IMatias@KentWA.gov - Accounts Payable Name: Account Payable - Accounts Payable Phone: - Accounts Payable Email: apinvoices@kentwa.gov Subscription Description The AVCA Judicial subscription includes Software, Services & Support. Software: The software is a PC desktop application that handles the Audio -Only or Audio/Video recording, Court Calendar integration/syncing, and publishing online. The application is designed for use by a Clerk to record court sessions, with the option to publish the sessions online easily and efficiently. The software provides an intuitive user interface enabling the Clerk to import the Court Calendar and optional related documents. All documents are attached to the Audio/Video recording, indexed for searching, and published online for public access. (Publishing is optional). Court Calendar items are synchronized to the Audio/Video recording, enabling citizens or staff to jump directly to calendar items of interest while viewing online. Services: The Services include Cloud Storage Archiving (Authorized User Access) and On-Demand Streaming (Public Access), which is optional. Sessions that have been dropped into Archive may be made available for Public Access at Subscriber’s discretion. Recorded sessions are accessed by the public through the Agency’s website, while the content is hosted and streamed using AVCA’s Content Distribution Network (CDN). Authorized Users have the ability to log into Subscriber’s account to manage published content, make necessary changes, and access optional private sessions not intended for publ ic viewing. Authorized Users have two levels of security; administrator and standard user. Administrative users can manage user accounts and all users can retrieve their own credentials if lost. Judicial Basic Plan - This package includes 500 hours of Audio-Only (100 hours of Audio/Video) on- demand content in Public Access and 2,500 hours of Audio-Only (500 hours of Audio/Video) content in Archive. Sessions are recorded locally, then can be published to cloud storage for hosting, streaming, and public dissemination as desired. Once the total has hit 500 hours in Public Access, newly published sessions get published in and the older sessions drop into Archive. Individual sessions can always be un -archived and the oldest in public access will drop into Archive to make room. Once the Archive total of 1,500 hours is hit, the oldest sessions drop into ‘dark storage’ and are available to the customer upon request. Support: Support includes installation, training, upgrades/updates, and on -going user support for the duration of the subscription, with live customer support assistance between 5:00 AM – 9:00 PM PST/PDT. Contact for support is support@avcaptureall.com or 888-360-2822 x2. EXHIBIT B INSURANCE REQUIREMENTS Insurance The Licensor 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 Licensor, their agents, representatives, employees or subcontractors. Minimum Scope of Insurance Licensor shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Licensor’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. Minimum Amounts of Insurance Licensor 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. EXHIBIT B (Continued) Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for and Commercial General Liability insurance: 1. The Licensor’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 ”Licensor’s insurance and shall not contribute with it. 2. The Licensor’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Licensor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Licensor’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 Licensor 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 Licensor before commencement of the work. F. Subcontractors Licensor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Licensor. WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 July 15, 2021 City of Kent, WA 220 4TH AVE S KENT WA 98032 Account Information: Policy Holder Details :AV Capture All, Inc. Contact Us Business Service Center Business Hours: Monday - Friday (7AM - 7PM Central Standard Time) Phone:(866) 467-8730 Fax:(888) 443-6112 Email:agency.services@thehartford.com Website:https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/15/2021 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 be endorsed.If SUBROGATIONIS 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 NUTMEG INSURANCE AGENCY INC/PHS 02025657 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (866) 467-8730 FAX (A/C, No): (888) 443-6112 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED AV Capture All, Inc. 19125 NORTH CREEK PKWY STE 120 BOTHELL WA 98011-8000 INSURER A : Sentinel Insurance Company Ltd.11000 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: 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 INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS A COMMERCIAL GENERAL LIABILITY X 02 SBM AM1572 02/15/2021 02/15/2022 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $2,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A FAILSAFE TECHNOLOGY E OR O 02 SBM AM1572 02/15/2021 02/15/2022 Each Glitch Aggregate $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. City of Kent, WA is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Kent, WA 220 4TH AVE S KENT WA 98032 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD BUSINESS LIABILITY COVERAGE FORM (e)Insured –State Or Political Subdivision -Any failure to make such Permits,but only with respect to inspections,adjustments,tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit.make in the usual course of business,in connection with theb.With respect to the insurance afforded to distribution or sale of the products;these additional insureds,the following (f)Demonstration,installation, additional exclusions apply: servicing or repair operations, This insurance does not apply to: except such operations performed (1)"Bodily injury","property damage"or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality;or (g)Products which,after distribution (2)"Bodily injury"or "property damage" or sale by you,have been labeled included in the "product-completed or relabeled or used as a operations"hazard.container,part or ingredient of any 7.Additional Insured –Vendors other thing or substance by or for the vendor; ora.C.WHO IS AN INSURED under Section is amended to include as an additional (h)"Bodily injury"or "property insured the person(s)or organization(s) damage"arising out of the sole (referred to below as vendor)shown in the negligence of the vendor for its Declarations as an Additional Insured -own acts or omissions or those of Vendor,but only with respect to "bodily its employees or anyone else injury"or "property damage"arising out of acting on its behalf. However, this "your products"which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i)The exceptions contained in business and only if this Coverage Part (d)(f)Subparagraphs or ;or provides coverage for "bodily injury"or (ii)Such inspections, "property damage"included within the adjustments,tests or servicing "products-completed operations hazard". as the vendor has agreed to b.The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions:to make in the usual course of (1)This insurance does not apply to:business,in connection with the distribution or sale of the (a)"Bodily injury"or "property products.damage"for which the vendor is obligated to pay damages by (2)This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products,or any ingredient,part or liability for damages that the container,entering into, vendor would have in the absence accompanying or containing such of the contract or agreement;products. (b)Any express warranty 8.Additional Insured –Controlling Interest unauthorized by you;C.WHO IS AN INSURED under Section is (c)Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s)or organization(s)shown in the by the vendor;Declarations as an Additional Insured – Controlling Interest,but only with respect to (d)Repackaging,unless unpacked their liability arising out of:solely for the purpose of inspection, demonstration,testing,or the a.Their financial control of you;or substitution of parts under b.Premises they own,maintain or control instructions from the manufacturer,while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional D.alterations,new construction and demolition insureds are described in Section –Limits Of operations performed by or for that person or Insurance. organization.How this insurance applies when other insurance 9.Additional Insured –Owners,Lessees Or is available to an additional insured is described in Contractors –Scheduled Person Or E.the Other Insurance Condition in Section – Organization Liability And Medical Expenses General Conditions.a.C. WHO IS AN INSURED under Section is amended to include as an additional G.LIABILITY AND MEDICAL EXPENSES insured the person(s)or organization(s) DEFINITIONSshown in the Declarations as an Additional 1."Advertisement"means the widespread public Insured –Owner,Lessees Or Contractors, dissemination of information or images that but only with respect to liability for "bodily has the purpose of inducing the sale of goods, injury","property damage"or "personal products or services through:and advertising injury"caused,in whole or in part,by your acts or omissions or the a. (1)Radio; acts or omissions of those acting on your (2)Television; behalf:(3)Billboard; (1)In the performance of your ongoing (4)Magazine;operations for the additional (5)Newspaper;insured(s);or b.The Internet,but only that part of a web (2)In connection with "your work" site that is about goods,products or performed for that additional insured services for the purposes of inducing the and included within the "products- sale of goods, products or services; orcompletedoperationshazard",but c.Any other publication that is given only if this Coverage Part provides widespread public distribution.coverage for "bodily injury"or "property damage"included within the However, "advertisement"does not include: "products-completed operations a.The design,printed material,information hazard".or images contained in,on or upon the b.With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds,this insurance products;or does not apply to "bodily injury","property b.An interactive conversation between ordamage"or "personal an advertising among persons through a computer network.injury"arising out of the rendering of,or 2."Advertising idea"means any idea for an the failure to render,any professional "advertisement".architectural,engineering or surveying services,including:3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged(1)The preparing,approving,or failure to properties of asbestos and includes the mere prepare or approve,maps,shop presence of asbestos in any form.drawings,opinions,reports,surveys, field orders, change orders, designs or 4."Auto"means a land motor vehicle,trailer or drawings and specifications; or semi-trailer designed for travel on public roads,including any attached machinery or (2)Supervisory,inspection,architectural equipment.But "auto"does not include or engineering activities. "mobile equipment".10.Additional Insured –Co-Owner Of Insured 5."Bodily injury" means physical:Premises a.Injury;C.WHO IS AN INSURED under Section is amended to include as an additional insured b.Sickness; or the person(s)or Organization(s)shown in the c.DiseaseDeclarationsasanAdditionalInsured–Co- sustained by a person and,if arising out of the Owner Of Insured Premises,but only with above, mental anguish or death at any time.respect to their liability as co-owner of the premises shown in the Declarations.6."Coverage territory"means: Page 20 of 24 Form SS 00 08 04 05 EXHIBIT C NON-DISCLOSURE OF CONFIDENTIAL INFORMATION 1. Scope of Confidentiality Obligation in a Software as a Service Agreement (SAAS). 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 applic ation. 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 ot herwise 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 pr oduct 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 the context of public records requests, City will give the Vendor reasonable notice prior to release of 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.