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HomeMy WebLinkAboutCAG2024-087 - Original - Agile Fleet, Inc. - Fleet Box Key Program - 02/28/2024 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: For Approvals,Signatures and Records Management Di r/Dep: KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W a s H i,c r o a Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Dani Hodgins for Sean Girvan Public Works Date Sent: Date Required: c 02/27/2024 ASAP -2/29/2024 CL Mayor or Designee to Sign. Date of Council Approval: CL Q Interlocal Agreement Uploaded to Website Budget Account Number: Grant? Yes No V/ E20021 Budget? Yes E]No Type: N/A Vendor Name: Category: Agile Fleet, Inc. Contract Vendor Number: Sub-Category: Original ° Project Name: Fleet Box Key Proqram Project Details: ,moo Vendor shall supply hardware, software and professional services c for the implementation of a web-based vehicle sharing service. .r c Agreement Amount: $7$,000 Basis for Selection of Contractor: Other E *Memo to Mayor must be attached Start Date: Date of Mayor's signature Termination Date: February 28, 2027 CM Q Local Business? Yes 7No* lfmeets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: ❑Yes ElIn-Process Exempt(KCC 5.01.045) Authorized Signer Verified Notice required prior to disclosure? Contract Number: E]Yes7 No CAG2o24-o87 Comments: 7 C C 7 Date Received:City Attorney: 2/27/24 Date Routed:Mayor's Office2/28/24 City Clerk's Office 2/28/24 ads W22373 1 20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 • KENT AGREEMENT FOR SOFTWARE AS A SERVICE 1Vns N.MGTGM Between City of Kent and Agile Fleet, Inc. This Software as a Service (SAAS) Agreement (Agreement) is between the CITY OF KENT (City or Customer), a Washington Municipal Corporation located at 220 Fourth Avenue South, Kent, WA 98032 and Agile Fleet, Inc. (Vendor), with its principal place of business at 14101 Willard Road, Suite A, Chantilly, VA 20151, Phone (571) 498-7555, Contact: Ron Katz, effective on the last date signed below. This Agreement is to provide access to Vendor's products and services as identified in Vendor's proposal, a copy of which is attached and incorporated as Exhibit A. 1. Grant of License to Access and Use Service. For the term of this Agreement including any renewals, Vendor hereby grants to City, including to all its Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the products and services Vendor makes available to the City through this Agreement, which may include products and services accessible for use by the City on a subscription basis, Vendor professional services, content from any professional services, or other required equipment components or other required hardware as specified in Exhibit A (the "Service") for City's non- commercial government operations. City shall refrain from taking any steps such as reverse assembly or reverse compilation, to derive a source code equivalent to the Service as further described in Section 9.3. 2. Term. The initial term of this Agreement shall be 3 year (Initial Term), commencing on the effective date of this Agreement and terminating on February 28, 2027, with the option for the City to renew annually thereafter for an additional 1 years (each, a Renewal Term) for a maximum contract term through February 28, 2029. This Agreement shall automatically renew unless City gives written notice of cancellation at least 30 days prior to the expiration of the Initial Term or any Renewal Term. Any reference in this Agreement to "days" shall mean "calendar days" unless a different meaning is expressly stated. 3. Subscription Fees/Taxes. 3.1 Subscription Fee. Subscription fees and payment terms for the Service are set forth in the attached and incorporated Exhibit A. The Subscription fees for the Service, including any applicable sales tax shall not exceed $78,000. 3.2 Undisputed Fees. Undisputed invoices shall be due and payable within 30 days of invoice receipt. City shall notify Vendor in writing of any disputed amount within 15 business days of appropriate receipt of the applicable invoice. Portions of invoices that are subject to a good faith billing dispute shall not be considered delinquent for purposes of this Agreement. Disputed billings are subject to Section 16, Dispute Resolution. 3.3. Taxes. All contract amounts shall be inclusive of sales or other applicable taxes, and invoices shall include all tax obligations stated separately from the contract amounts. City shall pay all applicable sales, use, value added or similar taxes to Vendor and Vendor shall remit all such taxes, if imposed by local and/or state authorities on all software, and other taxable goods and services procured by the City under this Agreement. 3.4 Card Payment Proaram. 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 AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. Page 1 voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. 4. System Availability and Support Services. The Service shall be available to City along with support services as described in the attached and incorporated Exhibit B. 5. Representation and Warranties. 5.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, and shall have obtained and maintain all licenses, permits and certifications required for such Party in connection with the performance of such Service; (b) the execution of this Agreement and performance of its obligations hereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties. 5.2 Vendor Warranties and Representations. Vendor represents and warrants that the Service will be performed in a professional and workmanlike manner, consistent with applicable industry standards and the corresponding specifications set forth in the applicable Statement of Work and Service Level commitments. a. Deliverables. Vendor represents and warrants that each deliverable shall meet and conform to its applicable specifications as provided herein following its acceptance and during the Term. Vendor also represents and warrants that the Service, in whole and in part, shall operate in accordance with the applicable approved configuration documentation, and this Agreement. b. Services. Vendor represents and warrants that (a) it shall perform the Service required pursuant to this Agreement in a professional manner, with high quality, (b) it shall give due priority to the performance of the Service, and (c) time shall be of the essence in connection with performance of the Service. C. Title Warranty and Warranty against Infringement. Vendor hereby warrants and represents that Vendor is the owner of the Service licensed hereunder or otherwise has the right to grant to the City, the licensed rights to Vendor's Service through this Agreement without violating any rights of any third party worldwide. Vendor represents and warrants that (i) Vendor is not aware of any claim, investigation, litigation, action, suit or administrative or judicial proceeding pending or threatened based on claims that Vendor's Service infringes or misappropriates any patents, copyrights, trade secrets or other intellectual property rights of any third party, and (ii) Vendor's Service does not knowingly infringe upon or misappropriate any patents, copyrights, trade secrets or any other intellectual property rights of any third party. d. Maintenance Services Warranty. Vendor warrants that, in performing the Service under the Agreement, Vendor shall substantially and materially comply with the descriptions and representations as to the services, including performing capabilities, accuracy, completeness, characteristics, Statement of Work, configurations, standards, function and requirements, which appear in this Agreement. Errors or omissions committed by Vendor in the course of providing the Service shall be remedied as set forth herein. e. Warranty of Compliance with Applicable Law. Vendor warrants the Service shall comply with all applicable federal, state