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HomeMy WebLinkAboutCAG2023-368 - Original - Black Creek Integrated Systems Corp. - SallyPort - 06/21/2023 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A 5 H 1 N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Lynnette Smith IT Date Sent: Date Required: > 06/08/2023 06/22/2023 fl. Authorized to Sign: Date of Council Approval: a W]Mayor or Designee 06/06/2023 Budclet Account Number: Grant? Yes No7 T20248 Budget?W]Yes E]No Type: N/A Vendor Name: Category: Black Creek Integrated Systems Corp. Contract Vendor Number: Sub-Category: = 2509826 Original O Project Name: SallyPort a- Project Details: Initial contract and support fee of $632,905 for On-Prem solution that O = replaces the Jail Management System (JMS) modules/functionality originally a part of Tiburon under Mayor signature authority. C O Basis for Selection of Contractor: � Agreement $632 905 Direct Negotiation N *Memo to Mayor must be attached i Start Date: Mayor Signature Termination Date: 12/31/2025 im Q Local Business? Yes F,/]No*If meets requirements per KCC3.70.100,please complete'Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: El Yes ElIn-ProcessElExempt(KCC 5.01.045) ❑� Authorized Signer Verified Notice required prior to disclosure? Contract Number: F—]YesO No CAG2023-368 Comments: a <<signature on attached Systems Purchase Agreement p. 19/55 & Remote 3 Access Agreement p. 39/55 (add phone and email)>> �a a� I = Dana Ralph, Mayor in 3 � 0 w Date: <<date on attached Systems Purchase Agreement p. 19/55>> a, cc Date Received:City Attorney: 6/8/23 Date Routed:Mayor's Office 6/15/23 City Clerk's Office 6/20/23 adccW22373_1_20 A Vi-it Documents.KentWA.gov to obtain copies of all agreements Est_ J ,� rev.20221201 KENT W A S H I N G T O N DATE: June 6, 2023 TO: Kent City Council SUBJECT: Jail Management System Purchase Agreement — Authorize MOTION: I move to authorize the Mayor to sign the Systems Purchase Agreement with Black Creek Integrated Systems Corporation, in an amount up to $632,905, subject to final terms and conditions acceptable to the IT Director and City Attorney, and to authorize the IT Director to sign all future annual renewals that are within established budgets. SUMMARY: This agreement is necessary to replace and expand the jail management components currently available in the Tiburon system with a new jail management system, which will include integrations with the police records management system as well as integrations with other systems/services both on- premises and in the cloud. This agreement includes the purchase of software and professional services including integrations, data conversion, configuration, implementation, and training. IT anticipates a tentative "go live" date in Q3 of 2024, after which the incorporated support agreement becomes effective following a 90-day warranty period. This initial support fee is included in this agreement in the amount of $90,540, which will be prorated to the calendar year. This yearly support agreement will need to be renewed annually for the life of this system in order for the City to receive prompt and effective technical support for this system. IT is requesting authorization to allow the IT Director to sign subsequent support renewals provided that funds are available within the established budget. BUDGET IMPACT: Initial contract and support fee of $632,905 will be paid out of existing and approved project budget. Budgeted funds for renewals will be requested in future budget cycles and allocated from IT Software Maintenance Budget. SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. ATTACHMENTS: 1. Exhibit 1-PC21045 On-Prem System Purchase Agreement BCIS Final (PDF) 2. Exhibit 2-City of Kent - JMS Future State (PDF) 05/16/23 Operations and Public Safety Committee MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 6/6/2023 7:00 PM MOVER: Brenda Fincher, Councilmember SECONDER: Marli Larimer, Councilmember AYES: Boyce, Fincher, Kaur, Larimer, Michaud, Troutner 4 ,^0�.%;1.0, 11_17 KE 4 NT WAS ..10. SYSTEM PURCHASE AGREEMENT Between the City of Kent and Black Creek Integrated Systems Corp. This System Purchase 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 BLACK CREEK INTEGRATED SYSTEMS CORP. (Vendor), organized under the laws of the State of Alabama with its principal place of business at 2900 Crestwood Blvd., Irondale, AL 35210-6747, effective on the last date signed below ("Contract Date"). This Agreement is to obtain access to Vendor's products and services, including installation and implementation services, all of which will continue to be supported and maintained by Vendor under the terms of this Agreement. 1. Description of Work and Services Provided by Vendor. 1.1 Products and Services Provided. Vendor shall provide the City with the following products and services: a. Provide Vendor's SallyPort©WA software ("Software") to serve as the City's new jail and inmate management system for the corrections division of the Kent Police Department ("System"), and a perpetual non-exclusive, non-transferable license to utilize the Software for City purposes. b. Manage the delivery, installation, customization, and configuration of the System and the performance of all services in connection therewith as described in, and in conformance with, the Project Scope of Work attached and incorporated as Exhibit A. C. Provide, review, and approve all technical specifications with respect to the City's hardware and equipment to ascertain compatibility with the System. d. Develop, in consultation with the City, the functional design specification documents, acceptance plan, and other project artifacts as detailed in Exhibit A for the system. e. Provide the required interface as listed in Exhibit A to the new records management system being acquired for and by the policing division of the Kent Police Department, and coordinate with that records management system vendor to allow for a seamless integration with the Software to the extent controlled by Vendor. f. Assist the City in performing acceptance testing in the manner contemplated by Exhibit A. g. Assist the City in performing the final acceptance testing to determine whether the System conforms to the acceptance test plan and is ready for final system acceptance. h. Act as the central point of contact and coordinator for all services as related to implementation of the Software. i. Under the terms of Black Creek's Unlimited Support Plan, attached and incorporated as Exhibit B, provide the City with any upgrades, updates, or enhancements to, the base application of the System, concurrently with such upgrades, updates, and enhancements being made available to other licensees of the Software. On the condition that the City is covered by an active support plan—the Unlimited Support Plan—any costs pertaining to the installation of such upgrades, updates, and enhancements shall be the responsibility of Vendor, to the extent the installation involves incorporating the upgrade, update, or enhancement into the System and in doing SYSTEM PURCHASE AGREEMENT Page 1 so securing for the City, at a minimum, the same level of functionality that it had with respect to the System immediately prior to the installation of such upgrade, update, or enhancement. After the System's deployment, new modifications, customizations, and interfaces not included in the Unlimited Support Plan shall be made available to the City at an additional cost mutually agreed upon by the parties. j. Assist the City in determining whether and when the System is ready for use in live operations. k. Ensure any subcontractors Vendor hires to perform work or supply products under this Agreement deliver, configure, install, and support the System, the modification, interfaces, and any third-party products and services in accordance with this Agreement and the specifications. I. Provide and install, as well as require any subcontractor hired by Vendor to provide and install, Software updates, upgrades, and enhancements to the System, including without limitation relevant technical documents, within 30 days after they are made generally commercially available to other licensees of the Software. All such updates, upgrades, and enhancements, including any for maintenance, shall be deemed a part of the System prior to final system acceptance, and shall be provided and installed without additional fee. M. Ensure that all deliverables are delivered to the City free and clear of all liens and encumbrances. n. Deliver, install, and implement the System at the stated location(s) and in stated quantities including without limitation all deliverables in accordance with the specifications included within the Scope of Work attached as Exhibit A and the Project Schedule attached as Exhibit C, or elsewhere in this Agreement, or otherwise mutually agreed upon in writing by the City and Vendor; and with respect to delivery, installation, and implementation, Vendor shall comply with state, federal, and industry standards for such items. o. Following delivery and installation of the System, provide the City with training as specified in the Project Schedule included as Exhibit C. Such training is to be provided on a mutually agreed upon schedule between the City and the Vendor. If the City is not available for training at the scheduled time(s), a revised training schedule will be established based upon the mutual agreement of both parties, and the project schedule shall, if necessary, be revised by mutual agreement of the parties. q. Work in cooperation with City staff and other vendors under contract with the City. Vendor agrees to coordinate and cooperate with all such staff and vendors, as may be necessary, to assure timely and successful implementation of the System according to the project plan and seamless integration with the records management system being contemporaneously procured for and by the policing division of the Kent Police Department through Axon Records. r. Provide maintenance and support services as provided for by this Agreement and Exhibit B. Vendor shall perform the duties described in this Agreement in an efficient, competent, and timely manner and exercise reasonable care, skill, and diligence in their performance. Having regard to the Scope of Work in Exhibit A and the draft Project Schedule in Exhibit C, Vendor shall, in consultation with the City, determine the manner and means by which such duties shall be performed. Such duties shall be performed with the City's full cooperation, at the City's premises, remotely from Black Creek's Corporate offices, or, if agreed to by both parties, at an alternate location. Vendor agrees, while working on the City's premises, to observe City's rules and policies, including but not limited to, the City's Mutual Nondisclosure Agreement, attached and incorporated SYSTEM PURCHASE AGREEMENT Page 2 as Exhibit G. Vendor shall respond expeditiously to any inquiries pertaining to this Agreement and the project from the City. 1.2 Grant of License to Access and Use Products and Services. Through this Agreement, Vendor hereby grants to City, including to all its Authorized Users, a perpetual, non-exclusive, non- sublicensable, non-assignable, royalty-free, and worldwide license to install, integrate, configure, implement, and use the Software, System, or other products and services Vendor makes available to the City through this Agreement. Such products and services shall include those specified within Exhibit A, as well as any additional or future products and services that may be added during the term of this Agreement. The City shall refrain from taking any steps such as reverse assembly or reverse compilation, to derive a source code equivalent to the products and services as further described in Section 13.3. This section 1.2 shall survive termination or expiration of this Agreement. 2. Term. The term of this Agreement shall commence on the Contract Date and expire at the end of the warranty period identified in Section 9.2(f) (Initial Term), with the option for the City to renew thereafter for ongoing support and maintenance of the System for additional one-year terms upon mutual consent of both parties. Annual Support Agreements shall coincide with calendar year; the initial support period will be from end of warranty through the end of that calendar year. Any reference in this Agreement to "days" shall mean "calendar days" unless a different meaning is expressly stated. 3. Compensation. 3.1 Invoices. Payments by the City to Vendor shall represent the full compensation due Vendor for all hardware, software, and services provided by the Vendor under this Agreement. The compensation due Vendor and the terms of such payment are as provided for within Exhibit A, and any approved change orders or contract amendments. The City agrees to pay the Vendor as provided for within Exhibit A pursuant to invoices submitted by Vendor in accordance with the draft project schedule provided for in Exhibit C and conditioned on the City's approval and acceptance of the corresponding major milestone if listed on the Statement of Milestone Substantial Completion attached and incorporated as Exhibit D. 3.2 Undisputed Fees. Undisputed invoices shall be due and payable within 30 calendar days following the City's receipt of an accurate invoice and acceptance of the product as conforming, whichever event occurs last. City shall notify Vendor in writing of any disputed amount within 20 business days of 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 23.2, Dispute Resolution. 