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HomeMy WebLinkAboutCAG2022-173 - Extension - Bynder LLC - Digital Asset Manager - 05/08/2024 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: > 03/29/2024 04/12/2024 Q Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website N/A Budget Account Number• Grant? Yes No�✓ 52001770.64260.1800 Budget?❑✓ Yes Type: N/A Vendor Name: Category: Bynder LLC Contract Vendor Number: Sub-Category: 2481842 Amendment 0 Project Name: Renewal Amendment for Digital Asset Manager OProject Details: 3-year renewal amendment for Digital Asset Manager - a Cloud solution to manage C Multimedia's digital assets - at a cost of $126,877.01 (3yr total), including any 40 applicable Washington State Use Tax, under Mayor's signature authority. C Basis for Selection of Contractor: AgreementAmount�05/09/2024 126,877.01 Direct Negotiation E *Memo to Mayor must be attached � Start Date: Termination Date: 05/08/2027 a Local Business? Yes ✓�No*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified Notice required prior to disclosure? Contract Number: Yes ✓�No CAG2022-173 Comments: <<Signature on attached renewal agreement pg. 3/11>> c Dana Ralph, Mayor 3 0 Date: <<Date on attached renewal agreement pg. 3/11>> a a Date Received:City Attorney: Date Routed:Mayor's Office City Clerk's Office adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 DocuSign Envelope ID:59401805-D691-4993-A49B-601122E62159 Renewal Agreement This Renewal Agreement amends and extends the Agreement between City of Kent ("Customer') and Bynder LLC("Bynder",together"the Parties")made effective on May 02,2022 and any other written agreement executed thereafter between the Parties. 1. Renewal Term: The Parties agree to extend the term of the Agreement for an additional 36 month period ("Subsequent Term").This Renewal agreement shall take effect as of May 09, 2024.The amended date of expiration of the Renewal Agreement shall be May 08,2027. 2. Subscription Fee: The Parties also agree to increase the Subscription Fee (as defined in the Agreement) by 3% (Uplift). All prices presented in this Renewal Agreement are excluding Sales Tax. The increased Subscription Fees are as follows: Annual Subscription Fee: Workgroup Package Subscription Fee: Product Type Product Name Quantity Users&Storage Admin User 2 Users&Storage Light Users 50 Users&Storage Regular User 10 Users&Storage TB Storage 1 Core&Modules Light Analytics/Reports Core&Modules Digital Asset Management(DAM) Included portal feature Custom URL Included portal feature Bynder Mass Uploader Included portal feature Bynder Wizard Included portal feature Bynder Express Included portal feature Homepage Included portal feature Mobile App Included portal feature SSO monthly costs Bundled products subscription fee(from previous invoice): USD 16,200.01 C9 bynder Confidential Page 1 of 5 Renewal Agreement DocuSign Envelope ID:59401805-D691-4993-A49B-601122E62159 Additional Products Purchased: Product Type Product Name Quantity Subscription fee from previous invoice Users&Storage TB Storage 4 4,320.00 Core&Modules Brand Guidelines(BG) 8,100.00 Advanced Core&Modules Studio Basic(image only) 4,320.00 Success Package Plus Success Package 4,320.00 Additional products annual subscription fee(from previous invoice): USD 21,060.00 Sub-Total Annual Subscription Fee: USD 37,260.01 Renewal Uplift: USD 1,117.80 Total Annual Subscription Fee: USD 38,377.80 Bynder's Service Level Agreement. The Service Level Agreement, attached to the Agreement as Exhibit D is replaced in its entirety by Exhibit D to this Renewal. By signing below,the Parties represent they have read and understand this Renewal Agreement and agree to be bound by its terms: CUSTOMER: BYNDER: Purchase Order(PO)required? ®Yes ®No PO#(if required): 168907 �n DocuSigned by: By— l.I�LIr vS.