HomeMy WebLinkAboutCAG2023-073 - Original - SWIFTCOMPLY US OPCO INC. - Stormwater Management Software - 02/09/2023Ap
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Originator:Department:
Date Sent:Date Required:
Mayor or Designee
Date of Council Approval:
Grant? Yes No
Type:
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Date Received: City Attorney:
Comments:
Date Routed: Mayor’s Office City Clerk’s Office
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Vendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Local Business? Yes No*
Business License Verification:
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Yes In-Process Exempt (KCC 5.01.045)
Notice required prior to disclosure?
Yes No
Contract Number:
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. 20221201
FOR CITY OF KENT OFFICIAL USE ONLY
Agreement Routing Form
For Approvals, Signatures and Records Management
(Optional)
Basis for Selection of Contractor:
* Memo to Mayor must be attached
Termination Date:
Authorized to Sign:
Authorized Signer Verified
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SWIFTCOMPLY
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 SWIFTCOMPLY US OPCO INC.(Vendor), a CORPORATION, with its principal place of
business at 6701 KOLL CENTER PKWY SUITE 250, PLEASANTON, CA 94566, effective on
the last date signed below. This Agreement is to provide access to Vendor’s products and services
as identified in Vendor’s proposal, a copy of which is attached and incorporated as Exhibit A.
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 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 1 year (Initial Term), commencing on the
effective date of this Agreement and terminating 1 calendar year from the effective date, with the
option for the City to renew annually thereafter. 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 (which
includes only the Backflow System Setup, configuration, all data migration, City of Kent
staff training, testers onboarding, Project Management, and, the recurring annual fee for
the SwiftComply SaaS Yearly Subscription for Software, Customer Success, and online
test report submissions, and, an optional Integration with 3
rd Party Software Support
(API))are set forth in the attached and incorporated Exhibit A.SwiftComply Fog System
Setup and SwiftComply Fog System SaaS Subscription are not included as part of this
agreement.
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 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. All contract amounts shall be inclusive of sales or other applicable taxes, and
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.
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and SwiftComply
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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, (b) it
shall give due priority to the performance of the Service, and (c) time shall be of the essence in
connection with 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.
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
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and SwiftComply
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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 refund to City the Fees previously paid by
City to Vendor for the unused term of this Agreement and Fees for the
time for which said deficiency(ies) existed.
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 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)
AGREEMENT FOR SOFTWARE AS A SERVICE
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it is necessary to allow Vendor’s Licensors to perform services under this Agreement); (3) in order
to provide 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,
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,
AGREEMENT FOR SOFTWARE AS A SERVICE
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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;
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;
AGREEMENT FOR SOFTWARE AS A SERVICE
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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 EITHER PARTY’S INDEMNIFICATION
OBLIGATIONS, CONFIDENTIALITY AND SECURITY OBLIGATIONS, REPRESENTATIONS AND
WARRANTIES, AND INTELLECTUAL PROPERTY INFRINGEMENT OBLIGATIONS, IN NO EVENT SHALL
EITHER PARTY’S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS
AGREEMENT EXCEED THE PARTY’S STATED INSURANCE LIABILITY CAP.
11.2. NEITHER PARTY WILL BE LIABLE FOR BREACH-OF-CONTRACT DAMAGES SUFFERED
BY THE OTHER PARTY THAT ARE REMOTE OR SPECULATIVE, OR THAT COULD NOT HAVE
REASONABLY BEEN FORESEEN ON ENTRY INTO THIS AGREEMENT.
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.
c.City Council fails to appropriate funds for contract payments.
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..
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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.
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.
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.
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,
AGREEMENT FOR SOFTWARE AS A SERVICE
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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
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.
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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.
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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.