3.3 Payment Adjustments. Vendor guarantees pricing for the Unlimited Support Plan as provided for in Exhibit A and Exhibit F for the Initial Term of this Agreement, or any approved change order or contract amendment that alters that pricing. This initial pricing shall be prorated based on the number of days remaining in the calendar year. Thereafter, pricing for support services included in Exhibit B may increase annually by an amount not to exceed COLA (the percent change in CPI-U for the most recent 12-month period as determined by the U.S. Department of Labor Statistics); pricing for additional software, interfaces, customizations, or services not previously quoted in Exhibit AA or Exhibit 6 will be available at the prevailing rate offered to other customers. Amounts due the City as damages may be deducted by the City from any money payable to the Vendor pursuant to this Agreement. The City shall notify the Vendor in writing of any claim for damages prior to the date the City deducts such sums of money payable to Vendor. 3.4 Payments to Third-Parties. The City is contracting only with Vendor for all of the work included in Exhibit A. To the extent that Vendor engages any subcontractor or other third-party in SYSTEM PURCHASE AGREEMENT Page 3 connection with this Agreement, the Vendor shall be solely responsible to make payments to such third-parties and subcontractors, except as noted in Exhibit A. Further, the Vendor is responsible for and guarantees the work of all subcontractors or third-parties it retains to perform any of the work under this Agreement. The City is responsible for retaining and paying third-party vendors for any charges from those vendors that may be incurred to implement interfaces included in Exhibit A. 3.5. 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. 3.6 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. Inspection. Vendor's performance shall be subject to inspection by the City on a periodic basis. The Vendor shall assist in any such inspection by the City's project manager or their designee to allow a determination of Vendor's compliance with Exhibit A and the specifications for this project. Such inspections shall not unduly interfere with Vendor's performance. If the City's Project Manager or their designee determines that the Vendor's performance is not in compliance with the requirements of this Agreement, the City may require the Vendor to correct the performance at no additional cost to the City. If the Vendor fails to correct the performance, the Parties shall have the right to terminate the existing Agreement per the terms of article 17. S. Acceptance. The City shall test the System in accordance with the mutually developed and agreed upon acceptance test plan and the Scope of Work provided for within ExhibitA and shall go- live with the System if, after completing these tests, the City determines that the System conforms to the specifications set out in Exhibit A. In addition, at such time as the System has complied with the acceptance criteria required for final system acceptance, the parties will jointly execute a completion certificate. Until such time, the System will not be deemed to have achieved the acceptance criteria associated with final system acceptance. For purposes of clarity, it is the objective of the parties to achieve final system acceptance within 30 calendar days following the City commencing live operations. 6. System Maintenance and Support Services. In addition to those services provided for within Exhibit A, Vendor shall provide System maintenance and support services as provided for within Exhibit B attached and incorporated. 7. Change to Scope of Vendor Services. The Vendor will provide the services specified in Exhibits A and�B to this Agreement. Any services desired by the City in excess of those specified in this Agreement will be subject to the availability and scheduling of Vendor personnel and to Vendor's rates specified within this Agreement. No changes or revisions to the System, and no additional payment therefore, will be made except pursuant to a written amendment to this Agreement, signed by an authorized representative of both parties. A sample of this type of agreement is attached and incorporated as Exhibit E. S. City Property. The City shall own all data used and generated by the System. Vendor shall not take or do any act that would interfere with the City's access to or use of the data. The City may modify or adapt any portion of System documentation for its own use and at its own expense, to meet the City's specific requirements. Such modifications or adaptations of such documentation SYSTEM PURCHASE AGREEMENT Page 4 made by the City shall remain the property of the City, subject to any confidentiality obligations the City may have in respect of such documentation. If provided access, either locally or via remote access, to the City's network, the Vendor shall prevent loss of System files and data on the City's servers due to acts of the Vendor or its employees, agents, and subcontractors. Vendor shall treat as confidential all information related to remote access, including instructions, user IDs, and passwords. In no case shall Vendor allow a third party (i.e., not employed or engaged by Vendor) to remotely connect to the City's network. 9. Representation and Warranties. The warranties provided for in this section are in addition to any other warranties afforded by law. 9.1 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 continue to maintain all licenses, permits, and certifications required for such Party in connection with the performance of this Agreement; (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. 9.2 Vendor Warranties and Representations. Vendor represents and warrants that all products and services provided under this Agreement will be provided and 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 the specifications and requirements of this Agreement. Vendor also represents and warrants that the System and services, in whole and in part, will perform in accordance with the description of the functions and capabilities provided under this Agreement. Vendor agrees that it will promptly correct errors in accordance with the response guarantees provided for in this Agreement. b. Services. Vendor represents and warrants that (a) it shall perform all services required pursuant to this Agreement in a professional manner, with high quality; (b) it shall give due priority to the performance of the services; and (c) it has the resources, personnel, expertise, and corporate infrastructure available to deliver and support the design, delivery, implementation, and maintenance of the System and meet any milestones or deadlines imposed by this Agreement. C. Title Warranty and Warranty against Infringement. Vendor hereby warrants and represents that Vendor is the owner of the System, its Software, and the services provided or licensed hereunder, or otherwise has the right to grant to the City, the licensed rights to use the System, Software, and services made available 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 System, its Software, or services infringe or misappropriate any patents, copyrights, trade secrets or other intellectual property rights of any third-party; and (ii) Vendor's System, its Software, and services do 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 providing the System, its Software, and in performing the Services under this Agreement, Vendor shall substantially and materially comply with the descriptions and representations provided throughout Vendor's performance of this Agreement, including performance capabilities, accuracy, completeness, characteristics, Statement of Work, configurations, standards, function, and requirements, which appear in this Agreement. SYSTEM PURCHASE AGREEMENT Page 5 e. Warranty of Compliance with Applicable Law. Vendor warrants that all work under this Agreement shall comply with all applicable federal, state, and local laws, regulations, codes, and ordinances to which they are subject. Vendor warrants that, throughout the Term of this Agreement, including any renewals, the System shall comply with changes to and new applicable federal, state, and local laws, regulations, codes, and ordinances to which they are 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 providing the System, its Software, or in performing the services under this Agreement. f. Warranty of Services General Responsibilities. Vendor warrants the System, its Software, and its services for a term of 90 days following the date of Go Live as conforming to the terms of this Agreement. Vendor shall provide Warranty Services as described in this Agreement at no additional cost to correct deficiencies in the System, its Software, or Vendor's services, and to repair and maintain the same 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. Promptly and diligently perform and reperform the services that are not in compliance with documentation/specifications, representations, and warranties at no additional cost to the City; ii. Maintain the System and its Software in accordance with the specifications and terms of this Agreement and meet all availability and system performance service levels as specified in this Agreement. The System and its Software is an on-premises solution for which the City must perform backups and provide failover capability of the City- provided server(s). However, the Vendor shall provide the City with full assistance with recovery and continuity, at no additional cost subject to the terms of the annual support plan, to the extent the City is covered by an active annual support plan at the time of any failure or loss. iii. Promptly coordinate with the City all tasks related to correcting problems and deficiencies connected with the System, its Software, and Vendor's services. iv. Not disable any City software, including the Software provided by Vendor with the System, without notice to and agreement by the City. V. If Vendor and/or City reasonably determines that Vendor is unable to remedy such deficiencies, Vendor or City may terminate the Agreement and Vendor shall issue a prorated refund to City of the fees previously paid by City to Vendor for any unused term of this Agreement and fees from the date of termination. vi. Maintaining compatibility with the City's computing environment, including the City's database software, network, and platforms, within the limitations and constraints of the architecture and programming platform of the System and its Software, and ensuring that future updates, upgrades, enhancements, and modifications to the System and its Software maintain this compatibility. City acknowledges that Vendor provides regular updates to the software and nothing in this Article shall be construed so as to require Vendor to provide updates that are backward compatible to City's existing hardware. SYSTEM PURCHASE AGREEMENT Page 6 10. City Data/Vendor Obligations. 10.1 Ownership and Use. City owns all of the information and materials that it submits, uploads or transfers, or causes to be submitted, uploaded, or transferred utilizing Vendor's products and services (City's Data). 10.2 Security of System and Data. Vendor must make every reasonable effort to protect the City's systems and data from improper access. To the extent that Vendor has access to the City's data, Vendor shall maintain and handle all of the 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. The City has primary responsibility for security of data stored on City premises and transmitted over the City's network. City and Vendor agree that remote support shall be provided through the procedures identified in the City's Remote Access Agreement, attached and Incorporated as Exhibit F. 10.3 Data Restrictions. Vendor shall restrict access to City data to Vendor employees, affiliates' employees, or others who need to know that information to provide products and services to City. City data shall be stored and hosted within the United States of America. Vendor will use City data for the purposes described in this Agreement. Vendor will not sell, license, transmit or disclose this information outside of Vendor's business unless: (1) City expressly authorizes Vendor to do so; (2) it is necessary to allow Vendor's licensors to provide products or perform services under this Agreement); (3) in order to provide Vendor's products and 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. 11. 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 products and services, 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 products and services, technology, software, or the intellectual property rights owned by Vendor and its licensors, where applicable. 12. Non-Disclosure of Confidential Information. The Parties' obligations regarding non- disclosure of Confidential Information are contained in the attached and incorporated Exhibit G. 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. 13. City Obligations. 13.1 Hardware Obligations. Except for any equipment or hardware provided by Vendor under this Agreement, the provision and maintenance of which is part of Vendor's required performance under this Agreement, the City shall be responsible for obtaining and maintaining all other computer equipment, hardware, software, and communications equipment needed to internally access and utilize the products and services. 