and local laws, regulations, codes and ordinances to which it is subject. Vendor warrants that, throughout the Term of this Agreement, including any renewals, the Service shall comply with changes to and new applicable federal, state, and local laws, regulations, codes, and ordinances to which it is subject. Vendor represents and warrants that AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. Page 2 it shall comply with all applicable local, state, and federal licensing, accreditation, and registration requirements and standards necessary in the performance of the Service. f. Warranty of Service. General Responsibilities. Vendor warrants the Service for the term of this Agreement. Vendor shall provide Warranty Services as described in this Agreement at no additional cost to correct deficiencies in the Service and to repair and maintain the Service in accordance with the specifications, subject to the Service Level Agreement. Vendor's Warranty Service responsibilities shall include, but not be limited to the following: i Vendor shall promptly and diligently perform and reperform the Service which is not in compliance with documentation/specifications, representations and warranties at no additional cost to the City; ii Maintain the Service in accordance with the Specifications terms of this Agreement and meet all availability and system performance service levels as specified in the Statement of Work and/or Service Level Agreement (SLA). In the event the Service requires failover activities, then Vendor shall be responsible for continuance of the Service and the City shall not be subject to additional costs unless otherwise specified in this Agreement. iii Promptly coordinate with the City all tasks related to correcting problems and deficiencies connected with the Service. iv Not disable any City software. v If Vendor and/or City reasonably determines that Vendor is unable to remedy such deficiencies, Vendor or City may terminate the Agreement and Vendor shall refund to City the Fees previously paid by City to Vendor for the unused term of this Agreement and Fees for the time for which said deficiency(ies) existed. 6. City Data/Vendor Obligations. 6.1. Ownership. City owns all of the information and materials that it submits, uploads or transfers, or causes to be submitted, uploaded, or transferred to the Service (City's Data). 6.2. Data Protection. Vendor shall maintain and handle all of City's Data with commercially reasonable physical, electronic, and procedural safeguards to protect and preserve the confidentiality and security of City's Data (including personal information) in accordance with applicable data protection legislative requirements and as further described in Vendor's policies which should reflect the highest industry standards for privacy and security, which applicable policies are incorporated herein by reference. 6.3. Data Restrictions. Vendor shall restrict access to City Data to Vendor employees, affiliates' employees, or others who need to know that information to provide services to City. City Data shall be stored and hosted within the United States of America. Vendor will use City Data for the purposes described in this Agreement. Vendor will not sell, license, transmit or disclose this information outside of Vendor's business unless: (1) City expressly authorizes Vendor to do so; (2) it is necessary to allow Vendor's Licensors to perform services under this Agreement); (3) in order to provide Vendor's products or services to City; (4) otherwise as Vendor is required by law after written notice to City of such requirement. Notwithstanding the foregoing, Vendor is responsible for any disclosures of City Data by Vendor's Licensors made contrary to the terms of this Agreement. AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. Page 3 6.4 Data Backup. Vendor shall protect City's data by having a backup system that includes running the Vendor's Service on geographically dispersed data centers with extensive backup, data archive, and failover capabilities. Disaster recovery plan shall include: (1) Data backup procedures that create multiple backup copies of City's data, at least on a daily basis, at the disk level; and (2) A multi-level backup strategy that includes disk-to-disk-to-tape data backup in which tape backups serve as a secondary level of backup, not as the primary disaster-recovery data source; or other data backup system providing at least the same or higher protection of City's Data in the event of a potential data loss. 7. Intellectual Property Ownership. Vendor (and its Licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Service, the content, the software, and in its technology. This Agreement, does not convey to City any rights of ownership in or to the Vendor's Service, technology, software, or its intellectual property rights owned by Vendor and its Licensors, where applicable. This Agreement does not contemplate custom development on behalf of the City of Kent of software or technology. 8. Non-Disclosure of Confidential Information. The Parties' obligations regarding non- disclosure of Confidential Information is contained in the attached and incorporated Exhibit C. All Confidential Information is and shall remain the property of its owner to the extent consistent with applicable law. The disclosure of Confidential Information to the other party does not grant to it any express or implied right to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. 9. City Obligations. 9.1 Hardware Obligations. City shall be responsible for (a) obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and (b) paying all third-party access charges incurred while using the Service. 9.2 Anti-Virus Obligations. City will use commercially reasonable efforts to safeguard against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses") that may reasonably affect Vendor's Service. 9.3 Restricted Uses. City will not: a. knowingly upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service, b. modify, disassemble, decompile or reverse engineer the Service or pre-release hardware devises or software disclosed, C. probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service, d. copy, reproduce, resell or commercially exploit the Service, e. without authority, access or use any other clients' or their users' data through the Service, f. maliciously reduce or impair the accessibility of the Service, g. reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. Page 4 10. Indemnification Obligations. 10.1 City Indemnification Obligations. Subject to Section 10.3 below, City shall defend, indemnify, and hold Vendor and its parent organizations, subsidiaries, Affiliates, officers, directors and employees harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a third party claim alleging that the use of City Data infringes the rights of, or has caused harm to, a third party; (ii) a third party claim alleging a breach of any of City's representations and warranties; or (iii) a third party claim alleging City's use of Confidential Information or intellectual property rights of Vendor or its Licensors is in violation of this Agreement; (iv) third party claim of injury or death to person or damage to property arising from City's negligence. 10.2. Vendor Indemnification Obligations. Subject to Section 10.3 below, Vendor shall defend, indemnify, and hold City and its elected officials, officers, employees, agents and attorneys harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a third party claim alleging that the Vendor Service, content, software, or technology infringes or misappropriates the rights of, or has caused harm to, a third party; (ii) a third-party claim alleging a breach of any Vendor representations and warranties in this Agreement; (iii) a third-party claim alleging Vendor's use of City Data is in violation of this Agreement; (iv) a third-party claim alleging a breach of Vendor's confidentiality or data security obligations, that infringes the rights of, or has caused harm to, a third party; or (v) a third-party claim of injury or death to person or damage to property arising from Vendor's negligence. 