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:
SWIFTCOMPLY
By:
Print Name: OLIVIER TERRIEN
Its Vice President, Business Development
DATE: February, 7th 2023
CITY:
CITY OF KENT
By:
Print Name:
Its
DATE:
NOTICES TO BE SENT TO:
Attn: Michael O’Dwyer
6701 Koll Center Pkwy
Suite 250
Pleasanton, CA 94566
619-304-6022 (telephone)
n/a (facsimile)
Email: hello@swiftcomply.com
NOTICES TO BE SENT TO:
Attn: SOMEN PALIT
City of Kent Information Technology Dept
220 Fourth Avenue South
Kent, WA 98032
(253) 856-856-_4600 (telephone)
(253) 856-856-_4700 (facsimile)
Email: ITA@kentwa.gov
APPROVED AS TO FORM:
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and SwiftComply
Page 10
Dana Ralph
Mayor
02/09/2023
Kent Law Department
ATTEST:
Kent City Clerk
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and SwiftComply
Page 11
EXHIBIT A
VENDOR PROPOSAL (Valid until 2/24/23)
Exhibit A – Vendor Proposal
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT A (continued)
Exhibit A – Vendor Proposal
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT A (continued)
Exhibit A – Vendor Proposal
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT B
SERVICE LEVEL AGREEMENT (“SLA”) AND SUPPORT SERVICES (Continued)
This Service Level Agreement (“SLA”) applies to Customer’s use of the Contractor Service during
the Term in accordance with Section 1.1 of the Agreement. All terms used herein but not defined
shall have the meaning given to them in the Agreement.
1- Support 619.304.6022, hello@swiftcomply.com. Support office hours are 7am-7pm EST from
Monday to Friday except US national public holidays. Knowledge base is available 24/7 at
https://knowledge.swiftcomply.com/hc/en-us.
2- Service Commitment
Contractor shall use commercially reasonable efforts to make the Contractor Service available with
a Monthly Uptime Percentage (defined below) of 99.9%, during the Term (the “Service
Commitment”).
In the event Contractor does not meet the Service Commitment, Customer’s sole remedy shall be
a Service Credit as described below.
Update process is continuous, typically once every two weeks and always deployed out of US work
hours after extensive testing and validation in a staging environment.
3- Definitions
The following capitalized terms shall be given the meaning set forth below:
3.1- “Uptime Percentage” is calculated by subtracting from 100% the percentage of time during an
applicable calendar month in which the Contractor Service was Unavailable for one or more
continuous period of 3 minutes or more. Uptime Percentage measurements exclude downtime
resulting directly or indirectly from any SLA Exclusion (defined below).
3.2- “Service Credit” is a dollar credit, calculated as set forth below, that Contractor will credit back
to
Customer as described in Section 4 of this SLA.
3.3- “Unavailable” and “Unavailability” means a period of time during which an Authorized User
with
valid credentials cannot log into the Contractor Service, retrieve a form, and log out.
4- Service Commitments and Service Credits
Service Credits are calculated, in accordance with the schedule set forth below, as a percentage of
the total amounts paid by Customer for the Contractor Service that are attributable to the monthly
period in which the Unavailability occurred.
Uptime Percentage Service Credit Percentage
Less than 99.9% but equal to or greater than 98.0% 10% of the Fees attributable to such month
Less than 98.0% but equal to or greater than 90.0% 20% of the Fees attributable to such month
Less than 90.0% 30% of the Fees attributable to such month
Exhibit B – Service Level Agreement and Support Services
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT B
SERVICE LEVEL AGREEMENT (“SLA”) AND SUPPORT SERVICES (Continued)
Contractor will apply any Service Credits only against future payments otherwise due from
Customer; provided, however, that if any Service Credits remain outstanding upon termination or
expiration of the Agreement, then Contractor will provide a refund to Customer in the amount of
such outstanding Service Credits. Customer’s sole and exclusive remedy for any unavailability is
the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
5- Credit Request and Payment Procedures
To receive a Service Credit, Customer must submit a claim by sending an email to
hello@swiftcomply.com. To be eligible, the credit request email must be received by Contractor no
later than 30 days following the last day of the monthly period during which the Unavailability
occurred and must include:
(i) the words “SLA Credit Request” in the subject line;
(ii) the dates and times of each Unavailability Incident Customer is claiming; and
(iii) support request logs that document the errors and corroborate the Customer’s
claimed outage.
If the Uptime Percentage of such request is confirmed by Contractor and is less than
the Service
Commitment, then Contractor will issue a Service Credit to Customer within one
billing cycle
following the month in which Customer’s request is confirmed by Contractor.
Customer’s failure to
provide the request and other information as required above will disqualify Customer
from receiving
a Service Credit.