13.2Anti-Virus OblicLations. The 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 the performance of Vendor's software. SYSTEM PURCHASE AGREEMENT Page 7 13.3 Restricted Uses. The 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 products and services, b. modify, disassemble, decompile or reverse engineer the products and services or pre-release equipment or hardware devices or software disclosed, C. copy, reproduce, resell or commercially exploit the products and services, d. reverse engineer, decompile or disassemble any software code and/or pre- release equipment or hardware devices disclosed. 14. Indemnification Obligations. 14.1 City Indemnification Obligations. Subject to Section 14.3 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. 14.2. Vendor Indemnification Obligations. Subject to Section 14.3 below, to the extent caused by Vendor, 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) any breach by Vendor (or any of Vendor's employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Agreement; (ii) a third- party claim alleging that the Vendor's Products or Services, content, software, or technology infringes or misappropriates the rights of, or has caused harm to, a third-party; (iii) a third-party claim alleging a breach of any Vendor representations and warranties in this Agreement; (iv) a third-party claim alleging Vendor's use of City Data is in violation of this Agreement; or (v) 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, (vi) third-party claim of injury or death to person or damage to property arising from Vendor's negligence. 14.3 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; SYSTEM PURCHASE AGREEMENT Page 8 d. the indemnifying party may not settle any claim that includes an admission of liability, fault, negligence or wrongdoing on the part of the indemnified party unless the indemnified party provides prior written consent, e. the indemnified party shall have the right, at its option and expense, to participate in the defense of any action, suit or proceeding relating to such a claim through counsel of its own choosing; f. each indemnified party will undertake commercially reasonable efforts to mitigate any loss or liability resulting from an indemnification claim related to or arising out of this Agreement. 15. Limitation of Liability 15.1. 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. 15.2. 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. 15.3. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. 16. 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 Ex ibi H, "Insurance Requirements." Vendor shall promptly provide City with certificates of insurance to evidence Vendor's continued compliance with Exhibit H. 17. Termination of Agreement. 17.1 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 90 days advance written notice of termination, and the Vendor upon giving the City 90 days advance written notice of termination. 17.2 Termination by City for Cause. In addition to any other rights granted to City in this Agreement or under law, the City has the right to terminate this Agreement immediately upon written notice due to: a. a material breach of a term, representation, or warranty under this Agreement (including a material breach under any incorporated 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 calendar days following receipt of written notice from City. A material breach shall be deemed to have occurred if the System continues to exhibit defects causing serious disruption of use and/or repeated periods of downtime, notwithstanding Vendor's remedial or maintenance efforts, over a continuous period of 60 calendar days. b. a third-party's proven claim that Vendor's products or services, content, data, infrastructure, professional services, technology, software, or any other services and products provided to the City by Vendor or its subcontractors or licensors or other third-parties, and the SYSTEM PURCHASE AGREEMENT Page 9 intellectual property rights associated therewith, infringes upon such third-party's intellectual property rights. C. City Council fails to appropriate funds for payment of Vendor's Products or Services under this Agreement. 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. 17.3 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 90 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 proven claim that City's Data, and/or intellectual property infringes upon such third-party's rights. 17.4 No Suspension of Services. Provided City continues to timely make all undisputed payments, Vendor warrants that during the term of this Agreement, Vendor will not withhold products or services 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. 17.5 Effect of Termination. a. Once the City has paid in full the agreed license fee for the Software and all associated implementation work, the licensing rights or other rights granted hereunder for the System and its Software shall not terminate unless there is a material breach of the City's obligations under the licensing grant or nondisclosure sections of this Agreement. In such event, however, the City will not receive updates of, or modifications to, the Software by Vendor. The City will only be entitled to access the non-current source through its exercise of the license granted under the Agreement. b. If Vendor is found to have materially breached a warranty under this Agreement, the City may terminate the Agreement immediately and the City shall not be financially obligated for any costs associated with this Agreement and shall be reimbursed for any payments made, less expenses incurred by Vendor. A Material Breach shall be as defined in 17.2(a) above. C. Subject to subsection 17.5(a) above, if either party terminates this Agreement without cause, the 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, the City will be reimbursed a prorated amount of unused, prepaid fees. d. 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. SYSTEM PURCHASE AGREEMENT Page 10 e. In the event this Agreement terminates for any reason, Vendor shall provide the City with all City Data in the Vendor's possession, in a format acceptable and at no cost to City, within 30 calendar days of the effective date of termination. 18. Remedies. Termination of this Agreement shall not affect any right of action of either party prior to the termination being effected. 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 below, or at law or equity, the City shall have the right to recover from Vendor all damages reasonably caused by default of any representation or warranty. 18.1 Defective Media. If the material on the media containing the Software is defective, the City shall notify the Vendor and Vendor shall promptly assist the City to restore the Software from backup at no charge to the City. 18.2 Damaged Data. If the Vendor, or any employee, agent, or subcontractor of Vendor, loses or damages any City data, the Vendor shall, at its own expense, promptly replace or regenerate the lost or damaged data from the City's machine-readable supporting material or obtain a new copy of lost or damaged data from the City. 18.3 Nonconformity. If the System does not perform in accordance with the description of functions and capabilities as described in Exhibit A, or if a material portion of the System is defective, said non-conformance or defect will be considered a breach. The City shall notify Vendor in writing specifying in reasonable detail the reason for the claimed breach, as soon as practicable after discovery of the breach. Vendor shall then, at its own expense, replace or make such corrections to the System as necessary to cure the deficiency. Vendor shall notify the City, in writing, when such corrections have been completed. If the Vendor fails to replace or correct the System to the City's reasonable satisfaction in accordance with this Agreement, or such longer period of time as the parties may agree, the City may return the non-conforming or defective portion, including any portion related the non-conforming or material defect, or the entire System, whichever the City, in its sole discretion, deems is appropriate under the circumstances. Upon return of the System, the Vendor shall refund all fees paid to Vendor under this Agreement. 18.4 Damage Recovery,—,No Self-Help. In addition to any other remedy provided for herein, or at law or equity, the City shall have the right to recover from Vendor all damages reasonably caused by default or any representation or warranty. Vendor shall not employ any "Self-Help" remedies, including without limitation, back door or drop dead devices, whose function is to disable the System remotely. Vendor's remedy is for monetary damages and does not include return of the Software. This paragraph shall not limit the City's right to pursue any other remedy available to it in law, at equity, or pursuant to this Agreement. 18.5 Major Milestones. Vendor will provide the City with a written Project Schedule, Exhibit C, with milestone completion dates that have been approved by both parties. Vendor acknowledges and agrees that time is of the essence, and agrees to make every commercially reasonable effort to complete the project in accordance with the project schedule and all applicable schedules. The City agrees to perform tasks identified in the project schedule as City's responsibility in a timely manner. Since it is imperative that the System implementation be completed according to the project schedule, the City shall be entitled to a refund for any failure by Vendor to meet its obligations hereunder in strict accordance with such project schedule. For any failure to comply with the project schedule not resulting from force majeure, the City shall be entitled to a refund of one-half of one percent (0.50%) of the contract price for every 30 calendar days past a milestone project schedule deadline, in addition to and not in limitation of any other remedies available to the City under this Agreement. For purposes of this subsection "contract price" is the total cost of the purchase and license price of the items specified in the Scope of Work attached as Exhibit A. SYSTEM PURCHASE AGREEMENT Page 11 19. Project Schedule. The project schedule shall be as specified in the attached and incorporated Exhibit C. The project schedule will include the various tasks/activities of the project and identify the party (City or Vendor) responsible for completion of each task/activity. Schedule changes resulting in the delay of major milestones, Vendor deliverables, or project go-live dates will require an agreement by both parties. 20. Key Persons. 20.1 Assignment of Key Project Persons. The Vendor's project team is essential to the services offered pursuant to this Agreement. Therefore, the parties agree that: Vendor will not transfer or reassign individuals assigned to Key Project Leadership positions without the express written agreement of the City, and should such individual(s) no longer be employed during the term of this Agreement by Vendor for whatever reason, the City shall have the right to request a specific replacement. In addition, the City reserves the right to request reassignment of individuals assigned to Key Project Leadership positions if the City, in good faith, believes such individual does not meet the performance or qualification standards established by the City. 20.2 Right of City to Reject Vendor, Employees. The City shall have the right to reject any of Vendor's Key Project Leadership employees whose qualifications or performance in the City's good faith and reasonable judgment do not meet the standards established by the City as necessary for the performance of the services. Such notice shall be provided in writing to the designated location for receipt of notices. Upon receipt of notice, Vendor shall verify receipt of notice and shall meet with City to discuss the problem; and is then responsible for replacing rejected employees, and should do so within 10 business days from the date of the meeting, unless otherwise agreed upon in writing. If a suitable replacement is not agreed upon, the City may terminate this Agreement upon 30 days' advance written notice. 20.3 Key Project Personnel. Vendor agrees to identify in writing the members of its project team, including Vendor's project manager at the time this Agreement is signed. Vendor shall designate a project manager for this project who shall be a qualified and experienced project management employee of Vendor, knowledgeable in the type of System to be installed at the City, and who shall have the management of a successful implementation of the project as their primary responsibility. There shall be a single Vendor project manager during the course of the engagement who will meet as mutually agreed during the course of the System implementation and who will be the single point of contact for the City with Vendor. The City shall have the right to approve Key Project Leadership members of the Vendor's project team, and to request removal and replacement with cause of any Key Project Leadership member for any lawful reason. The Vendor shall notify the City in writing if any member of the Vendor's project team is to be replaced by the Vendor. If there is a delay due to replacement or if additional time or money is needed to train or transition the replacement member, the Vendor shall bear all of the costs associated with such replacement. The Vendor agrees that the following individual shall be the Vendor's project manager: ]aynae Rheaume Software Support Implementation Manager. 