10.3 As an express condition of the foregoing indemnification obligations, the parties hereby agree that: a. the indemnified party shall promptly notify the indemnifying party in writing for any claim for which indemnification is sought; b. the indemnified party shall cooperate with all reasonable requests of the indemnifying party (at the indemnifying party's expense) in defending or settling such claim. C. the indemnifying party shall be allowed to control the defense and settlement of such claim; d. the indemnifying party may not settle any claim that includes an admission of liability, fault, negligence or wrongdoing on the part of the indemnified party unless the indemnified party provides prior written consent, e. the indemnified party shall have the right, at its option and expense, to participate in the defense of any action, suit or proceeding relating to such a claim through counsel of its own choosing; f. each indemnified party will undertake commercially reasonable efforts to mitigate any loss or liability resulting from an indemnification claim related to or arising out of this Agreement. 11. Limitation of Liability 11.1. EXCEPT FOR CLAIMS ARISING FROM EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, CONFIDENTIALITY AND SECURITY OBLIGATIONS, REPRESENTATIONS AND WARRANTIES, AND INTELLECTUAL PROPERTY INFRINGEMENT OBLIGATIONS, IN NO EVENT SHALL AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. Page 5 EITHER PARTY'S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE PARTY'S STATED INSURANCE LIABILITY CAP. 11.2. NEITHER PARTY WILL BE LIABLE FOR BREACH-OF-CONTRACT DAMAGES SUFFERED BY THE OTHER PARTY THAT ARE REMOTE OR SPECULATIVE, OR THAT COULD NOT HAVE REASONABLY BEEN FORESEEN ON ENTRY INTO THIS AGREEMENT. 11.3. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. 12. Insurance. Vendor shall maintain insurance that is sufficient to protect its business against all applicable risks, at a minimum as set forth in the attached and incorporated Exhibit D, "Insurance Requirements." Vendor shall promptly provide City with certificates of insurance to evidence Vendor's continued compliance with Exhibit D. 13. Termination of Agreement. 13.1 Termination for Convenience. Either party may terminate this Agreement without cause. In the event of such desire, the City may terminate upon giving the Vendor 30 days advance written notice of termination, and the Vendor upon giving the City 30 days advance written notice of termination. 13.2 Termination by City for Cause. In addition to any other rights granted to City in this Agreement or under law, City has the right to terminate this Agreement upon written notice due to: a. a material breach of a term, representation, or warranty under this Agreement (including a material breach under an Attachment, Addendum and/or Exhibit to this Agreement) by Vendor of any of its subcontractors or licensors of services if such material breach is not remedied within 30 days following receipt of written notice from City; or b. a third party's claim that Vendor's Service, content, data infrastructure, professional services, technology, software, or any other services and products provided by Vendor or its subcontractors or Licensors or other third parties and the intellectual property rights associated therewith, infringes upon such third party's intellectual property rights. C. City Council fails to appropriate funds for contract payments. d. Vendor files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within 60 days of the filing thereof.. 13.3 Termination By Vendor for Cause. In addition to any other rights granted to Vendor in this Agreement or under law, Vendor reserves the right, upon written notice to City, to terminate this Agreement due to: a. any undisputed amounts City owes that are delinquent greater than 30 days; or b. a material breach of the terms of this Agreement, other than a payment obligation, by City or its users if such breach is not remedied within 30 days following receipt of written notice of such breach from Vendor to City; or AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. Page 6 C. a third party's claim that City's Data, and/or intellectual property infringes upon such third party's rights. 13.4 No Suspension of Service. Provided City continues to timely make all undisputed payments, Vendor warrants that during the term of this Agreement, Vendor will not withhold Service provided herein, for any reason, including but not limited to a dispute between the parties arising under this Agreement, except as may be specifically authorized herein. 13.5 Effect of Termination. a. If City terminates for cause or Vendor terminates without cause, City will only be obligated to pay the amounts then due for services provided meeting Vendor's contractual commitments as calculated up to the date of termination and, if applicable, City will be reimbursed a prorated amount of unused, prepaid fees. b. If Vendor terminates for cause that City does not dispute or if City terminates without cause and a balance is still due on City's account, then City agrees that Vendor may bill City for such unpaid fees due up to the date of termination. C. In the event this Agreement terminates for any reason, Vendor shall provide the City a file of City's Data in a format acceptable (and at no cost) to City within 30 days of the effective date of termination. City shall have 60 days following termination to notify Vendor if litigation, laws, regulations, or other lawful process requires Vendor retain City's data on its Service beyond the termination of this Agreement. City will thereafter promptly notify Vendor when such litigation, laws, regulations, or other lawful process no longer requires Vendor maintain the City's data on its Service. Vendor may dispose of City's data at Vendor's expense as permitted by law 61 days after termination, if City provides no notice otherwise; or after City notifies Vendor there are no laws, regulations, litigation, etc. requiring further retention. Retained data is subject to the confidentiality provisions of the Agreement. 14. Remedies. Termination of this Agreement shall not affect any right of action of either party prior to the termination being affected. All remedies shall be cumulative and may be exercised concurrently, or separately, which shall not be deemed to constitute an election of any one remedy to the exclusion of any other. In addition to any other remedy provided for herein, or at law or equity, City shall have the right to recover from Vendor all damages reasonably caused by default of any representation or warranty. This paragraph shall not limit City's right to pursue any other remedy available to it in law, at equity or pursuant to this Agreement. 15. Non-Discrimination. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Vendor, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Consultant shall execute the City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the Compliance Statement, all attached and incorporated as Exhibit E. 16. General Provisions 16.1 Governing Law and Venue. The Agreement will be governed by the laws of Washington and its choice of law rules. Vendor irrevocably consents to the exclusive personal jurisdiction and venue of the federal and state courts located in King County, Washington, with respect to any dispute arising out of or in connection with the Agreement and agrees not to commence or prosecute any AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. Page 7 action or proceeding arising out of or in connection with the Agreement other than in the aforementioned courts. 