� By'El Print Name: Dana Ralph Print Namea� 91aarUaSl<er Title: Mayor Title: chief Customer officer Date: 04/02/2024 Date: March 25, 2024 1 14:40 PDT *If Customer uses a purchase order or similar system("PO"),it must issue a PO upon execution of this Renewal Agreement.Any delay or failure in issuing a PO will not relieve Customer of its payment obligations under the Agreement.For the avoidance of doubt,Customer's general terms and conditions on a Purchase Order shall not apply. Exhibit D to the Agreement-Service Level Agreement v.14 This Service Level Agreement("SLA")supplements and forms an integral part of the Agreement between Customer and the applicable Bynder contracting entity("Bynder").This SLA reflects the Parties'agreement with regard to the uptime and support efforts for the Product(s)purchased from and managed by Bynder,as described in the applicable Agreement.Any capitalized terms used in this SLA without definition shall have the meanings given to them in the Agreement. C9 bynder Confidential Page 2 of 5 Renewal Agreement DocuSign Envelope ID:59401805-D691-4993-A49B-601122E62159 1. Uptime Bynder guarantees 99.9%uptime each calendar month,24 hours a day,7 days a week("Service Hours").Uptime is measured based on the monthly average of availability rounded down to the nearest minute. Uptime is calculated as follows: Service Hours—Downtime(as defined in Section 2) Uptime = *100% Service Hours 2. Downtime Downtime is the period of time during which the Product is unavailable to Customer.The Product is unavailable when it is offline or not operational. Downtime includes urgent maintenance for which less than 24 hours'notice was provided to affected Customers and excludes Scheduled Maintenance,as defined in Section 3 of this SLA. 3. Scheduled Maintenance Bynder will be required from time to time to perform maintenance to keep providing the Product(s)("Scheduled Maintenance")and will use commercially reasonable efforts to: • Announce Scheduled Maintenance at least 5 calendar days in advance;and • Limit interruptions from Scheduled Maintenance where possible. 4. Additional Subscription Days Should uptime fall below 99.9%in any calendar month, Bynder will pay liquidated damages in the form of additional subscription days ("Additional Subscription Days"),which are calculated as follows: Uptime<99.0% Additional Subscription Days are equal to the total number of days of the applicable month(month in which uptime fell below 99.0%) Uptime>_99.0%and less 99.9%-uptime%*number of days of the applicable month*50% than 99.9% 0.9% Uptime>_99.9% Additional Subscription Days are not applicable To apply for Additional Subscription Days under this SLA, Customer must submit a written request to support@bynder.com within 30 calendar days of the end of the applicable month with the subject line"SLA Additional Subscription Days".The request must include the dates and times of the Downtime for which Additional Subscription Days are being requested. Additional Subscription Days are the sole and exclusive remedyfor Bynder's failure to meet the uptime.Each month,Additional Subscription Days are capped at the total number of days in the applicable month.Customer cannot claim any Additional Subscription Days if there are outstanding invoices and all Additional Subscription Days expire upon termination or expiration of the Agreement.Additional Subscription Days may be applicable only for the Plus,Enterprise,and Premier Support Packages. S. Response Time and Resolution In the event that Customer experiences an issue and notifies Bynder("Issue"),Bynder will undertake commercially reasonable efforts to address the Issue.Neither Bynder nor its agents make any specific promises about time frames to address Issues. The following response and target resolution times apply: Issue Issue severity Premier(Diamond, Plus(SIiver)Support Type Platinum)and Enterprise(Gold) Support C9 bynder Confidential Page 3 of 5 Renewal Agreement DocuSign Envelope ID:59401805-D691-4993-A49B-601122E62159 Response Time Response time Resolution Time A- Blocking Issue.Product not available for use or Within 1 hour after Within 4 hours after Within 4 hours Priority