20_5_.949.9907 I_rh ea u me A bla c kcree k isc.co m Daniel Flardeman Project Manager 205.949.9951 d hardema n(nD blackcreekisc.com SYSTEM PURCHASE AGREEMENT Page 12 The above-named Vendor project manager will administer this Agreement for the Vendor, will represent the Vendor in all matters pertaining to this Agreement, and shall have the right to approve various change order requests, schedule changes, and other related project management decisions on behalf of the Vendor. The City agrees that the following individual shall be the City's project manager: Annette Pape Project Manager 253.856.4603 apape@kentwa.gov Mark Barry Project Manager 253.856.4668 mbarry@kentwa.gov The above-named City project manager, or in their absence a representative designated by them, will represent the City in all matters pertaining to this Agreement, will administer this Agreement for the City, and shall have the right to approve various change order requests, schedule changes, and other related project management decisions on behalf of the City. Substitutions by a party of any individual assigned to the project shall be subject to approval of the other party; such approval shall not be unreasonably withheld or delayed. 21. Problem Notification. Vendor will promptly notify the City in writing of any events or circumstances that will affect Vendor's performance of its obligations under this Agreement, and/or delivery or installation of any deliverable, or substantially delay completion of the project. Such notice to be given in writing within 10 business days of Vendor discovery of the event or circumstance and of the potential impact thereof on the project schedule under this Agreement. For purposes of this section, "substantial delay" shall mean a delay of more than 15 business days. Unless the City has actual knowledge of the project problem, if the Vendor fails to make such timely notification to the City of such a project problem, the Vendor may not utilize such project problem as the basis for justifying a delay in the project schedule. 22. Non-Discrimination. In the hiring of employees for the performance of this Agreement or any subcontract, the Vendor, its subcontractors, or any person acting on behalf of the Vendor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Vendor 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 I. 23. General Provisions 23.1 Governina 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. SYSTEM PURCHASE AGREEMENT Page 13 23.2. Disgute 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. 23.3 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. 23.4. Nonwaiver. Any failure by either party to enforce strict performance of any provision of the Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of the Agreement. 23.5 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. 23.6 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 five (5) 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. A copy of any such notice shall be emailed to all project managers and parties named in Notices section of signature page concurrent with date of mailing. 23.7 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 14 of this Agreement. 23.8. 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 SYSTEM PURCHASE AGREEMENT Page 14 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. 23.9 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. 23.10 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. 23.11 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. 23.12 City Business License Required. Prior to commencing performance 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. 23.13 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. Remainder of page deliberately blank; Signature Page on the following page. SYSTEM PURCHASE AGREEMENT Page 15 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: CITY: BLACK EE INTEGRATED SYSTEMS CITY OF KENT CORP. BY���� By: Print Name: Dana Ralph Print Name: I. E. Newton, III Its Mayor Its President DATE:_ 06/21/2023 DATE: _S* Z NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: I.E. Newton III, President Tara Duckworth PO Box 101747 (mailing)_ 2920 Commerce Blvd. Courier City of Kent Irondale AL 35210 220 Fourth Avenue South 205.949.9900 (Tel) Kent, WA 98032 205.949,9910 (FAX] (253) 856-4638 (telephone) inewtonCdblackcreekisc.com (253) 856- (facsimile) ITA kentwa. ov _WITH COPY TO: (email) Thom Lanphear PO Box 101747 {mailing] 2920 Commerce Blvd. (Courier. Iro dale AL 21 205.949.9922 (Tel. 5,949.991 FA ales blackcreekisc.com A PROVED AS TO FORM: Kent'�aw Department ATTEST: If . k1n Kent City Clerk SYSTEM PURCHASE AGREEMENT Page 16 EXHIBIT A PROJECT SCOPE OF WORK Black Creek Integrated Systems Corp. P.O. Box 101747 Irondale, AL 35210 Phone: 205-949-9900 AGENCY: Kent (City of) Police Department BCIS QUOTE NO.: PC21045.08 ATTENTION: Annette Pape, Project Manager(IT Dept.) QUOTED BY: THL/dhk ADDRESS: 220 Fourth Avenue South DATE: April 25, 2023 Kent, WA 98032 PHONE: 253.856.4603 EMAIL: apape@kentwa.gov This Scope of Work details Black Creek ISC's response to a request for quote from the Kent Police Department for a new Jail Management System. Quote is based on information provided by the Agency. This proposal supersedes all proposals previously issued by Black Creek for this project. 1.0 DELIVERABLES 1.01 Base Application Software (taxable) Price 1.01.01 SallyPor&WA Booking and Inmate Management Software: includes the $47,850.00 following modules: Booking with digital mug shot image capture and display capability, Demographics, Video Lineup, Arrest/Charge/Release, Inmate Property, Classification, Medical, Inmate Fund, Inmate Contacts/Visitation, Threat Group, Billing and Shift Log. For installation on Customer's server. Includes 90 days of warranty telephone support from date of Go-Live. 1.01.02 15 ea. Full Access SallyPor&WA User License: for installation on $71,850.00 networked workstations or supported mobile devices. 1.01.03 Unlimited SallyPor&WA User Read-Only License: for installation on No charge networked workstations or supported mobile devices. Allows only viewing of inmate data and report generation. 1.01.04 In-Custody Inmate Data View: Provides in-custody inmate information $6,750.00 between SallyPor&WA and other entities requesting data for in-custody inmates, such as for display on an agency's public facing website or other use. 1.02 Application Software: Additional Modules & Plug-Ins (taxable) Price 1.02.01 Inmate Scheduling Module: Allows an Agency to schedule, track, and $17,960.00 manage all inmate activities such as Programs, Hearings, Transports, etc. Information can be displayed in calendar format or as a printable report. 1.02.02 ePrescribe Module: Allows correctional facilities to electronically create and $9,640.00 route prescriptions from SallyPor&WA directly to the pharmacy. Includes immediate routing, the ability to prescribe controlled substances, a complete updated drug database, drug/allergy interaction checks, drug information sheets, and pharmacy lookup with 65000+ U.S.-based pharmacies updated nightly. The inmate's name, allergies, date of birth, address, gender, and phone number are all prepopulated from SallyPort°WA to eliminate dual data entry. Prescriptions can be started by medical staff and later approved by prescribers. Accommodates up to five (5) prescribers. 1.02.03 Electronic Medical Administration Record (eMAR) Module: Allows an $22,920.00 agency to electronically manage and record medications administered to inmates. 1.02.05 Active Directory Plug-In: Allows secure login using Active Directory $6,720.00 passwords. PC21045.08 BCIS Proposal PC21045.08 April 25, 2023 Page 2 of 8 1.02.06 Watch Tour Manager®Application Plug-In for SallyPoHOWA: Allows the $7,540.00 configuration and electronic tracking and recording of watch tours. Data is collected using a Black Creek-approved mobile device (check with Black Creek for a list of compatible devices) that incorporates a QC code scanner or NFC reader, an integral camera, a QWERTY keyboard, and Wi-Fi connectivity; watch tour data is collected by scanning NFC tags. Notes or ad hoc entries can be attached to watch tour entries using the integral keyboard. Images and full-motion video entries can also be attached using the integral camera. Watch Tour Manager® allows highly flexible configuration of watch tours by locations and schedules. Real-time indication of watch tour progress and alarm conditions can be displayed when utilized in conjunction with a wireless LAN. Includes search and reporting utilities. Watch tour data can be downloaded to the storage server via one of the following methods: (1) In real time when utilizing a wireless LAN installed throughout the facility, or (2) on a batch basis when in range of a Wireless Access Point(s) installed in a central location in the facility. 1.02.07 8 ea. Watch Tour Manager®/Electronic Shift Log Mobile Client Access $17,840.00 License: Provides connection to the Watch Tour Manager® application for data collection devices. Mobile devices may not share licenses; each mobile device in use must have its own individual license in order to be registered in the system. A list of compatible mobile devices will be provided upon request. 1.02.08 Mobile Device Server Plug-In License: Required for communication $3,090.00 between SallyPor&WA, Watch Tour Manager@), Shift Log, and mobile devices or other network systems; supports 1-10 concurrent mobile device connections. Software is installed on customer-provided server. 1.03 Application Software: Standard Interfaces (taxable) Price 1.03.01 V.I.N.E. Interface Software: Provides automated data communications $4,080.00 between SallyPor&WA and Appriss V.I.N.E. victim notification system. 1.03.02 Livescan Interface: Provides two-way (bidirectional), automated data $17,400.00 exchange between SallyPort*WA and the existing Livescan application. Compatible with Dataworks, Idemia, Biometrix4All, Morphotrust, and more. 1.03.03 Securus Telephone System Interface: Passes inmate personal $4,580.00 identification number to Securus Telephone System on inmate booking; passes deactivation information on inmate release. 1.04 Application Software: Custom Interfaces & Reports (nontaxable) Price 1.04.01 Jail Booking Records System(JBRS)Interface: Washington-state-specific No Charge data system; interface will be provided at no additional cost to Kent PD as part of the SallyPor&WA state-specific application. Interface specification document required. 1.04.02 RMS Interface(two-way): Provides a bidirectional automated data exchange $19,530.00 between the Axon Records Management System and SallyPort®WA; SallyPor&WA will interface with the RMS Application, thus allowing JMS users the option to create new inmate booking records populated with the RMS arrest data without duplicate manual data entry. Additionally, SallyPorPWA will provide mutually agreed upon inmate data to the Records Management System to eliminate dual entry. Estimated 130 hours. 1.04.03 City of Kent Address Validation Custom Interface: Used to verify $18,000.00 addresses using the City of Kent Address Endpoint or Google Maps API as provided by the City of Kent, WA. Estimated 120 hours. PC21045.08 BCIS Proposal PC21045.08 April 25, 2023 Page 3 of 8 1.04.04 TridentCare Mobile X-Ray Custom Interface: Provides ability to send orders $18,000.00 and retrieve existing order status,with associated orders,via SFTP. Estimated 120 hours. The following assumptions apply: 1.04.04.01 Proposal assumes orders will track to the Criminal history Number as the primary identifier. 1.04.04.02 Proposal assumes the interface will be written against the SoapUl/RESTful API. 1.04.05 LabCorp LabRequest Custom Interface: Provides ability to send orders and $12,000.00 retrieve existing order status,with associated orders, via SFTP. Estimated 80 hours. The following assumptions apply: 1.04.05.01 Proposal assumes this work will occur concurrent with or subsequent to implementation of TridentCare interface, which will have the framework for the SallyPor&WA invocation components included in the code. 1.04.05.02 Proposal assumes the interface will be limited to the functionality described herein, which will be interfaced into the inmate Medical Events module of SallyPor&WA with a Windows® service managing the flow of data into and out of the application. 1.04.05.03 Proposal assumes any additional work to accommodate billing or barcodes will require reassessment and could result in additional cost to the Customer. 1.04.06 Custom Programming for Reports: Includes up to eighty (80) hours/day of $12,000.00 programming services by a qualified representative conducted during normal business hours, Monday-Friday, 9:00 a.m. to 5:00 p.m. Central Time. 1.05 Hardware (taxable) $473.00 1.05.01 8 ea. Location NFC Tag Assembly: ruggedized, encapsulated Bluetooth low-energy beacon; utilizes a secure algorithm to prevent duplication. One per tour requirement. 1.05.02 65 ea. Watch Tour NFC Tag Assembly: ruggedized, encapsulated Bluetooth low-energy beacon; utilizes a secure algorithm to prevent duplication. 