16.2. Dispute Resolution. The City and Vendor desire, if possible, to resolve disputes, controversies and claims (Disputes) arising out of this Agreement without litigation. To that end, upon written notification of dispute by a party to the other, each party shall appoint a knowledgeable, responsible management representative to meet and negotiate in good faith to resolve any Dispute arising under this Agreement. If the parties are unable to settle any Dispute, the exclusive means of resolving that Dispute shall only be by filing suit as provided for under Section 16.1, unless the parties agree in writing to an alternative dispute resolution process. 16.3 Severability. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provision will continue in full force without being impaired or invalidated in any way. The City and Vendor agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. 16.4. Nonwaiver. Any failure by either party to enforce strict performance of any provision of the Agreement will not constitute a waiver of - its right to subsequently enforce such provision or any other provision of the Agreement. 16.5 No Assignment. Either party may assign this Agreement and all of its rights and obligations hereunder as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets so long as said assignee accepts all of the respective Agreements rights and obligations of its predecessor as provided in this Agreement without limitation. Except as expressly stated in this Agreement, neither party may otherwise assign its rights or obligations under this Agreement either in whole or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. 16.6 Notices. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. Either party may change its address by giving written notice of such change to the other party. 16.7 Legal Fees. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit either party's right to indemnification under Section 10 of this Agreement. 16.8. Force Maieure. 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 AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. Page 8 from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. 16.9 Independent Contractor. City and Vendor intend that an independent Contractor relationship be created with this Agreement. Vendor shall not be considered an agent or employee of City for any purpose and the employees of Vendor are not entitled to any of the benefits that City provides for its employees. Nor shall this Agreement be evidence of a joint venture between Vendor and City. 16.10 Problem Notification. Each party will promptly notify the other in writing of any events or circumstances that will affect the performance of its obligations under this Agreement including the delivery of any deliverable or delay in completion of any of its obligations. Vendor shall notify City in writing of all material defects in the Service, whether discovered by other parties or by Vendor within five (5) business days of their discovery and fix or replace the effected software within a commercially reasonable time. A defect is considered material if it has the potential to delay or inhibit the primary functionality of the Service or if said defect has the potential to corrupt City data. 16.11 Entire Agreement/Modification. This Agreement, together with all exhibits comprise the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein. This Agreement may be amended, modified, or added to only by written instrument properly signed by both parties hereto. 16.12 Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. 16.13 City Business License Required. Prior to commencing the Service provided for under this Agreement, Vendor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. Page 9 16.14 Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: CITY: k ��- ,/Lc CITY OF KENT By: By; +JOI�►r1sa� O� Print Name: C'v�d �. �bt7 Print Name: Dana Ralph Its cc� Its Mayor DATE: Z�-L DATE: 02/28/2024 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: Attn: Ron Katz Attn: Mike Carrington Agile Fleet, Inc. Director Info Technology 14101 Willard Road, Suite A Chad Bieren, P.E. Chantilly, VA 20105 Public Works Director 220 Fourth Avenue South (571) 498-7555 (telephone) Kent, WA 98032 RKa--z@..A,qi.!eFleet.com (email) (253) 856-4607 (telephone - IT) MCarriiagt_C n!9.Kent�A,igov (email) (253) 856-5500 (telephone - Public Works) Publ1cWorks@Ker1tb A, ov (email) APPP'ROVED AS TO FORM: i r Kent Law Department ATT ST: Kent Ci Clerk AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. Page 10 EXHIBIT A VENDOR PROPOSAL FleetCommander Licensing/Professional Services Sourcewell Price FleetCommander Annual Software as a Service Offering FleetCommander Licensing for up to 78 total vehicles to meet the City of Kent'sfleet management requirements with unlimited user access: Modules include:Vehicle/Equipment Management, Driver/User Management, Motor Pool, Key Control, Kioware, Reports and secure $16,395 application hosting services. Subtotal Software $16,395 Professional Services FleetCommander Setup $2,000 Project Management $ 1,375 Data Conversion,Configuration and Implementation Services $ 3,120 Remote System Administrator Training (Up to 4 System Administrators) $ 1,250 Single Sign-On Authentication $4,690 Subtotal Services $12,435 Key Control Solution 1—32 Unit Key Box(Includes First Year Maintenance and Support) $11,274 1—72 Unit Key Box(Includes First Year Maintenance and Support) $16,079 2—Standard Touchscreen Kiosk(Includes First Year Maintenance and Support) $6,207 Estimated Shipping for Above $ 560 Subtotal Hardware $34,120 Total for Software, Implementation,Training and Hardware $62,950 Optional Services Billing Algorithm with Export File $ 5,655 PNP3000 GPS Device-OBDII Port Self-Install $112.00 Each Data Only Annual Monitoring Fee-Each $144.00 Each Enterprise Annual Monitoring Fee-Each $234.00 Each Sourcewell Day Rate for Professional and Training Services ($195/hour) $1,560/Day Annual SaaS Fees,Support&Maintenance FleetCommander Key Control Total Software Hardware Year Included Included Included Year 2 $19,508 $4,934 $24,442 Year $20,094 $5,083 $25,177 N otes: ■ The above FleetCommander costs are based upon 78 "active" vehicles. Agile Fleet's SaaS pricing in no way limits the number of users that can access the system at any given time. Exhibit A - Scope of Work AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. ■ Agile Fleet's annual SaaS licensing,application hosting,software and hardware support and maintenance contract providing unlimited technical support, version upgrades and new releases takes effect upon the expiration of the initial first year complimentary support contract.Technical support for the City of Kent is 100% U.S. based. • Included in the above pricing is the migration of the City's current standing vehicle, organizational and user data utilizing Agile's preconfigured data loader. We presume that City of Kent supplied data has all relevant fields and necessary coding structure for proper migration to FleetCommander. Additional data manipulation will incur additional cost. ■ Agile Fleet's implementation, data conversion, and remote training service pricing is based upon the scope of work discussed with the City thus far. If the City of Kent requires material changes to this scope of work, a mutually agreed upon change order will be executed.This change order will include a revised scope of work, days required, impact to the schedule and the cost to perform. Change orders will be priced at Agile Fleet's current Professional Services rates. • Travel and related expenses are excluded from the fixed rate services outlined above. Pre-approved travel and related expenses will be billed at cost as incurred. ■ The "FleetCommander GPS Annual Monitoring Fee" begins 10 days after the arrival of the GPS units or upon their installation, whichever occurs first. The GPS devices are self-installable by plugging the devices directly into the vehicles OBDII port. ■ The GPS 'Data Only' monitoring includes automated updates of vehicle activity, including odometer updates, stop time, idle time, drive time, and performance and fuel usage details for supported vehicles. Exhibit A - Scope of Work AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. EXHIBIT B SERVICE LEVEL AGREEMENT ("SLA") AND SUPPORT SERVICES 1. Description of Services A. SERVICE LEVEL AGREEMENT 1. Applicable Levels. Vendor shall provide the Service to the City with a System Availability of at least 99.5% during each calendar month of the Agreement following initial implementation completion. 