having an average response time over 30 seconds receiving Issue receiving Issue after Issue Issue for a period of at least 30 minutes)("Long Loading validation Times') B- Critical Issue. Module(s) or Upload, Download, Within 24 hours Within 24 hours Within 24 Priority Search, Workflow/Workstream Preview, Asset after receiving Issue after receiving Issue hours after Issue Sharing, DAT or API (each a "Significant Issue validation Functionality")not available C- Major Issue.Module(s)or Significant Functionality Within 4 calendar Within 7 calendar Within 6 weeks Priority malfunction,or not available but a workaround is days after receiving days after after Issue Issue available Issue receiving Issue validation D- Minor Issue. Less important elements of the Within 4 calendar Within 7 calendar Best effort Priority Product have ceased to respond completely or days after receiving days after receiving Issue malfunction Issue Issue For Standard Support Package(Basic,Bronze,Starter)Customers,Bynder will use commercially reasonable efforts to resolve each significant failure by providing either a reasonable workaround or a solution for how Bynder will address the failure.If your Agreement does not define a specific support package,the Standard Support Package will be applicable. 6. Help Desk If Customer's question is not resolved via the help portal on the Bvnder website("Knowledge Base'),Bynder Support can be contacted by email via support@bvnder.com and our partner call centre by telephone(English only). • The Netherlands:+31(0)20 809 0232 • Germany:+49 30 767 598 211 • Belgium:+32 2 790 68 76 • United Kingdom:+44(0)207 0432 555 • United States:+1 857 496 6646 • France:+33 173 18 06 08 • Australia:+61 3 5539 2727 • All other:+31(0)20 809 0232 7. Backups C9 bynder Confidential Page 4 of 5 Renewal Agreement DocuSign Envelope ID:59401805-D691-4993-A49B-601122E62159 Bynder makes full backups of all Customer Data stored in databases on a daily basis.Files are stored across multiple availability zones within one or more regions,where Bynder relies on the guaranteed durability of 99.999999999%for file storage provided by AWS. In the(unlikely)event of damage or outage at Bynder's data hosting locations,Bynder will restore Customer Data from the most recent backup.This will be treated as an A-Priority Issue.At Customer's request,a backup or a part of a backup can be restored for a fee charged on a time and material basis in accordance with the rates for Professional Services. 8. Software Improvements Bynder will make new versions,releases,and updates to the Product available to:(i)solve defects and/or errors,(ii)keep the Product up to date with market developments,or(iii)otherwise improve the Product.Bynder will only support the most recent version of the Product. 9. Exclusions Bynder's failure to attain to the uptime and support efforts set out in this SLA will not be considered as a breach of this SLA,if such failure is caused,directly or indirectly,by: • Scheduled Maintenance; • Bynder following instructions from Customer or its User(s); • Customer's requested setups,changes and customizations to the Product of which Bynder has advised Customer that they may influence the performance or user experience of the Product; • A breach of Customer or its User(s)of its obligations under the Agreement; • Modifications to the Product(s)not made or authorized by Bynder in writing; • Customer preventing or delaying Bynder from performing maintenance on the Product; • Third Party Products; • User(s)adding,deleting,or assigning improper rights to Users; • Factors outside of Bynder's reasonable control,including but not limited to,force majeure events,failures of the internet and governmental requirements. 