1.05.03 Freight Charges: ground transportation, best way. 1.06 Ancillary Services (nontaxable) $200,043.00 1.06.01 3 ea. Discovery Days: Onsite meeting days to coordinate with agency staff to review procedures and requirements of the project; includes eight (8) hours/day of discovery services by a qualified representative conducted during normal business hours, Monday-Friday, 9:00 a.m. to 5:00 p.m. 1.06.02 3 ea. Installation/Commissioning Days: Remote services of certified electronic technician for assistance in system installation and/or setup; includes eight (8) hours/day of installation services conducted during normal business hours, Monday-Friday, 9:00 a.m. to 5:00 p.m. Central Time. 1.06.03 3 ea. Training Days: Onsite training in use of system utilizing a Train-the-Trainer format; includes eight(8) hours/day of training conducted during normal business hours, Monday-Friday, 9:00 a.m. to 5:00 p.m. 1.06.04 3 ea. Go-Live Support Days: Onsite Go-Live support; includes eight (8) hours/day of onsite technical support by a qualified representative conducted during normal business hours, Monday- Friday, 9:00 a.m. to 5:00 p.m. 1.06.05 Data Conversion 1.06.05.01 Enhanced Data Conversion in accordance with Attachment A, plus conversion of select Amazing Charts medical records data into PDF format. PC21045.08 BCIS Proposal PC21045.08 April 25, 2023 Page 4 of 8 1.06.05.02 Data that cannot be mapped to equivalent fields in SallyPortcl&A will be entered in a Comments field on the Inmate's record. 1.06.05.03 All data conversion presumes existing data can be provided in an industry-standard format. 1.06.05.04 Conversion of data fields beyond those listed in the Enhanced Data Conversion column presented in Attachment A can be performed at additional cost; fields for conversion can be finalized during contract negotiation. 1.06.05.05 Black Creek will provide a tool to validate and correct existing data for conversion. The Customer will be responsible for assuring data is correctly mapped to appropriate fields prior to final data conversion at Go Live. 1.06,06 Travel Costs for onsite services: includes airfare, travel days, hotel, rental car, and meals. 1.06.07 Project Management performed by Black Creek's designated Project Manager. 2.0 CUSTOMER AND BLACK CREEK ROLES AND RESPONSIBILITIES 2.01 Owner Responsibilities 2.01.01 Furnish, install, and maintain the facility network; a minimum gigabit network is recommended, and the network must have consistent, reliable bandwidth. 2.01.02 Furnish, install, and maintain SallyPort©WA server hardware, operating system, and MS SQL Server software/licenses for Production, Test, and Backup databases; databases can be maintained on separate physical servers or on a single, appropriately sized, virtualized physical server. Hardware requirements are presented in Attachment B. 2.01.03 Furnish, install, and maintain networked client workstations, including operating system, capable of accessing the Agency's Intranet. Hardware requirements are presented in Attachment B. 2.01.04 Maintain updates to the servers and workstations, such as virus protection and/or Windows® OS updates. 2.01.05 Provide compatible mobile tablet devices and associated kiosk application licenses or approved alternative kiosk software. Hardware requirements are presented in Attachment B. 2.01.06 Furnish, install, and maintain compatible wireless access points. 2.01.07 Furnish, install, and maintain the mobile device gateway server hardware and operating system. 2.01.08 Provide supplier access to existing JMS data or provide a backup file of existing JMS data for data conversion purposes. 2.01.09 Perform system backups. (SallyPor&WA has a daily schedule task that creates a backup file; however, the Customer will need to ensure this file, along with the entire Install Directory, is backed up on a regular basis.) 2.01.10 Provide SallyPor&WA serverwith network access to third party vendors such as Idemia, Securus, etc., to facilitate required interfaces. 2.01.11 Provide remote access to Provider to SallyPor&WA server for support purposes. 2.01.12 Provide interface specification documents for any nonstandard interface(s) required. 2.02 Black Creek Responsibilities 2.02.01 Provide all Deliverables. 2.02.02 Install application software and interfaces. 2.02.03 Provide software maintenance and support during initial 90-day warranty period and during an active annual support plan period thereafter. PC21045.08 BCIS Proposal PC21045.08 April 25, 2023 Page 5 of 8 3.0 ACCEPTANCE CRITERIA 3.01 The Customer shall provide written notification of system acceptance to Black Creek upon completion of 30-day system acceptance testing period beginning on the software Go-Live Date. 4.0 CLARIFICATIONS AND EXCLUSIONS 4.01 Clarifications 4.01.01 Prices quoted F.O.B. Factory, freight prepaid & included. 4.01.02 Pricing includes sales tax on applicable software and hardware as per the Washington State Department of Revenue Forms& Publications website. 4.01.02.01 State Sales & Use tax calculated at 6.5%. 4.01.02.02 Local Sales & Use tax calculated at 3.6%. 4.01.03 Pricing valid through June 30, 2023. 4.01.04 Pricing does not include charges from other vendors (e.g., Securus, etc.) that may be incurred to implement quoted interfaces. 4.01.05 For those interfaces listed for which interface specification documents have not been provided, if upon subsequent receipt of the interface specification documents or if determined during Discovery that there are additional functionality requirements not addressed, the quoted interface may require revision at additional expense to the Customer. 4.02 Exclusions 4.02.01 Liquidated Damages. 4.02.02 Retainage. 4.02.03 Performance and payment bonds (may be provided at 1.5% of contract amount). 4.02.04 Any equipment or service not previously described in this scope of work. 5.0 PRICING SUMMARY 5.01 Taxable Application Software, Modules, & Interfaces 5.01.01 Base Application Software $126,450.00 5.01.02 Additional Modules & Plug-Ins $85,710.00 5.01.03 Standard Interfaces $26,060.00 5.02 Non-Taxable Custom Interfaces $79,530.00 5.03 Hardware $473.00 5.04 Non-Taxable Ancillary Services $200,034.00 5.05 SUBTOTAL $518,517.00 5.06 Sales & Use Tax (10.1%) applied to taxable items $24,108.00 5.07 TOTAL with Sales & Use Tax $542,365.00 6.0 ANNUAL SUPPORT 6.01 Provide Software Support in accordance with Black Creek's SallyPort© Annual Support Plan or as specifically contracted. 6.02 Annual Support Plan pricing is for 12-month period. Actual cost will be prorated from support plan inception date to 12/31. PC21045.08 BCIS Proposal PC21045.08 April 25, 2023 Page 6 of 8 6.03 Annual Support Pricing, Year 1 Post-Warranty 6.03.01 Non-prorated Price $82,234.00 6.03.01 Sales & Use Tax on Annual Support Plan at 10.1% $8,306.00 6.03.03 TOTAL: $90,540.00 6.04 Subsequent years of annual support shall be quoted at the rate in effect for that period. Quotes shall be provided at least 90 calendar days prior to the plan effective period. 7.0 TERMS OF PAYMENT 7.01 Per mutually agreed upon Schedule of Values. 8.0 DELIVERY 8.01 Per mutually agreed upon Project Schedule Very truly yours, BLACK CREEK INTEG�4T ❑ SYSTEMS CORP. 4� Thom Lanphear General Sales Manager tlan i)ear a.blacltcreekisc.com PC21045.08 BCIS Proposal PC21045.08 April 25, 2023 Page 7 of 8 ATTACHMENT A: DATA CONVERSION SallyPort"I JAIL MANAGEMENT SYSTEMS Conversion Plans For Existing Customer Data Bash Standard Enhanced COMPFOhensive Criminal Histry Number or PIN Number ! • • ■ Booking Number • • • • Banking Date ■ • • / Booking Tines • ! • / Arresting Agency ■ • ! ■ Last Name ■ ! ! First Nam ! ! • / Middle Nam ■ • Suffix ■ ! ■ • Date of Birth ! • i • SSN ■ ■ ! • State ID# ■ ■ • ■ FBI4 a • ! • City of Birth ■ • • i State of Birth ■ • ! • Address Information ■ / / ■ Sex / ! • ! Eye Carr ■ • ! • Hair Color ■ ! ! ■ Race ■ • ! • Ethnic Origin • • / ! Mugshats ■ ■ / • Scars, Marks,and Tattoos(Images) / ! • Charges • ! ■ Holds/Warrants / • ■ Cautionaries ■ / ■ Classification ■ ■ IncidentlDiseiplinary Reports / ■ Assessments / / Keep Separates ■ ■ Release Date ■ ! ■ Release Time ■ ! d Release Reason ■ ! ■ Will includa all OF the,data fields listed,as - -well as any ctfw data that can be matched to existing fields within SallyPort*.Data that cannot be matched will be provided in a mutuaIVa@med upon format with the aXncy Black Creek will provide a tool to validate and correct existing data for conversion. The Customer will be responsible for assuring data is correctly mapped to appropriate fields prior to final data conversion at Go Live. PC21045.08 BCIS Proposal PC21045.08 April 25, 2023 Page 8 of 8 ATTACHMENT B: RECOMMENDED HARDWARE SPECIFICATIONS SERVERS Application Server Mobile Device Gateway Appliance Operating System Windows@ Server 2019 Standard Windows@ Server 2019 Standard Database MS-SQL Server 2019 Standard MS-SQL Server 2019 Standard Web Server IIS 7.5 or Higher IIS 7.5 or Higher Processor 6 cores, 2.2GHz or higher 6 cores, 2.2GHz or higher Memory 64GB DDR4 64GB DDR4 Storage 1TB NVMe SSD 1TB NVMe SSD Display 1920x1080 1920x1080 Network Interface 1Gb or Higher 1Gb or Higher Internet Ports SSL Port 443 SSL Port 443 Web Browser Google Chrome recommended or Google Chrome recommended or other other currently supported browser* currently supported browser* DESKTOP CLIENT(Quantity to be determined by City based on user needs.) Operating System Windows@ 10 Professional or higher Web Browser Google Chrome recommended or other currently supported browser Processor 4 Cores 2.8GHz or Higher RAM DDR4 16GBs Storage 128GB SSD Display 1920x1080 Network Interface 1Gb or Higher MOBILE/TABLET CLIENT(Quantity to be determined by City based on user needs. Operating System e For operation of Watch Tour Manager@: Android 11.0 or higher • For operation of SallyPort°WA: Android 11.0 or higher, or any supported Apple iOS version that operates a supported browser Web Browser Google Chrome recommended or other currently supported browser WiFi 8 02.11 n or better Screen Size 10" recommended Display 1920x1080 *The web app is accessible using any currently supported web browser: • Chrome (54.0.2841.87 or higher) • Edge (38.14393 or higher) • Safari (10.0.1 or higher) • Opera (41 or higher) • Firefox (49.0.2 or higher) An SSL certificate secures traffic between the user's browser and the JMS server PC21045.08 EXHIBIT B MAINTENANCE AND SUPPORT SERVICES Black Creek's SallyPorOWA Unlimited Support Plan begins at the end of the 90-day warranty period. The SallyPort°WA Unlimited Support Plan is an enhanced plan with no limits on the amount of telephone contact time or Internet support from Black Creek technical support personnel during normal businessl hours as defined below. It was designed for agencies who depend on a quick response time when faced with questions concerning their software and its operation and who wish to budget a single annual amount for that support. In consideration for these support services, the City shall pay on a once-per-year basis, in advance, the annual support fee set forth herein (the "Annual Support Fee") of $90,540.00 for the first year post warranty, prorated to a calendar year. Thereafter, the Annual Support Fee shall be quoted at the rate in effect for that period and as offered to other customers, with a yearly increase not to exceed the percent change in CPI-U for the most recent 12-month period as determined by the U.S. Department of Labor Statistics. This comprehensive plan includes the following features: • Unlimited hours of telephone assistance from persons skilled in the use and support of SallyPorOWA during normal businessl hours. • One (1) hour response time to incidents: Black Creek will make every attempt to contact you within one (1) hour of receipt of an incident during normal business hours (defined below). • Software updates: Black Creek will provide updates to the software as they are issued during the life of the Plan. • E-mail notification of software notices and updates. • Remote software support: • A Black Creek Technical Support Representative will receive escorted access via the City's secure access solution. • Membership in Black Creek's Software Users' Group. lBusiness hours are defined as 7:30 a.m. - 7:30 p.m. Central Time, Monday through Friday, unless otherwise negotiated. Black Creek may charge support fees per the attached fee schedule for any support services performed outside of business hours. This fee schedule is subject to change upon renewal of this support plan. Plan pricing assumes services will be requested and provided during Black Creek's normal business hours, Monday through Friday, between 7:30 a.m. - 7:30 p.m. Central Time; calls received outside these hours are billable at the Extended Services rates in effect at the time of service. For calls where service is performed outside normal business hours and during weekends and holidays, service provided is billed at the Extended Service rates in effect at that time. Plan terms are effective for the period January 1st to December 31st, unless otherwise negotiated. In order to accurately and precisely identify and triage service requests, Black Creek will provide the City's IT's Customer Service Office (CSO) with access to Black Creek's Customer Support Portal for submission and monitoring of all support issues. Once the problem is identified, Black Creek will troubleshoot and make software corrections via an escorted remote connection to the system. Black Creek's ability to troubleshoot and make software corrections via an escorted remote connection also greatly reduces