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Home My WebLink AboutCAG2019-318 - Amendment - Imprivata, Inc. - Securelink Inc - Name Change Amendment and Ratification - 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: > 06/17/2024 07/01/2024 Q Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website N/A Budclet Account Number• Grant? Yes No�✓ 52001740.64260.1800 Budget?❑✓ Yes Type: N/A Vendor Name: Category: Imprivata, Inc. Contract Vendor Number: Sub-Category: 2490191 Amendment 0 Project Name: Name Change Amendment Ratification 3- Project Details: The City of Kent and SecureLink, Inc. entered into an Agreement on March 19, 2019 with subsequent � extensions of that Agreement.This Agreement was amended in May 2022. On April 8, 2022, SecureLink, dM C Inc. was acquired by Imprivata, Inc. Based on this acquisition, we are requesting the Mayor authorize this Name Change Amendment. IC Agreement Amount: $Q Basis for Selection of Contractor: Direct Negotiation *Memo to Mayor must be attached i Start Date: N/A Termination Date: N/A a Local Business? Yes WINo*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) F71Authorized Signer Verified Notice required prior to disclosure? Contract Number: Yes ✓❑No CAG2019-318 Comments: <<Signature on attached Amendment pg. 3/3>> c Dana Ralph, Mayor 3 0 <<Date on attached Amendment pg. 3/3>> a a Date Received:City Attorney: 6/17/24 Date Routed:Mayor's Office 6/20/24 City Clerk's Office adccW22373_1_: k k-r V' i':Documents.KentWA.gov to obtain copies of all agreements rev.20221201 DocuSign Envelope ID: DF804875-AEBE-457C-BAC8-5CA8AE2CB123 KENT WAs�I �TaI Amendment to Agreement with SecureLink, Inc. This Amendment amends the Agreement originally between the City of Kent, a Washington municipal corporation (the "City") and SecureLink, Inc. I. RECITALS A. The City and SecureLink, Inc. entered into an Agreement dated March 19, 2019 (the "Agreement") with subsequent extensions of that Agreement. The Agreement was amended in May 2022. B. On April 8, 2022, SecureLink, Inc. was acquired by Imprivata, Inc. Based on this acquisition, Imprivata, Inc. desires to accept and assume all of the rights, duties, benefits, and obligations of SecureLink, Inc. under the Agreement. C. The City desires to consent to such assumption under the terms of this Amendment (the "Amendment"). NOW, THEREFORE, the parties amend the Agreement as follows: II. AMENDMENT 2.1 This Amendment amends the Agreement expressly as provided. 2.2 Imprivata, Inc. accepts and assumes all rights, duties, benefits, and obligations of the Agreement and any prior amendments, including all existing and future obligations to perform under the Agreement and all legal and financial responsibility for the prior performance of SecureLink, Inc. 2.3 All references to SecureLink, Inc. in the Agreement shall hereafter be referred to as Imprivata, Inc. 2.4 The City consents to the foregoing assignment to and assumption by Imprivata, Inc. 2.5 Except as amended by this Amendment, all other terms and conditions of the Agreement and any prior amendments shall remain in full force and effect. 2.6 The Agreement and this Amendment constitute the entire understanding of the parties as regards the subject matter hereof and cannot be modified except by written agreement of the parties. 2.7 All acts consistent with the authority of the Agreement, this Amendment, and previous amendments, prior to the effective date of this Amendment, are hereby ratified and affirmed, and the terms of the Agreement, previous amendments (if any), and this Amendment will be deemed to have applied. AMENDMENT Page 1 of 2 (between City of Kent and Imprivata, Inc.) DocuSign Envelope ID: DF804875-AEBE-457C-BAC8-5CA8AE2CB123 2.8 In the event of any inconsistency between the provisions of this Amendment and the documents comprising the Agreement and any prior amendments, the provisions of this Amendment shall prevail. 2.9 The effective date of this Amendment is the last date signed as shown on the signature page of this Amendment. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives. By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and term. VENDOR CITY IMPRIVATA, INC. CITY OF KENT DocuSigned by: 6wAui J By: 16969808AB824B7... B� Jeff Kowalski Print Name: Print Name: Dana Ralph Its Sr.vice President, regal Its Mayor DATE: DATE 6/11/2024 06/24/2024 ATTEST k�;U kR4 Kent City Clerk APPROVED AS TO FORM Kent City Attorney AMENDMENT Page 2 of 2 (between City of Kent and Imprivata, Inc.)