6- SLA Exclusions
The Service Commitment does not apply to any unavailability, suspension or termination of the
Contractor Service, or any other performance issues, that: (i) are caused by factors outside of
Contractor’s reasonable control, including, without limitation, any Force Majeure Event or Internet
access or related problems beyond the demarcation point of the Contractor Service or its direct
hosting subcontractors (i.e. beyond the point in the network where Contractor maintains access
and
control over the Contractor Service); (ii) result from any actions or inactions of Customer or any
third party (other than Contractor’s direct hosting subcontractor); (iii) result from Customer’s
equipment, software or other technology and/or third party equipment, software or other
technology (other than third party equipment within Contractor’s direct control); (iv) result from
any scheduled maintenance (provided that Contractor gives the Customer notice of scheduled
maintenance at least
48 hours in advance of the downtime, or, in the event of emergency maintenance, provides notice
as soon as practicable); or (vi) arise from Contractors suspension and termination of Customer’s
right to use the Contractor Service in connection with any breach by Customer of the Agreement
(collectively, the “SLA Exclusions”).
Exhibit B – Service Level Agreement and Support Services
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
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
Exhibit C – Nondisclosure Agreement
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT C
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
INFORMATION (Continued)
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
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 C – Nondisclosure Agreement
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT D
INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS
Insurance
The Contractor 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 Contractor, their agents,
representatives, employees or subcontractors.
A. Minimum Scope of Insurance
Contractor 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 named as an insured under the Contractor’s Commercial
General Liability insurance policy with respect to the work performed for
the City using ISO additional insured endorsement CG 20 10 11 85 or a
substitute endorsement providing equivalent coverage.
2. Professional Liability (Errors & Omissions) insurance appropriate to the
Consultant’s profession.
3. Cyber Liability insurance naming the City as an Additional Insured.
B. Minimum Amounts of Insurance
Contractor shall maintain the following insurance limits:
1. Commercial General Liability insurance shall be written with limits no less
than $2,000,000 each occurrence, $2,000,000 general aggregate and a
$4,000,000 products-completed operations aggregate limit.
2. Professional Liability (Errors & Omissions) Insurance shall be written with
limits no less than $1,000,000 per claim and $1,000,000 policy aggregate
limit.
3. Cyber Liability insurance shall be written with limits no less than
$1,000,000 per occurrence and $2,000,000 aggregate.
Exhibit D – Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT D (Continued)
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 Contractor’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 Contractor’s insurance and shall not contribute with it.
2. The Contractor’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 contractor 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 Contractor’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
Contractor 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 Contractor before commencement of the work (see
Certificate and Endorsement inserted after Section F below).
F. Subcontractors
Contractor 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 Contractor.
Exhibit D – Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT D (Continued)
Exhibit D – Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT D (Continued)
Exhibit D – Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT D (Continued)
Exhibit D – Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT D (Continued)
Exhibit D – Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
Exhibit D – Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
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 City of Kent and its contractors are subject to and will comply with the following:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat.
252), (prohibits discrimination on the basis of race, color, national origin);
• 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs
Of The Department Of Transportation-Effectuation Of Title VI Of The Civil
Rights Act Of 1964);
• 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for
Enforcement of Title VI of the Civil Rights Act of 1964).
• Ch. 49.60 RCW (Washington Law Against Discrimination)
The preceding statutory and regulatory cites hereinafter are referred to as “the Acts and
Regulations”.
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 of all of the following is required for this Agreement to be valid and binding. If
any contractor, subcontractor or supplier willfully misrepresents themselves with regard to
the directives outlined below, 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 statements 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.
Exhibit E – Non-Discrimination Policy
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT E (continued)
4. During the time of the Agreement I, the prime contractor, will actively consider
hiring and promotion of women and minorities.
5. During the performance of this contract, the contractor, for itself, its assignees, and
successors in interest (hereinafter referred to as the “contractor”) agrees as
follows:
A. Compliance with Regulations: The contractor, subcontractor, consultant,
vendor, and supplier (hereinafter “Contractor”) will comply with all Acts and the
Regulations relative to non-discrimination, including those applicable to Federally-
assisted programs of the U.S. Department of Transportation, State-assisted
programs through the Washington State Department of Transportation, and
generally under Washington’s Law Against Discrimination, Ch. 49.60 RCW, as they
may be amended from time to time, which are herein incorporated by reference
and made a part of this contract.
B. Non-discrimination: The contractor, with regard to the work performed by it
during the contract, will not discriminate on the grounds of race, color, or national
origin in the selection and retention of subcontractors, including procurements of
materials and leases of equipment. The contractor will not participate directly or
indirectly in the discrimination prohibited by the Acts and the Regulations, including
employment practices when the contract covers any activity, project, or program
set forth in Appendix B of 49 CFR Part 21.