the amount of time spent correcting any problems. The City will be provided with a dedicated Customer Success Manager/Account Representative There are Tier 1, Tier 2, and Tier 3 support staff for SallyPor&WA. • Tier 1 staff take incoming calls and triage the calls to the appropriate Tier 2 staff for resolution. • Tier 2 are trained staff who can address most problems using the tools available to them and the Agency- provided escorted remote access connection to the Agency's SallyPort°WA application. • Tier 3 staff are Software Engineers or Programmers who may have to initiate a bug patch or hot fix if the issue reported proves to be more than can be addressed via phone or escorted remote access. On average, support calls are answered immediately by a live person and there is no call wait time. Support calls are triaged by Tier 1 staff to appropriate Tier 2 personnel. The company is sufficiently staffed to respond to all Critical severity calls immediately; however, the average support call is a Medium or Low Severity level, and on average, those are handled within 10-15 minutes. SallyPort©WA includes an embedded help feature, but with the Unlimited Support Plan, agencies can be confident that when they require additional assistance, they can rely on Black Creek Support Staff to resolve any issue that arises, anytime of the day or night at no additional cost for support initiated outside of business hours. If the City is not satisfied with response or resolution times, the City may escalate the issue by contacting the Support Manager or their appointed designee. Name: ]aynae Rheaume Phone: 205.949.9907 Office Email: jrheaume@blackcreekisc.com If a reported problem is still not progressing satisfactorily, City shall escalate the problem by notifying the Customer Success Manager/Account Representative or their designee. Name: Thom Lanphear Phone: 205.949.9922 Office 518.965.6007 Cell Email: tlanphear@blackcreekisc.com A joint meeting between the Vendor representative and the City Project Manager will ensue. This meeting will be used to discuss and resolve problems that have resulted in the objectives of the Scope of Work not being met. A comprehensive report that documents the results and resolution of these problems shall be published and distributed to Vendor and City Project Manager. Rate Sheet and Holidays Standard Rate Level 1 Accounts Level 2 Level 3-5 Accounts Accounts Telephone Support Hourly Rates (During Normal Business Hours') Technical Support Specialist $217.00 $185.00 $185.00 $185.00 Software Developer $253.00 $215.00 $215.00 $215.00 Engineer $253.00 $215.00 $215.00 $215.00 Electronics Technician $194.00 $165.00 $165.00 $165.00 Documents Maintenance Surcharge $300.00/call Waived Waived Waived Parts Sales Parts Discount -0- 15% 15% 15% Minimum Parts Order $100.00 -0- -0- -0- Handling Charge $50.00/Shipment $50.00/Shipment $50.00/Shipment $50.00/Shipment Shipping Charge At Cost At Cost At Cost At Cost On-Site Service Support Hourly Labor Rates (During Normal Business Hours') (Rates are portal to portal.) Software Developer $333.00 $284.00 $284.00 $284.00 Engineer $333.00 $284.00 $284.00 $284.00 Electronics Technician $239.00 $203.00 $203.00 $203.00 On-Site Service Support Travel Rates Technician Travel (Round Trip) $97.00/Hr. $83.00/Hr. $83.00/Hr. $83.00/Hr. Service Truck(Round Trip) $2.25/mi. $2.00/mi. $2.00/mi. $2.00/mi. Air Fare At Cost At Cost At Cost At Cost Car Rental At Cost At Cost At Cost At Cost Hotel At Cost At Cost At Cost At Cost Per Diem $60.00/Day $50.00/Day $50.00/Day $50.00/Day Upcharge Options Out of Coverage Hours2 1.5 Times 1.5 Times 1.5 Times 1.5 Times Standard Rate Contract Rate Contract Rate Contract Rate Sundays/Holidays3 2 Times 2 Times 2 Times 2 Times Standard Rate Contract Rate Contract Rate Contract Rate ' See Exhibit B 2 Out of Coverage hours are defined as any hours outside of normal business hours and/or any hours in excess of eight(8) hours onsite per day. 3 Sundays and Holidays are defined as Sunday and New Year's Day, Memorial Day, Independence Day, Labor Day, Veterans Day,Thanksgiving Day, and Christmas Day. EXHIBIT C PROJECT SCHEDULE The following Gantt chart includes project and billing milestones. All Start and End Dates are estimated and may shift throughout the project lifecycle; this schedule is provided as a baseline and for determination of billing milestones only. Revisions to the project schedule will be mutually agreed to between the City and Vendor, and will not require a contract amendment unless mutually determined to be necessary. EXHIBIT C:PROJECT SCHEDULE i0 fork esk Name Uaatlon SLkzS Finish Responsibility Non-Triable Las Indudcl Su hmal QOmr4tl V— kAade t Kent,WA Sal[VPort fall&Inmate Management System 2 Project Kickoff Activities 51 days Tue 5/16/23 Thu 7/27/23 ! Finalize Purchase Order/Contract 33 days Tue 5/16/23 Fri 6/30/23 CUST 4 Project Kick Off Meeting 1 day Wed 7/19/23 Wed 7/19/23 BCIS/GUST 1 M' Issue Project Schedule and Schedule of Values 1 day Wed 7119/23 Wed 7/19/23 BCIS 6 a Review of Project Schedule and Schedule of Values 6 days Thu 7/20/23 Thu 7/27/23 CUST o Approve Project Schedule and Schedule of Values 1 day Thu 7/27/23 Thu 7/27/23 CUST 4 r Project Kickoff Activities Complete 0 days Thu 7/27/23 Thu 7/27/23 $21,300.00 $23,359.00 $44,659.00 R.71A .. 9 ,. Establishment of Application Server&Remote Access 34 days Wed 7/19/23 Tue 9/5/23 10 Review of Application Server Hardware&Remote Access Requirements 1 day Wed 7/19/23 Wed 7129/23 BCIS/CUST 11 w Installation and Turnup of Application Server&Remote Access 30 days Thu 7/20/23 Wed 8/30/23 CUST 12 r Remote Testing&Verification of Application Server&Remote Access 3 days Thu 8/31/23 Tue 9/5/23 BCIS 13 + Establishment of Application Server&Remote Access Complete 0 days Tue 9/5/23 Tue 9/5/23 14 y Base Application Software Installation 6 days Wed 9/6/23 Wed 9/13/23 15 r Installation of Base Application Software 3 days Wed 9/6/23 Fri 9/8/23 BCIS 16 w Base Application Software Configuration 2 days Mon 9/11/23 Tue 9/12/23 BCIS 17 Base Application Software Familiarization 1 day Wed 9/13/23 Wed 9/13/23 BCIS/CUST 18 a Base Application Software Installation Complete 0 days Wed 9/13/23 Wed 9/13/23 $38,098.00 $233,183.00 $272,091.00 9Q.2?S 19 Application Familiarization&Configuration by Agency 100 days Thu 9/14/23 Tue 2/6/24 20 Hardware(NFC Tags)Procurement&Installation 52 days Thu 8/31/23 Mon 11/13/23 21 r Transmit Hardware Submittal 1 day Thu 8/31/23 Thu 8/31/23 BCIS 22 v Hardware Submittal Review 5 days Fri 9/1/23 Fri 9/8/23 CUST 23 W. Hardware Submittal Approval 1 day Mon 9/11/23 Mon 9/11/23 CUST 24 a Hardware Procurement(NFC Tags) 30 days Tue 9/12/23 Mon 10/23/23 BCIS 25 Hardware Shipment 1 day Tue 10/24/23 Tue 10/24/23 BCIS 26 W. Hardware Installation 10 days Wed 10/25/23 Tue 11/7/23 CUST 27 rz+ Hardware Testing 4 days Wed 11/8/23 Mon 11/13/23 CUST 28 Hardware Procurement&Installation Complete 0 days Mon 11/13/23 Mon 11/13/23 29 y?• Legacy Data Conversion Scheme Development 69 days Wed 7/19/23 Tue 10/24/23 30 W. Request Initial Legacy Data and Schema 1 day Wed 7/19/23 Wed 7/19/23 31 W. Transmit Initial Legacy Data and Schema 10 days Thu 7/20/23 Wed 8/2/23 CUST 32 tv. Review of Legacy Data and Schema 10 days Thu 8/3/23 Wed 8/16/23 BCIS 33 W. Finalization of Legacy Data Conversion Requirements With Customer 4 days Thu 8/17/23 Tue 8/22/23 BCIS/CUST 14 W. Initial Legacy Data Conversion 20 days Wed 8/23/23 Wed 9/20/23 BCIS 31; W. Install 1st Iteration of Converted Legacy Data 1 day Thu 9/21/23 Thu 9/21/23 BCIS 36 ry Initial Review of Converted Legacy Data 10 days Fri 9/22/23 Thu 10/5/23 CUST !1 to Transmit Comments on Initial Legacy Data Conversion 1 day Fri 10/6/23 Fri 10/6/23 CUST 31 up, Legacy Data Conversion Rework(If Required) 5 days Mon 10/9/23 Fri 10/13/23 BCIS 39 �.' Install Final Iteration of Converted Legacy Data 1 day Mon 10/16/23 Mon 30/16/23 BCIS 40 Final Review of Converted Legacy Data 5 days Tue 10/17/23 Mon 30/23/23 CUST 41 Approve Final Legacy Data Conversion Scheme 1 day Tue 10/24/23 Tue 10/24/23 CUST 42 Legacy Data Conversion Scheme Development Complete 0 days Tue 10/24/23 Tue 10/24/23 43 0. Discovery&Software Customization Requirements 10 days Mon 10/23/23 Fri 11/3123 44 W. Discovery(3 Days On-Site+Travel) 5 days Mon 10/23/23 Fri 10/27/23 45 Review of Software Customization Requirements 10 days Mon 10/23/23 Fri 11/3/23 BCIS/LUST $106,83L00 $521.00 $107,352.00 ].9.69f 46 Software Customization Development 63 days Tue 11/7/23 Wed 2/7/24 47 �+ Software Customization Development 40 days Tue 11/7/23 Fri 1/5/24 BCIS 48 W. Initial Install of Software Customization 1 day Mon 1/8/24 Mon 1/8/24 BCIS 49 Initial Software Customization Review&Testing 7 days Tue 1/9/24 Wed 1/17/24 CUST 50 W. Transmit Comments on Initial Customization Review&Testing 1 day Thu 1/18/24 Thu 1/18/24 CUST 51 ar Software Customization Rework(If Required) 7 days Fri 1/19/24 Mon 1/29/24 BCIS 52 a Install 2nd Iteration of Software Customization 1 day Tue 1/30/24 Tue 1130/24 BCIS 53 2nd Software Customizations Review&Testing 5 days Wed 1/31/24 Tue 2/6/24 CUST 54 Final Approval of Software Customizations 1 day Wed 2/7/24 Wed 2/7/24 CUST 55 Software Customization Development Complete 0 days Wed 2/7/24 Wed 2/7/24 +6 3rd Party Interface Development 113 days Wed 7/19/23 Thu 12/28/23 3z Request Interface Requirements/Design Documents I day Wed 7/19/23 Wed 7/19/23 54 s Transmit Interface Requirements/Design Documents 10 days Fri 7/28/23 Thu 8/10/23 CUST 59 r Interface Development 40 days Mon 10/30/23 Wed 12/27/23 BCIS 60 s Install Initial Interface(s) 1 day Thu 12/28/23 Thu 12/28/23 BCIS 6f o: 3rd Party Interface Development Complete 0 days Thu 12/28/23 Thu 12/28/23 62 Verification,Training,&Go-Live 42 days Thu 2/8/24 Fri 4/5/24 63 W1. Load Customized Application Software,3rd Party Interfaces,&Initial Converted 1 day Thu 2/8/24 Thu 2/g/24 BCIS $80,265.00 $5,738.00 $86,003.00 15.915 Legacy Data 64 + Remote Testing&Verification of Application Software,3rd Party Interfaces,& 5 days Fri 2/9/24 Thu 2/15/24 BCIS Initial Converted Legacy Data 65 Final Vendor Sign-Off of Application Software,3rd Party Interfaces,&Initial 1 day Thu 2/15/24 Thu 2/15/24 BCIS Converted Legacy Data 66 sr Coordinate Go-Live Date with 3rd Party Vendors 14 days Tue 2/13/24 Fri 3/1/24 BCIS/CUST 6Y w User Training(3 Days On-Site+Travel) S days Mon 2/26/24 Fri 3/1/24 BCIS/CUST Familiarization,Testing,&Verification of Application Software,3rd Party 20 days Mon 3/4/24 Fri 3/29/24 CUST Interfaces&Initial Converted Legacy Data 69 ar Final Customer Sign-Off of Application Software,3rd Party Interfaces,&Initial 1 day Fri 3/29/24 Fri 3/29/24 CUST Converted Legacy Data 70 W. Transmit Final Legacy Data For Conversion 1 day Mon 4/1/24 Mon 4/1/24 CUST 71 Final Legacy Data Conversion 1 day Mon 4/1/24 Mon 4/1/24 BCIS 72 tr Load Final Converted Legacy Data 1 day Tue 4/2/24 Tue 4/2/24 BCIS 73 r Project Go-Live 5 days Mon 4/1/24 Fri 4/5/24 BCIS/CUST 74 wi Project Completion 0 days Fri 4/5/24 Fri 4/S/24 $32,260.00 $32,260.00 S.9x 75 Warranty Period 65 days Fri 4/5/24 Thu 7/4/24 76 �+ Warranty Period(90 Calendar Days) 6S days Fri 4/5/24 Thu 7/4/24 BCIS 77 uv Conduct Parallel Booking In New and Legacy Systems(30 Calendar Days) 22 days Fri 4/S/24 Mon 5/6/24 CUST ?a 4r Abandon Legacy System 1 day Mon 5/6/24 Mon 5/6/24 CUST 19 - Annual Support Plan Start 0 days Thu 7/4/24 Thu 7/4/24 BCIS 80 )7 TOTALS $279,564.00 $262,801.00 $544 36S.in at Artq,r SVpAnrt Plan,Year 1[Pzdrated from 590,540.001 _ �44;p9l.00 ..544,898• Page 1 EXHIBIT D SUBSTANTIAL COMPLETION OF MILESTONES FORM Im BLACK CREEK INTEGRATED SYSTEMS CORP. STATEMENT OF MILESTONE SUBSTANTIAL COMPLETION PROJECT NO.: PROJECT: TBD OWNER: TBD CONTRACT DATE: TBD MAJOR MILESTONE: TBD COMPLETION DATE: TBD TO OWNER: To the best of our knowledge and belief, the Work to be performed as of this Major Milestone under this Contract is considered complete. MAJOR MILESTONES ❑ Project Kickoff Activities Complete: Kick-off Meeting held, Project Schedule and Schedule of Values issued and approved. ❑ Base Application Software Installation Complete: Base software application has been installed on Owner's server and remote access has been established; initial configuration (Owner assisted) and remote familiarization via remote instruction completed. ❑ Discovery & Software Customization Requirements: Three (3) days of Discovery (conducted onsite during one work week) and review of Owner customization requirements completed. ❑ Verification: Customized Application software loaded, 3rd Party Interfaces completed, and Initial conversion completed and verified. ❑ Project Completion: Three (3) days of user and system administrator training (conducted onsite in a "train the Trainer" format during one work week) completed, final legacy data conversion installed, and system Go-Live. The date of Project Completion is hereby established as TBD, which is also the date of commencement of applicable warranties required by the Contract Documents. By signing this document, the Contractor indicates the Work is substantially complete in accordance with the Contract Documents so the Owner can utilize the Work for its intended use. By countersigning this document, the Owner hereby accepts that the Milestone is substantially complete. A list of items to be completed or corrected is attached hereto. The failure to include any items on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. CONTRACTOR OWNER Black Creek Integrated Systems