10. Updates to the SLA Bynder may revise this SLA from time to time.The most current version will be available at https://www.bynder.com/en/legal/service-level- agreement-v14.If the revision,in Bynder's sole discretion,is material,Bynder will notify Customer of such change.If Customer does not wish to be bound by such revision,Customer must notify Bynder at legal@bynder.com within 30 calendar days of receiving the updated SLA of Customer's objection and Customer will remain subject to the prior SLA until termination or expiration of any applicable Term,as defined in the Agreement. C9 bynder Confidential Page 5 of 5 Renewal Agreement BYNDLLC-01 MELDRNA ,�►coRO" CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 164. � 3/28/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hylant-Ann Arbor PHONE 201 Depot Street (A/C,No,EXt):(734)741-0044 �,vc,No):(734)741-1850 Ann Arbor,MI 48104 ADDRESS:AnnArbor-office@hylant.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:National Union Fire Ins Co of Pittsburgh PA 19445 INSURED INSURER B:AIG Europe S.A. Bynder LLC INSURERC: ATTN.: Erna Spaans Schaeffer 321 Summer Street,Floor 1 INSURERD: Boston,MA 02210-1264 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR IN SD WVD MMIDD MM DD A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE [X]OCCUR GL5199775 3/1/2024 3/1/2025 DAMAGE TO RENTED 100,000 PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JECT LOC PRODUCTS-COMP/OP AGG $ 0 OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO 021770260 3/1/2024 3/1/2025 BODILY INJURY Perperson) $ OWNED SCHEDULED 1 000 Qp0 AUTOS ONLY AUTOS BODILY INJURY Per accident $ X T X ONE PROPERTY ONLY NON-OWNED (Per accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N TAT TE I ER ANY OFFICERIMEMBER EXCLUDED?PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Prof/Cyber-Per Claim 19520850 3/1/2024 3/1/2025 $999,981 CLM/Agg 999,981 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) See attached AIG Insurance certificate for total coverage. Total coverage is follow form. Total Limits: Policy#70.21.3531 General Liability incl Products-EUR 5M any one claim/10M aggregate Policy#30.19.18040 Professional Liability-EUR 10M any one claim/10M aggregate Policy#30.19.18040 Cyber Liability-EUR 5M any one claim/5M aggregate CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE To Whom It May Concern THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD [AIG]. Certificate Insurance Herewith we, the AIG Europe S.A., Netherlands Branch, declare we have insured the following insurance. Policynumber 70.21.3531 Policy Holder BYNDER TOPCO B.V. MAX EUWEPLEIN 46 1017 MB AMSTERDAM NETHERLANDS Additional Insured Bynder Software S.L., Bynder Ltd, Bynder LLC, Bynder Software FZ LLC, Bynder Pty Ltd, Bynder B.V., Gather Content Ltd., Bynder Intermediate I B.V., Bynder Intermediate II B.V., Bynder BidCo B.V., Bynder Holding B.V. Product Comprehensive general liability insurance including employer's liability, products liability and completed operations and sudden and accidental pollution. Policy Period From: 1 March 2024 To: 1 March 2025 Both days at 0.00 hours, with tacit renewal for a period of 12 months unless cancelled in accordance with the policy wording Limit of Liability EUR 5,000,000.00 per claim and EUR 10,000,000.00 in the aggregate Territory Worldwide Policy Wording According to the policy wording Algemene Voorwaarden AVB 2020, including all applicable special conditions and endorsements Insurance broker QUINTES MIDDEN-NEDERLAND B.V. This certificate does not amend, extend or alter the coverage afforded by the policy, and in case of a dispute the policy and policy wording will prevail. AIG Europe S.A.is an insurance undertaking incorporated under the laws of Luxembourg with R.C.S.Luxembourg number B218806.AIG Europe S.A.has its head office at 35D Avenue J.F. Kennedy,L-1855 Luxembourg. www.aig.lu. AIG Europe S.A.is a non-life insurer authorised by the Luxembourg Minister of Finance and supervised by the Commissariat aux Assurances. The Dutch branch of AIG Europe S.A.,also acting under its tradename AIG Europe,Netherlands,has its registered branch office at Crystal Building B,Rivium Boulevard 216-218,(2909 LK) Capelle aan den IJssel.Chamber of Commerce number:71305491 