2. Scheduled System Maintenance. Vendor may take the Service offline for scheduled maintenances of which City has received prior written notice of the planned maintenance schedule. 3. System Availability Definition. 3.1. "System Availability' means the percentage of minutes in a month that the key components of the Service are operational 3.2. Not Included in "System Availability' a. scheduled maintenance; b. events of force majeure; or C. events caused by the City's acts or omissions or inoperability of City's technology/devices. 4. Remedies. Should Vendor not achieve System Availability for 2 months or more in any six month period, the City shall be entitled to the following credit against fees due: 4.1 Two-months - 5% credit 4.2 Three months - 10% credit 4.3 Four or more months - 15% credit The credit remedy provided herein is not exclusive and City shall be entitled to all other remedies provided for in this Agreement or provided in law and equity as a result of Vendor's failure to meet System Availability requirements. B. SUPPORT SERVICES 1. Services Support entitles the City to the following: 1.1 Telephone or electronic support to help the City locate and correct problems with the Service. 1.2 Bug fixes and code corrections to correct Service malfunctions to bring the Service into substantial conformity with the operating specifications. Exhibit B - Service Level Agreement and Support Services AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. 1.3 All extensions, enhancements and other changes that Vendor makes or adds to the Service and which the Vendor offers, without charge, to all other Subscribers of the Service. 1.4 Up to one dedicated contacts designated by the City in writing that will have access to support services. 2. Response and Resolution Goals 2.1 Severity 1: The Production system/application is down, seriously impacted and there is no reasonable work around currently available. Once Vendor receives notice, the Vendor will begin continuous work on the issue, and a customer resource must be available at any time to assist with problem determination. Once the issue is reproducible or once vendor has identified the Service defect, Vendor will provide reasonable efforts for workaround or solution within 24 hours. 2.2 Severity 2: The system or application is seriously affected. The issue is not critical and does not comply with the Severity 1 conditions. There is no workaround currently available or the workaround is cumbersome to use. The Vendor will work during normal business hours to provide reasonable effort for workaround or solution within 3 days, once the issue is reproducible. 2.3 Severity 3: The system or application is moderately affected. The issue is not critical and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround. The Company will work during normal business hours to provide reasonable effort for workaround or solution within 5 business days, once the issue is reproducible. 2.4 Severity 4: Non-critical issues. The Company will seek during normal business hours to provide a solution in future releases of the Service. Exhibit B - Service Level Agreement and Support Services AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. EXHIBIT C NON-DISCLOSURE OF CONFIDENTIAL INFORMATION 1. Scope of Confidentiality Obligation in a SAAS Agreement. 1.1 Limitations. The Parties recognize that in a SAAS Agreement, the City is placing its information, including Confidential Information, on the Vendor's hosted software application. In providing this hosted service, the Vendor is not disclosing or providing City with its confidential information such as its source code or other proprietary or intellectual property technology. City therefore cannot modify, reverse engineer or otherwise decompile Vendor's technology and City has committed to not doing so in this Agreement. Thus, this Addendum describes Vendor's obligations with respect to City's confidential information provided to Vendor. 2. Definition of Confidential Information and Exclusions. 2.1 "Confidential Information" means non-public information on Vendor's SAAS that City designates as being confidential or which, under the circumstances surrounding disclosure, Vendor ought to treat as confidential, including but not limited to information in tangible or intangible form relating to and/or including City data, computer programs, code, algorithms, formulas, processes, inventions, schematics and other technical, business , financial and product development plans, forecasts, strategies and proprietary or intellectual property whether or not it is owned by City and information received from others that City is obligated to treat as confidential. Except as otherwise indicated in this Agreement, the term "Vendor" also includes all its Affiliates. An "Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, controls, are controlled by, or are under common control with a party. 2.2 Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed City; (ii) became known to Vendor prior to City's disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than City other than by the breach of an obligation of confidentiality owed to City; (iv) is independently developed by Vendor; or (v) is not confidential as a matter of law. 3. Obligations Regarding Confidential Information. 3.1 Except as otherwise provided herein, Vendor shall: a. Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than prevailing standard of reasonable care in the Vendor's industry, to keep confidential the Confidential Information of the City; b. Refrain from disclosing, reproducing, summarizing and/or distributing City's Confidential Information except in pursuance of Vendor's business relationship with City, or only as otherwise provided hereunder; and C. Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by City to Vendor under the terms of this Agreement. 3.2 Notwithstanding anything to the contrary herein, City and Vendor will disclose Confidential Information in accordance with judicial action, federal or state public disclosure Exhibit C - Nondisclosure Agreement AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. requirements, state or federal regulations, or other governmental order or requirement of law. In the context of public records requests, City will give the Vendor reasonable notice prior to Vendor's records consistent with City's rules to allow Vendor a reasonable opportunity to seek injunctive or other applicable judicial relief preventing such disclosure. 3.3 The Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis. The Vendor will have executed or shall execute appropriate written agreements with third parties sufficient to enable Vendor to enforce all the provisions of this Agreement. 