Corp. Authorized Signature Authorized Signature Typed or Printed Name Typed or Printed Name Title Title Date Date Page 1 of 2 UAG_SubstantiaLCompletion_Form(002).doc 1 4,F BLACK CREEK INTEGRATED SYSTEMS CORP. „ STATEMENT OF MILESTONE SUBSTANTIAL COMPLETION PROJECT NO.: The following items require correction or completion, in order to achieve final project completion: 1. No other issues are remaining. Page 2 of 2 CJAG_Substantial_Completion_Form(002).doc Exhibit E SAMPLE CHANGE ORDER CHANGE ORDER NO. [Enter # 1, 2, 3, etc.] NAME OF CONTRACTOR: FInsert Comoany Name ("Contractor") CONTRACT NAME & PROJECT NUMBER: Insert Name of Original Contract & Project # if applicable] ORIGINAL CONTRACT DATE: Insert Date Original Contract was Si ned This Change Order amends the above-referenced contract; all other provisions of the contract that are not inconsistent with this Change Order shall remain in effect. For valuable consideration and by mutual consent of the parties, the project contract is modified as follows: 1. Section I of the Agreement, entitled "Description of Work," is hereby modified to add additional work or revise existing work as follows: In addition to work required under the original Agreement and any prior Amendments, Contractor shall provide all labor, materials, and equipment necessary to: [Insert detailed description of additional materials, services, etc., that are needed which necessitate this change order - Be as detailed as possible. You may also refer to an attached exhibit, but clearly identify the exhibit by title and date] 2. The contract amount and time for performance provisions of Section II "Time of Completion," and Section III, "Compensation," are hereby modified as follows: Original Contract Sum, $ (including applicable alternates and WSST) Net Change by Previous Change Orders $ (incl. applicable WSST) Current Contract Amount $ (incl. Previous Change Orders) Current Change Order $ Applicable WSST Tax on this Change $ Order Revised Contract Sum $ Original Time for Completion (insert date) Revised Time for Completion under prior Change Orders (insert date) Days Required (t) for this Change Order calendar days Revised Time for Completion (insert date) Pursuant to the above-referenced contract, Contractor agrees to waive any protest it may have regarding this Change Order and acknowledges and accepts that this Change Order constitutes final settlement of all claims of any kind or nature arising from or connected with any work either covered or affected by this Change Order, including, without limitation, claims related to contract time, contract acceleration, onsite or home office overhead, or lost profits. This Change Order, unless otherwise provided, does not relieve the Contractor from strict compliance with the guarantee and warranty provisions of the original contract, particularly those pertaining to substantial completion date. All acts consistent with the authority of the Agreement, previous Change Orders (if any), and this Change Order, prior to the effective date of this Change Order, are hereby ratified and affirmed, and the terms of the Agreement, previous Change Orders (if any), and this Change Order shall be deemed to have applied. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this contract modification, which is binding on the parties of this contract. 3. The Contractor will adjust the amount of its performance bond (if any) for this project to be consistent with the revised contract sum shown in section 2, above. IN WITNESS, the parties below have executed this Agreement, which will become effective on the last date written below. CONTRACTOR: CITY OF KENT: By: By: (signature) (signature) Print Name: Print Name: Its Its (title) (title) DATE: DATE: ATTEST: APPROVED AS TO FORM: (applicable if Mayor's signature required) Kent City Clerk Kent Law Department [In this Fleld,you may enter the electronic fllepath where the contract has been saved] EXHIBIT F REMOTE ACCESS AGREEMENT City of Kent Agreement for Remote Access by Black Creek Integrated Systems Corp This Agreement for Remote Access (Agreement) is entered into as of - , 2023, between the City of Kent(City) and Black Creek Integrated Systems Corp in connection with the agreement between those same parties dated as of A-priI- 2023, and entitled Systems Purchase Agreement(the Technology Agreement). Background A. Under the terms of the Technology Agreement, Vendor will provide support services to the City's Information Technology Department of technology installed on the City's computer network. B. The parties wish to allow Vendor to provide part of that support using remote access technology, under the terms and conditions of this Agreement. Agreement The parties agree as follows: 1. The City will permit Vendor to access the City's computer network via the internet from time to time, as needed, and subject to the terms of this Agreement. 2. Only remote access solutions approved by the Infrastructure and Security Operations Center may be used. 3. The City prohibits the use of VPN(virtual private network)technology for Vendor connectivity. 4. If needed, the City will provide a method for Vendor to remotely control a City user workstation. 5. If needed, the City will provide Vendor with a City least privilege domain account and password, and Vendor will use that account only for providing support under the Technology Agreement. 6. Each time Vendor wishes to remotely access the City's computer network, Vendor will contact the City IT Contact specified below(or his or her replacement) for authorization. The duration of each authorization will be determined by the IT Contact. 7. Vendor will not be given administrative access to network servers or databases except in unusual circumstances. If such access is needed, the City will provide the name and contact information of the appropriate City server or database administrator, and the Vendor will coordinate its work closely with the specified person. 8. The City may change the technical aspects of this Agreement as technology evolves and new products become available. The City agrees to give Vendor reasonable prior notice before changes are implemented. 9. All information concerning remote access to the City's computer network is confidential, the technology used for remote access, and the City least privilege domain account and password assigned to Vendor. Vendor will hold this information in confidence using security measures at least as stringent as those Vendor uses to protect its most valuable source code and other trade secrets. Vendor will disclose this information only to those of its employees with a need to know the information. Vendor will be liable for all damages caused by any failure to observe the provisions of this paragraph and for any damages associated with Vendor's access to the City's computer network. 10. Vendor will notify the City immediately if an employee with knowledge of the City's resources (i.e. domain account, password, network resources) separates from the Vendor for any reason. 11. This Agreement will terminate when the Technology Agreement terminates. All obligations of the parties will end at that time, except for the provisions of paragraph 9, which will survive termination. 12. The City will provide monthly standard OS updates and patches. SIGNATURES City of Kent IT Contact: Vendor: Black Int j Systems Corp. Name: I.E.Newton,III-- resident Telephone: 06/21/2023 Telephone: 205.949.9900 Email: dralphokentwa.gov Email: inewton@blackcreekisc.com EXHIBIT G NON-DISCLOSURE OF CONFIDENTIAL INFORMATION 1. Definition of Confidential Information and Exclusions. (a) "Confidential Information" means non-public information that a party to the Agreement ("Disclosing Party") designates as being confidential to the party that receives such information ("Receiving Party") or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. "Confidential Information" includes non-public information 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 subcontractors and 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. "Confidential Information"also includes non-public information that Vendor designates as being confidential, or which, under the circumstances surrounding disclosure ought to be treated as confidential by the City, including without limitation, information in tangible or intangible form relating to and/or including released or unreleased Vendor software or hardware products, the marketing or promotion of any Vendor product, Vendor's business policies or practices, and information received from Vendor that the City is obligated to treat as confidential. (b) 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. 2. Obligations Regarding Confidential Information (a) Receiving Party shall: 0) Refrain from disclosing any Confidential Information of the Disclosing Party to third-parties for two (2) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) below; (ii) 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 Receiving Party's industry, to keep confidential the Confidential Information of the Disclosing Party; (iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and (iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of the Agreement, except as expressly permitted by applicable law. (b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with judicial action, federal or state public disclosure requirements, state or federal regulations, or other governmental order or requirement of law, provided that Receiving Party gives the Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, at the Disclosing Party's sole cost, effort, and expense. In the event the Disclosing Party elects to obtain a protective order or equivalent, or legally contest and avoid such disclosure, the Receiving Party shall fully cooperate with the Disclosing Party. (c) The Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with third-parties sufficient to enable Receiving Party to enforce all the provisions of this Agreement. (d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of the Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Upon discovery of an inadvertent or accidental disclosure, the Receiving Party shall promptly notify the Disclosing Party of such disclosure and shall take all reasonable steps to retrieve the disclosure and prevent further such disclosures. If the foregoing requirements are met, a Receiving Party shall not be liable for inadvertent disclosure. (e) The restrictions herein shall not apply with respect to Confidential Information which: (i) Is or becomes known to the general public without breach of this Agreement; or (i i) Is or has been lawfully disclosed to a Receiving Party by a third-party without an obligation of confidentiality; (iii) Is independently developed by a Party without access to or use of the Confidential Information; or (iv) At the end of the period of confidentiality set forth in the Agreement. (f) All tangible information, including drawings, specifications, and other information submitted hereunder, by the Receiving Party to the other shall remain the property of the Disclosing Party. The Receiving Party promptly shall return Confidential Information, including all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party, and shall cease any further use thereof, upon the first to occur of the following events: (i) written request of the Disclosing Party; (i i) termination of the parties` Agreement; or (iii) completion of the purpose for which the Confidential Information was disclosed. In lieu of the foregoing, the Receiving Party, upon mutual consent, may destroy all copies of the Confidential Information and certify to the Disclosing Party in writing that it has done so. (g) The Receiving Party shall not export, directly or indirectly, any Confidential Information or any products utilizing such data unless it first complies with any applicable laws and regulations pertaining thereto, including, but not limited to, U.S. export laws or traffic in arms regulations. 3. Remedies The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. 4. Miscellaneous (a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein. Except as expressly herein provided, no rights, licenses or relationships whatsoever are to be inferred or implied by the furnishing of Confidential Information specified above or pursuant to this Agreement. (b) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term "residuals" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party's copyrights or patents. EXHIBIT H INSURANCE REQUIREMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Professional Liability insurance appropriate to the Consultant's profession. 3. Cyber Liability insurance. 4. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $3,000,000 general aggregate. Coverage may be in the form of an underlying GL policy combined with an Umbrella/Excess policy in order to meet the limits required. 3. Professional L€ability insurance shall be written with limits no less than $2,000,000 per claim and $5,000,000 policy aggregate limit. 4. Cyber, ,Liability insurance shall be written with limits no less than $2,000,000 per occurrence C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. EXHIBIT I CITY OF KENT NON-DISCRIMINATION POLICY AND FORMS The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, 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 statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation 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 I, the prime contractor, will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. 