Correspondence:AIG Europe,Netherlands,Postbus 8606,3009 AP Rotterdam Tel:+31(0)10 453 5455 VAT number: NL858662590B01 Bank account:NL09 ABNA 0254 0195 36 BIC:ABNANL2A You can find our Privacy policy on www.aig.com/nl-privacybeleid. [AIG]. Capelle aan den IJssel, March 12, 2024 AIG Europe S.A., Netherlands Branch r I-- J.M.J. Zohlandt General Manager RIVIUM BOULEVARD 216 -218 2909 LK CAPELLE AAN DEN IJSSEL AIG Europe S.A.is an insurance undertaking incorporated under the laws of Luxembourg with R.C.S.Luxembourg number B218806.AIG Europe S.A.has its head office at 35D Avenue J.F. Kennedy,L-1855 Luxembourg. www.aig.lu. AIG Europe S.A.is a non-life insurer authorised by the Luxembourg Minister of Finance and supervised by the Commissariat aux Assurances. The Dutch branch of AIG Europe S.A.,also acting under its tradename AIG Europe,Netherlands,has its registered branch office at Crystal Building B,Rivium Boulevard 216-218,(2909 LK) Capelle aan den IJssel.Chamber of Commerce number:71305491 Correspondence:AIG Europe,Netherlands,Postbus 8606,3009 AP Rotterdam Tel:+31(0)10 453 5455 VAT number: NL858662590B01 Bank account:NL09 ABNA 0254 0195 36 BIC:ABNANL2A You can find our Privacy policy on www.aig.com/nl-privacybeleid. [AIG]. Certificate Insurance Herewith we,AIG Europe S.A., Netherlands Branch, declare we provide following coverage: Master Policy Number 30.19.18040 Policy Holder Bynder Topco B.V. Max Euweplein 46 1017 MB AMSTERDAM NETHERLANDS Additional Insureds Bynder Holding BV Bynder LLC Bynder BV Bynder Ltd (UK) Bynder Pty. Ltd (Australia) Bynder Software FZ-LLC (UAE) Bynder Gather Content Ltd. (UK) Bynder Software SL(Spain) Product Professional Indemnity& CyberEdge Policy Period From: March 01, 2024 To: March 01, 2025 , no tacit renewal Limit of Liability EUR 10.000.000,00 Jurisdiction Netherlands/worldwide Policy Wording According to the policy wording Algemene voorwaarden AVB OCC 07, including all applicable special conditions and endorsements Broker Kroezen Verzekeringen This certificate does not amend, extend or alter the coverage afforded by the policy, and in case of a dispute the policy and policy wording will prevail. Signed for and on behalf of the Insurer. Capelle aan den IJssel, March 22, 2024 AIG Europe S.A., Netherlands Branch AIG Europe S.A.is an insurance undertaking incorporated under the laws of Luxembourg with R.C.S.Luxembourg number B218806.AIG Europe S.A.has its head office at 35D Avenue J.F. Kennedy,L-1855 Luxembourg. www.aig.lu. AIG Europe S.A.is a non-life insurer authorised by the Luxembourg Minister of Finance and supervised by the Commissariat aux Assurances. The Dutch branch of AIG Europe S.A.,also acting under its tradename AIG Europe,Netherlands,has its registered branch office at Crystal Building B,Rivium Boulevard 216-218,(2909 LK) Capella aan den IJssel.Chamber of Commerce number:71305491 Correspondence:AIG Europe,Netherlands,Postbus 8606,3009 AP Rotterdam Tel:+31(0)10 453 5455 VAT number: NL858662590B01 Bank account:NL09 ABNA 0254 0195 36 BIC:ABNANL2A You can find our Privacy policy on www.aig.com/nl-privaGybeleid. IAIGI J.M.J. Zohlandt General Manager RIVIUM BOULEVARD 216 -218 2909 LK CAPELLE AAN DEN IJSSEL AIG Europe S.A.is an insurance undertaking incorporated under the laws of Luxembourg with R.C.S.Luxembourg number B218806.AIG Europe S.A.has its head office at 35D Avenue J.F. Kennedy,L-1855 Luxembourg. www.aig.lu. AIG Europe S.A.is a non-life insurer authorised by the Luxembourg Minister of Finance and supervised by the Commissariat aux Assurances. The Dutch branch of AIG Europe S.A.,also acting under its tradename AIG Europe,Netherlands,has its registered branch office at Crystal Building B,Rivium Boulevard 216-218,(2909 LK) Capella aan den IJssel.Chamber of Commerce number:71305491 Correspondence:AIG Europe,Netherlands,Postbus 8606,3009 AP Rotterdam Tel:+31(0)10 453 5455 VAT number: NL858662590B01 Bank account:NL09 ABNA 0254 0195 36 BIC:ABNANL2A You can find our Privacy policy on www.aig.com/nl-privacybeleid.