3.4 Vendor shall notify the City promptly and without undue delay upon discovery of any unauthorized use or disclosure of Confidential Information as defined by this Agreement. Vendor will cooperate with City in helping City regain possession of its Confidential Information and prevent its further unauthorized use or disclosure. Exhibit C - Nondisclosure Agreement AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. EXHIBIT D INSURANCE REQUIREMENTS The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable if all the Primary and Umbrella or Excess Policies shall provide all the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. Automobile Liability insurance providing bodily injury and property damage liability coverage for all automobiles/vehicles used in the performance of this Agreement. This coverage must be on a primary and non-contributory basis only. Coverage shall be written on ISO form CA 00 01, or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Workers' Compensation coverage for the employees of Contractor and subcontractors as required by the Industrial Insurance laws of the State of Washington. Cyber and Information Breach Liability insurance, insuring against losses arising out of or resulting from security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines, and penalties as well as credit monitoring expenses. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: Exhibit D - Insurance Requirements AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. Commercial General Liability insurance shall be written with limits no less than $1,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products-completed operations aggregate limit, including Abusive Conduct Liability and Professional Liability. Stop Gap Liability - $1,000,000/$1,000,000/$1,000,000 Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Waiver of Subrogation Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per occurrence. Cyber and Information Breach Liability insurance shall be written with limits no less than $1,000,000 per occurrence. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. The above policy limits may be obtained with excess liability (umbrella) insurance. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance policies and shall not contribute to the Contractor's insurance policies. 2. Contractor's insurer must deliver or mail written notice of cancellation to the named insured at least forty-five (45) days before the effective date of the cancellation. The Contractor's insurance policy shall include an endorsement that provides the City with written notice of cancellation forty-five (45) days before the effective date of the cancellation. If Contractor's insurer fails to provide the City with a copy of the notice of cancellation endorsement, the Contractor must notify the City of any cancellation, nonrenewal or termination before the effective date of the cancellation. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) with respect to work performed by or on behalf of the Contractor and a copy of the endorsement naming the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claims are made or suit is brought, except with respect to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, Exhibit D - Insurance Requirements AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. evidencing the insurance requirements of the Contractor before commencement of the work. The City waives no rights, and the Contractor is not excused from performance if Contractor fails to provide the City with a copy of the endorsement naming the City as a Primary Non-Contributory Additional Insured. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the same insurance requirements as stated herein for the Contractor. Exhibit D - Insurance Requirements AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. CERTIFICATE OF LIABILITY INSURANCE DATE / 2/15/2024Y) 024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: CL Central Leavitt Pacific Insurance Brokers, Inc. HICONNo Ext: (888)895-6090 (FAX c,No: License #OD79674 E-MAIL ciclpib@leavitt.com ADDRESS: 1570 The Alameda, Suite 101 INSURERS AFFORDING COVERAGE NAIC# San Jose CA 95126 INSURERA:Travelers Casualty Insurance Company of a19046 INSURED INSURER B:Travelers Property Casualty Company of 25674 Agile Fleet, Inc. INSURER C:Hartford Fire and its P&C Affiliates 00914 14101 Willard RD Ste A INSURER D:Lloyd's of London R85202 INSURER E:Philadelphia Indemnit Compan�:= 18058 Chantilly VA 20151 INSURER F: COVERAGES CERTIFICATE NUMBER:24.25 GL,BA 23.24 WC,DO REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR Y EFF POLICY EXP LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE ❑X OCCUR DAMAGE TO RENTED 300,000 PREMISES Ea occurrence $ X Y 6809DO20488 2/4/2024 2/4/2025 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X JECT LOC PRODUCTS-COMP/OPAGG $POLICY ❑ PRO 2,000,000 OTHER: Employee Benefits $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED AUTOS AUTOS BA3L603976 2/4/2024 2/4/2025 BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE X HIREDAUTOS Ix AUTOS Per accident $ Physical Damage $ X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 1,000,000 B EXCESS LIAB X I CLAIMS-MADE AGGREGATE $ 1,000,000 DED I X I RETENTION$ 5,000 CUP9D025299 2/4/2024 2/4/2025 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ NIA C (Mandatory in NH) 57WECAC5K2B 12/23/2023 12/23/2024 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D Professional, Cyber Liability ESM0139811397 11/6/2023 11/6/2024 Occurence and Aggregate $5,000,000 E Directors & Officers PHSD1796897 7/1/2023 7/1/2024 Per Claim $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Kent is named additional insured with respects to general liability with waiver of subrogation as per company form CGD4170219, primary and noncontributory form CGT1000219. Umbrella follows form. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Kent THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 220 Fourth Avenue South ACCORDANCE WITH THE POLICY PROVISIONS. Kent, WA 98032 AUTHORIZED REPRESENTATIVE T zcBohanon/TABOHA V. m ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) Additional Named Insureds Other Named Insureds Agile Access Control, Inc. C Corporation, Additional Named Insured OFAPPINF(02/2007) COPYRIGHT 2007,AMS SERVICES INC ADDITIONAL COVERAGES Ref# Description Coverage Code Form No. Edition Date EPLI Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 10,000 2,500 Ref# Description Coverage Code Form No. Edition Date Employee Benefits EBLIA Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 1,000,000 Ref# Description Coverage Code Form No. Edition Date Physical Damage Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 500 Per claim $25.00 Ref# Description Coverage Code Form No. Edition Date Endorsements Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $55.00 Ref# Description Coverage Code Form No. Edition Date HNOA HNOA Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 1,000,000 $295.00 Ref# Description Coverage Code Form No. Edition Date Surcharges SURC Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $113.00 Ref# Description Coverage Code Form No. Edition Date Terrorism TERRO Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $839.00 Ref# Description Coverage Code Form No. Edition Date Catastrophe CATAS Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $348.00 Ref# Description Coverage Code Form No. Edition Date Expense constant EXCNT Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $260.00 Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium LOFADTLCV Copyright 2001,AMS Services,Inc. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less I. Blanket Additional Insured — Mortgagees, B. Who Is An Insured — Unnamed Subsidiaries Assignees, Successors Or Receivers C. Who Is An Insured — Employees — Supervisory J. Blanket Additional Insured — Governmental Positions Entities — Permits Or Authorizations Relating To D. Who Is An Insured — Newly Acquired Or Formed Premises Limited Liability Companies K. Blanket Additional Insured — Governmental E. Who Is An Insured — Liability For Conduct Of Entities — Permits Or Authorizations Relating To Unnamed Partnerships Or Joint Ventures Operations F. Blanket Additional Insured — Persons Or L.. Medical Payments— Increased Limit Organizations For Your Ongoing Operations As M. Blanket Waiver Of Subrogation Required By Written Contract Or Agreement G. Blanket Additional Insured — Broad Form Vendors N. Contractual Liability—Railroads H. Blanket Additional Insured —Controlling Interest O. Damage To Premises Rented To You PROVISIONS A. NON-OWNED WATER CRAFT—75 FEET LONG is responsible for the use of a watercraft OR LESS that you do not own that is: 1. The following replaces Paragraph (2) of (1) 75 feet long or less; and Exclusion g., Aircraft, Auto Or Watercraft, (2) Not being used to carry any person or in Paragraph 2. of SECTION I — property for a charge. COVERAGES — COVERAGE A — BODILY B. WHO IS AN INSURED — UNNAMED INJURY AND PROPERTY DAMAGE SUBSIDIARIES LIABILITY: The following is added to SECTION II — WHO IS (2) A watercraft you do not own that is: AN INSURED: (a) 75 feet long or less; and Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named (b) Not being used to carry any person or Insured in the Declarations is a Named Insured if: property for a charge; a. You are the sole owner of, or maintain an 2. The following replaces Paragraph 2.e. of ownership interest of more than 50% in, such SECTION II—WHO IS AN INSURED: subsidiary on the first day of the policy period; and e. Any person or organization that, with your express or implied consent, either uses or b. Such subsidiary is not an insured under similar other insurance. CG D4 17 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for "bodily injury" organization in writing to us within or "property damage" that occurred, or "personal 180 days after you acquire or form it; and advertising injury" caused by an offense b. Coverage A does not apply to "bodily committed: injury" or"property damage" that occurred a. Before you maintained an ownership interest before you acquired or formed the of more than 50% in such subsidiary; or organization; and b. After the date, if any, during the policy period c. Coverage B does not apply to "personal that you no longer maintain an ownership and advertising injury" arising out of an interest of more than 50% in such subsidiary. offense committed before you acquired or For purposes of Paragraph 1. of Section II — Who formed the organization. Is An Insured, each such subsidiary will be For the purposes of Paragraph 1. of Section II deemed to be designated in the Declarations as: — Who Is An Insured, each such organization a. A limited liability company; will be deemed to be designated in the Declarations as: b. An organization other than a partnership, joint a. A limited liability company; venture or limited liability company; or c. A trust; b. An organization, other than a partnership, joint venture or limited liability company; as indicated in its name or the documents that or govern its structure. c. A trust; C. WHO IS AN INSURED — EMPLOYEES — as indicated in its name or the documents SUPERVISORY POSITIONS that govern its structure. The following is added to Paragraph 2.a.(1) of SECTIO N II —WHO IS AN INSURED: E. WHO IS AN INSURED — LAIBILTY FOR CONDUCT OF UNNAMED PARTNERSHIP SO R Paragraphs (1)(a), (b) and (c) above do not apply JOINT VENTURES to "bodily injury" to a co-"employee" while in the The following replaces the last paragraph of course of the co-"employee's" employment by you arising out of work by any of your "employees" SECTION II —WHO IS AN INSURED: who hold a supervisory position. No person or organization is an insured with respect to the conduct of any current or past D. WHO IS AN INSURED — NEWLY ACQUIRED partnership or joint venture that is not shown as a OR FOR MED LIMITED LAIBILITY COMPANIES Named Insured in the Declarations. This The following replaces Paragraph 3. of SECTION paragraph does not apply to any such partnership II —WHO IS AN INSURED: or joint venture that otherwise qualifies as an 3. Any organization you newly acquire or form, insured under Section II —Who Is An Insured. other than a partnership or joint venture, and F. BLANKET ADDITIONAL INSURED — PERSONS of which you are the sole owner or in which OR ORGANIZATIONS FOR YOUR ONGOING you maintain an ownership interest of more OPERATIONS AS REQUIRED BY WRITTEN than 50%, will qualify as a Named Insured if CONTRACT OR AGREEMENT there is no other similar insurance available to that organization. However: The following is added to SECTION II — WHO IS AN INSURED: a. Coverage under this provision is afforded Any person or organization that is not otherwise only: an insured under this Coverage Part and that you (1) Until the 180th day after you acquire have agreed in a written contract or agreement to or form the organization or the end of include as an additional insured on this Coverage the policy period, whichever is earlier, Part is an insured, but only with respect to liability if you do not report such organization for"bodily injury" or"property damage" that: in writing to us within 180 days after a. Occurs subsequent to the signing of that you acquire or form it; or contract or agreement; and (2) Until the end of the policy period, b. Is caused, in whole or in part, by your acts or when that date is later than 180 days omissions in the performance of your ongoing after you acquire or form such operations to which that contract or organization, if you report such Page 2 of 5 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 17 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY agreement applies or the acts or omissions of performed at such vendor's premises in any person or organization performing such connection with the sale of "your operations on your behalf. products"; or The limits of insurance provided to such insured (6) "Your products" that, after distribution or will be the minimum limits that you agreed to sale by you, have been labeled or provide in the written contract or agreement, or relabeled or used as a container, part or the limits shown in the Declarations, whichever ingredient of any other thing or substance are less. by or on behalf of such vendor. G. BLANKET ADDITIONAL INSURED — BROAD Coverage under this provision does not apply to: FORM VENDORS The following is added to SECTION II — WHO IS a. Any person or organization from whom you AN INSURED: have acquired "your products", or any ingredient, part or container entering into, Any person or organization that is a vendor and accompanying or containing such products; that you have agreed in a written contract or or agreement to include as an additional insured on this Coverage Part is an insured, but only with b. Any vendor for which coverage as an respect to liability for "bodily injury" or "property additional insured specifically is scheduled by damage"that: endorsement. a. Occurs subsequent to the signing of that H. BLANKET ADDITIONAL INSURED — contract or agreement; and CONTROLLING INTEREST b. Arises out of "your products" that are 1. The following is added to SECTION II —WHO distributed or sold in the regular course of IS AN INSURED: such vendor's business. Any person or organization that has financial The insurance provided to such vendor is subject control of you is an insured with respect to to the following provisions: liability for "bodily injury", "property damage" or"personal and advertising injury" that arises a. The limits of insurance provided to such out of: vendor will be the minimum limits that you agreed to provide in the written contract or a. Such financial control; or agreement, or the limits shown in the b. Such person's or organization's Declarations,whichever are less. ownership, maintenance or use of b. The insurance provided to such vendor does premises leased to or occupied by you. not apply to: The insurance provided to such person or organization does not apply to structural (1) Any express warranty not authorized by alterations, new construction or demolition you or any distribution or sale for a operations performed by or on behalf of such purpose not authorized by you; person or organization. (2) Any change in "your products" made by 2. The following is added to Paragraph 4. of such vendor; SECTION II —WHO IS AN INSURED: (3) Repackaging, unless unpacked solely for