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. 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 b. 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. iL 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.), (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) 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 sign! to agree to fulfill the five requirements referenced above. By: I.E.Newton,III For: Black Creek Integrated Systems Corp. Title: President Date: rI Lv CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting 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. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City's Non-Discrimination Policy Declaration, prior to commencing performance. 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 coordinate with the City's Title VI coordinator, and perform 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. Client#: 874120 BLACKCRE2 DATE(MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1 4/19/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Stacia Olson NAME: USI Insurance Services LLC -CL PHONE 205 969-5183 FAX 205-969-5176 A/C No Ell: A/C,No 1000 Urban Center Drive, Suite 625 E-MAIL SS: stacia.olson@usi.com Birmingham,AL 35242 INSURER(S)AFFORDING COVERAGE NAIC# 205 969-5100 INSURER A: Property Travelers Pro ert Cas.Co.of America 25674 INSURED INSURER B: Black Creek Integrated Systems Corp INSURER C P.O. Box 101747 INSURER D: 2920 Commerce Blvd INSURER E: Irondale,AL 35210 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 CONTRACTOR 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. LT R TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY H6202W167684TIL23 3/31/2023 03/31/2024 EACHOCCURRENCE $1 000000 CLAIMS-MADE �OCCUR PREMISES ERENTED rr nce $300 000 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 F] JECTPRO- F LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY BA8L8702932313G 3/31/2023 03/31/202 (CEO,aaD SINGLE LIMIT cide $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR CUP9M3769172313 3/31/2023 03/31/2024 EACH OCCURRENCE s5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE s5,000,000 DED I X RETENTION$10000 $ A WORKERS COMPENSATION UB2W1727372313G 3/31/2023 03/31/2024 X STATUTE EORH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? F 7N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Cyber Technology ZPL71 M348902313 3/31/2023 03/31/202 $5,000,000 E&O $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The General Liability,Automobile Liability and Umbrella Liability policies include an automatic Additional Insured endorsement that provide Additional Insured status to The City of Kent, only when there is a written contract or written agreement between the named insured and the certificate holder that requires such status,and only with regard to the premises referenced above.The General Liability policy contains a special endorsement with Primary and Noncontributory wording,when required by written contract. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 Fourth Avenue South ACCORDANCE WITH THE POLICY PROVISIONS. Kent,WA 98032 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S39802649/M39603083 DXJZP DESCRIPTIONS (Continued from Page 1) The General Liability policy includes an endorsement providing that 30 days notice of cancellation will be given to the Certificate Holder by the Insurance Carrier. SAGITTA 25.3(2016103) 2 of 2 #S39802649/M39603083 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS (1) Any "bodily injury", "property The following is added to SECTION II — WHO damage" or "personal injury" arising IS AN INSURED: out of the providing, or failure to provide, any professional architec- Any person or organization that you agree tural, engineering or surveying in a written contract or agreement to services, including: include as an additional insured on this Coverage Part is an insured, but only: (a) The preparing, approving, or failing to prepare or approve, a. With respect to liability for "bodily maps, shop drawings, opinions, injury" or "property damage" that reports, surveys, field orders or occurs, or for "personal injury" caused change orders, or the preparing, by an offense that is committed, approving, or failing to prepare or subsequent to the signing of that approve, drawings and specifica- contract or agreement and while that tions; and part of the contract or agreement is in effect; and (b) Supervisory, inspection, architec- tural or engineering activities. b. If, and only to the extent that, such injury or damage is caused by acts or (2) Any "bodily injury" or "property omissions of you or your subcontractor damage" caused by "your work" and in the performance of "your work" to included in the products-completed operations hazard" unless the written which the written contract or agreement applies. Such person or organization contract agreement specifically y does not qualify as an additional insured requires you to provide such with respect to the independent acts or coverage for that additional insured omissions of such person or during the policy period. organization. c. The additional insured must comply with The insurance provided to such additional the following duties: insured is subject to the following (1) Give us written notice as soon as provisions: practicable of an "occurrence" or an a. If the Limits of Insurance of this offense which may result in a claim. Coverage Part shown in the Declarations To the extent possible, such notice exceed the minimum limits required by should include: the written contract or agreement, the (a) How, when and where the insurance provided to the additional "occurrence" or offense took insured will be limited to such minimum place; required limits. For the purposes of determining whether this limitation (b) The names and addresses of any applies, the minimum limits required by injured persons and witnesses; and the written contract or agreement will be considered to include the minimum W The nature and location of any limits of any Umbrella or Excess injury or damage arising out of liability coverage required for the the "occurrence" or offense. additional insured by that written contract or agreement. This provision (2) If a claim is made or "suit" is will not increase the limits of insurance brought against the additional insured: described in Section III - Limits Of (a) Immediately record the specifics Insurance. of the claim or "suit" and the b. The insurance provided to such date received; and additional insured does not apply to: (b) Notify us as soon as practicable and see to it that we receive CG D2 46 04 19 © 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY written notice of the claim or such additional insured for a loss we "suit" as soon as practicable. cover. However, this condition does (3) Immediately send us copies of all not affect whether the insurance legal papers received in connection provided to such additional insured is with the claim or "suit", cooperate primary to other insurance available with us in the investigation or to such additional insured which settlement of the claim or defense covers that person or organization as against the "suit", and otherwise a named insured as described in comply with all policy conditions. Paragraph 4., Other Insurance, of Section IV - Commercial General (4) Tender the defense and indemnity of Liability Conditions. any claim or "suit" to any provider of other insurance which would cover Page 2 of 2 © 2018 The Travelers Indemnity Company. All rights reserved. CG D2 46 04 19 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED - (Section II) is ii. Supervisory, inspection, architec- amended to include any person or or- tural or engineering activities. ganization that you agree in a "written contract requiring insurance" to include 0 The insurance provided to the addi- as an additional insured on this Coverage tional insured does not apply to Part, but: 'bodily injury" or property damage" caused by "your work" and included a) Only with respect to liability for in the "products-completed operations "bodily injury", "property damage" or hazard" unless the "written contract "personal injury"; and requiring insurance" specifically re- b) If, and only to the extent that, the in- quires you to provide such coverage jury or damage is caused by acts or for that additional insured, and then omissions of you or your subcontrac- the insurance provided to the addi- tional insured applies only to such tor in the performance of "your w ""bodily injury" or "property damage" work" to which the "written contract that occurs before the end of the pe- requiring insurance" applies. The per- riod of time for which the "written son or organization does not qualify contract requiring insurance" requires as an additional insured with respect you to provide such coverage or the to the independent acts or omissions end of the policy period, whichever is of such person or organization. earlier. 2. The insurance provided to the additional 3. The insurance provided to the additional insured by this endorsement is limited as insured by this endorsement is excess follows: over any valid and collectible "other in- a) In the event that the Limits of Insur- surance", whether primary, excess, con- ance of this Coverage Part shown in tingent or on any other basis, that is the Declarations exceed the limits of available to the additional insured for a liability required by the "written con- loss we cover under this endorsement. tract requiring insurance", the insur- However, if the "written contract requir- ance provided to the additional in- ing insurance" specifically requires that sured shall be limited to the limits of this insurance apply on a primary basis liability required by that "written con- or a primary and non-contributory basis, tract requiring insurance". This en- this insurance is primary to "other insur- dorsement shall not increase the lim- ance" available to the additional insured its of insurance described in Section which covers that person or organization III - Limits Of Insurance. as a named insured for such loss, and we will not share with that "other insur- b) The insurance provided to the addi- ance". But the insurance provided to the tional insured does not apply to additional insured by this endorsement "bodily injury", "property damage" or still is excess over any valid and col- "personal injury" arising out of the lectible "other insurance", whether pri- rendering of, or failure to render, any mary, excess, contingent or on any other professional architectural, engineering basis, that is available to the additional or surveying services, including: insured when that person or organization L The preparing, approving, or failing is an additional insured under such "other to prepare or approve, maps, shop insurance". drawings, opinions, reports, sur- 4. As a condition of coverage provided to veys, field orders or change or- the additional insured by this endorse- ders, or the preparing, approving, ment: or failing to prepare or approve, drawings and specifications; and a) The additional insured must give us written notice as soon as practicable of an "occurrence" or an offense CG D2 46 08 05 © 2005 The Travelers Companies, Inc. Page 1 of 2 which may result in a claim. To the d) The additional insured must tender the extent possible, such notice should defense and indemnity of any claim include: or "suit" to any provider of "other L How, when and where the "occur- insurance" which would cover the ad- rence" or offense took place; ditional insured for a loss we cover under this endorsement. However, this ii. The names and addresses of any condition does not affect whether the injured persons and witnesses; and insurance provided to the additional insured by this endorsement is pri- iii. The nature and location of any in- mary to "other insurance" available to jury or damage arising out of the the additional insured which covers "occurrence" or offense. that person or organization as a b) If a claim is made or "suit" is named insured as described in para- brought against the additional insured, graph 3. above. the additional insured must: 5. The following definition is added to L Immediately record the specifics SECTION V. - DEFINITIONS: of the claim or "suit" and the "Written contract requiring insurance" date received; and means that part of any written contract ii. Notify us as soon as practicable. or agreement under which you are re- quired to include a person or organization The additional insured must see to it as an additional insured on this Coverage that we receive written notice of the Part, provided that the "bodily injury" claim or "suit" as soon as practica- and "property damage" occurs and the ble. "personal injury" is caused by an offense 0 The additional insured must immedi- committed: ately send us copies of all legal pa- a. After the signing and execution of the pers received in connection with the contract or agreement by you; claim or "suit", cooperate with us in b. While that part of the contract or the investigation or settlement of the agreement is in effect; and claim or defense against the "suit", and otherwise comply with all policy c. Before the end of the policy period. conditions. Page 2 of 2 © 2005 The Travelers Companies, Inc. CG D2 46 08 05