C. Solicitations for Subcontracts, Including Procurements of Materials and
Equipment: In all solicitations, either by competitive bidding, or negotiation made
by the contractor for work to be performed under a subcontract, including
procurements of materials, or leases of equipment, each potential subcontractor or
supplier will be notified by the contractor of the contractor's obligations under this
contract and the Acts and the Regulations relative to non-discrimination on the
grounds of race, color, or national origin.
D. Information and Reports: The contractor will provide all information and reports
required by the Acts and Regulations and directives issued pursuant thereto and will
permit access to its books, records, accounts, other sources of information, and its
facilities as may be determined applicable to contractor’s contract by the City or the
Washington State Department of Transportation to be pertinent to ascertain
compliance with such Acts and Regulations and instructions. Where any information
required of a contractor is in the exclusive possession of another who fails or
refuses to furnish the information, the contractor will so certify to the City or the
Washington State Department of Transportation, as appropriate, and will set forth
what efforts it has made to obtain the information.
Exhibit E – Non-Discrimination Policy
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT E (continued)
E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with
the non-discrimination provisions of this contract, the City will impose such contract
sanctions as it or the Washington State Department of Transportation may
determine to be appropriate, including, but not limited to:
a. withholding payments to the contractor under the contract until the
contractor complies; and/or
a. cancelling, terminating, or suspending a contract, in whole or in part.
F. Incorporation of Provisions: The contractor will include the provisions of
paragraphs (A) through (F) above in every subcontract, including procurements of
materials and leases of equipment, unless exempt by the Acts and Regulations and
directives issued pursuant thereto. The contractor will take action with respect to
any subcontract or procurement as the City or the Washington State Department of
Transportation may direct as a means of enforcing such provisions including
sanctions for noncompliance. Provided, that if the contractor becomes involved in,
or is threatened with litigation by a subcontractor, or supplier because of such
direction, the contractor may request the City to enter into any litigation to protect
the interests of the City. In addition, the contractor may request the United States
to enter into the litigation to protect the interests of the United States.
6. During the performance of this contract, the contractor, for itself, its assignees, and
successors in interest agrees to comply with the following non-discrimination
statutes and authorities; including but not limited to:
Pertinent Non-Discrimination Authorities:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat.
252), (prohibits discrimination on the basis of race, color, national origin);
and 49 CFR Part 21.
ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act
of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced
or whose property has been acquired because of Federal or Federal-aid
programs and projects);
iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits
discrimination on the basis of sex);
iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as
amended, (prohibits discrimination on the basis of disability); and 49 CFR
Part 27;
v. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.),
Exhibit E – Non-Discrimination Policy
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT E (continued)
(prohibits discrimination on the basis of age);
vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section
47123), as amended, (prohibits discrimination based on race, creed, color,
national origin, or sex);
vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the
scope,
coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age
Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,
by expanding the definition of the terms "programs or activities" to include all
of the programs or activities of the Federal-aid recipients, sub-recipients and
contractors, whether such programs or activities are Federally funded or
not);
viii. Titles II and III of the Americans with Disabilities Act, which prohibit
discrimination on the basis of disability in the operation of public entities,
public and private transportation systems, places of public accommodation,
and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by
Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §
47123) (prohibits discrimination on the basis of race, color, national origin,
and sex);
x. Executive Order 12898, Federal Actions to Address Environmental Justice in
Minority Populations and Low-Income Populations, which ensures
Non-discrimination against minority populations by discouraging programs,
policies, and activities with disproportionately high and adverse human health
or environmental effects on minority and low-income populations;
xi. Executive Order 13166, Improving Access to Services for Persons with
Limited English Proficiency, and resulting agency guidance, national origin
discrimination includes discrimination because of Limited English proficiency
(LEP). To ensure compliance with Title VI, you must take reasonable steps to
ensure that LEP persons have meaningful access to your programs (70 Fed.
Reg. at 74087 to 74100);
xii. Title IX of the Education Amendments of 1972, as amended, which prohibits
you from discriminating because of sex in education programs or activities
(20 U.S.C. 1681 et seq).
xiii. Washington Law Against Discrimination (Ch. 49.60 RCW)
Exhibit E – Non-Discrimination Policy
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
EXHIBIT E (continued)
7. The submission of the final invoice for this contract will constitute a reaffirmation
that the preceding statements were complied with during the course of the
contract’s performance.
By signing below, I agree to fulfill the five requirements referenced above.
By: Olivier Terrien
Signature: _
For: OLIVIER TERRIEN
Title: VP Business Development
Date: February 7th, 2023
Exhibit E – Non-Discrimination Policy
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply
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 – Non-Discrimination Policy
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and SwiftComply