This paragraph does not apply to any the purpose of inspection, demonstration, premises owner, manager or lessor that has testing, or the substitution of parts under financial control of you. instructions from the manufacturer, and I. BLANKET ADDITIONAL INSURED — then repackaged in the original container; MORTGAGEES, ASSIGNEES, SUCCESSORS (4) Any failure to make such inspections, OR RECEIVERS adjustments, tests or servicing as The following is added to SECTION II — WHO IS vendors agree to perform or normally AN INSURED: undertake to perform in the regular Any person or organization that is a mortgagee, course of business, in connection with the assignee, successor or receiver and that you distribution or sale of"your products"; have agreed in a written contract or agreement to (5) Demonstration, installation, servicing or include as an additional insured on this Coverage repair operations, except such operations Part is an insured, but only with respect to its CG D4 17 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or construction, erection or removal of any of the receiver for "bodily injury", "property damage" or following for which that governmental entity has "personal and advertising injury" that: issued such permit or authorization: advertising a. Is "bodily injury" or "property damage" that signs, awnings, canopies, cellar entrances, coal occurs, or is personal and advertising injury„ holes, driveways, manholes, marquees, hoist caused by an offense that is committed, away openings, sidewalk vaults, elevators, street banners or decorations. subsequent to the signing of that contract or agreement; and K. BLANKET ADDITIONAL INSURED — b. Arises out of the ownership, maintenance or GOVERNMENTAL ENTITIES — PERMITS OR use of the premises for which that mortgagee, AUTHORIZATIONS RELATING TO OPER- assignee, successor or receiver is required ATIONS under that contract or agreement to be The following is added to SECTION II — WHO IS included as an additional insured on this AN INSURED: Coverage Part. Any governmental entity that has issued a permit The insurance provided to such mortgagee, or authorization with respect to operations assignee, successor or receiver is subject to the performed by you or on your behalf and that you following provisions: are required by any ordinance, law, building code or written contract or agreement to include as an a. The limits of insurance provided to such additional insured on this Coverage Part is an mortgagee, assignee, successor or receiver insured, but only with respect to liability for "bodily will be the minimum limits that you agreed to injury", "property damage" or "personal and provide in the written contract or agreement, advertising injury" arising out of such operations. or the limits shown in the Declarations, whichever are less. The insurance provided to such governmental b. The insurance provided to such person or entity does not apply to: organization does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of (1) Any "bodily injury" or "property damage" operations performed for the governmental that occurs, or any "personal and entity; or advertising injury caused by an offense that is committed, after such contract or b. Any "bodily injury" or "property damage" agreement is no longer in effect; or included in the "products-completed 2 An "bodily injury", " ro"property damage" or operations hazard". ( ) Y Y P P Y 9 "personal and advertising injury" arising L. MEDICAL PAYMENTS— INCREASED LIMIT out of any structural alterations, new The following replaces Paragraph 7. of SECTION construction or demolition operations III — LIMITS OF INSURANCE: performed by or on behalf of such mortgagee, assignee, successor or 7. Subject to Paragraph 5. above, the Medical receiver. Expense Limit is the most we will pay under Coverage C for all medical expenses because J. BLANKET ADDITIONAL INSURED — of "bodily injury" sustained by any one GOVERNMENTAL ENTITIES — PERMITS OR person, and will be the higher of: AUTHORIZATIONS RELATING TO PREMISES a. $10,000; or The following is added to SECTION II — WHO IS AN INSURED: b. The amount shown in the Declarations of Any governmental entity that has issued a permit this Coverage Part for Medical Expense Limit. or authorization with respect to premises owned or occupied by, or rented or loaned to, you and M. BLANKET WAIVER OF SUBROGATION that you are required by any ordinance, law, The following is added to Paragraph 8., Transfer building code or written contract or agreement to Of Rights Of Recovery Against Others To Us, include as an additional insured on this Coverage of SECTION IV — COMMERCIAL GENERAL Part is an insured, but only with respect to liability LIABILITY CONDITIONS: for "bodily injury", "property damage" or "personal and advertising injury" arising out of the If the insured has agreed in a contract or existence, ownership, use, maintenance, repair, agreement to waive that insured's right of recovery against any person or organization, we Page 4 of 5 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 17 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY waive our right of recovery against such person or 2. Paragraph f.(1) of the definition of "insured organization, but only for payments we make contract" in the DEFINITIONS Section is because of: deleted. a. "Bodily injury" or "property damage" that O. DAMAGE TO PREMISES RENTED TO YOU occurs; or The following replaces the definition of "premises b. "Personal and advertising injury" caused by damage" in the DEFINITIONS Section: an offense that is committed; "Premises damage" means "property damage"to: subsequent to the execution of the contract or agreement. a. Any premises while rented to you or temporarily occupied by you with permission N. CONTRACTUAL LIABILITY—RAILROADS of the owner; or 1. The following replaces Paragraph c. of the b. The contents of any premises while such definition of "insured contract" in the premises is rented to you, if you rent such DEFINITIONS Section: premises for a period of seven or fewer c. Any easement or license agreement; consecutive days. CG D4 17 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The "bodily injury" or "property damage" for 8• Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date SECTION V— DEFINITIONS for audit and retrospective premiums is the date 1 "Advertisement" means a notice that is broadcast or shown as the due date on the bill. If the sum of published to the general public or specific market the advance and audit premiums paid for the segments about your goods, products or services policy period is greater than the earned for the purpose of attracting customers or premium, we will return the excess to the first Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services for the purposes of attracting customers or By accepting this policy, you agree: supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. EXHIBIT E DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY 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 Exhibit E - Nondiscrimination Policy&Forms AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. 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. Exhibit E - Nondiscrimination Policy&Forms AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (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); Exhibit E - Nondiscrimination Policy&Forms AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. 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) 8. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfill the five requirements referenced above. 1 By 1 II T For: l _� �t—VN C_ Title: Date: Z�2— �Z Exhibit E - Nondiscrimination Policy & Forms AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc. 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. Exhibit E - Nondiscrimination Policy & Forms AGREEMENT FOR SOFTWARE AS A SERVICE Between City of Kent and Agile Fleet, Inc.