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CAG2025-079 - Original - QLess, Inc - Saas Agreement Subscription Renewal - 1/20/25
FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form Dir Asst: • For Approvals,Signatures and Records Management Dir/Dep. This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) KEN T WASHINGTON Sheet forms. Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: > 02/11/2025 02/18/2025 0 Q Authorized to Sign: Date of Council Approval: QDirector or Designee N/A Budget Account Number: Grant? Yes zNo 52001770.64260.1800 Budget?W]Yes:No Type: N/A Vendor Name: Category: QLess, Inc. Contract Vendor Number: Sub-Category: 2228164 Original 0 Project Name: SaaS Agreement for Subscription Renewal Project Details:New Software as a Service(SaaS)agreement with QLess for queue management software subscriptions for Permit Center.Allows for initial lyr term(01/20/2025-01/19/2026)and subsequent automatic renewals. Initial lyr term C cost= $15,412.57, including any applicable Washington State Sales Tax, under Director's signature authority. •F+ Agreement Amount: $15 4.12.57 Basis for Selection of Contractor: Direct Negotiation N *Memo to Mayor must be attached L. Start Date: 01/20/2025 Termination Date: 01/19/2026 a Local Business?:YesF,—/]No* lfmeets requirements per KCC3,10.100,pleose complete'Vendor Purchose-tocol Exceptions"form on Cityspoce. Business License Verification:Yes:In-Process❑Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: :YesF,—/]No U\v 20 25 O-79 Comments: <<<Signature on attached SaaS agreement pg. 11/29>> 3 3 W Mike Carrington, IT Director arr 11A •� Date: <<date on attached SaaS agreement pg. 11/29> M c a� in Date Routed to the City Clerk's Office: adccw22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 Docusign Envelope ID:C2CB73A1-1C9C-42BB-A692-13269F123B6DA • KE TT AGREEMENT FOR SOFTWARE AS A SERVICE This Software as a Service (SAAS) Agreement (Agreement) is between the City of Kent (City), a Washington Municipal Corporation located at 220 Fourth Avenue South, Kent, WA 98032 and QLESS, Inc. (Vendor), organized under the laws of the State of Delaware with its principal place of business at 21 Miller Alley, Suite 210 Pasadena, CA 91105 effective on the last date signed below. This Agreement is to use queue management software for the Permit Center. 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 QLESS Queuing Platform (the "Service") for City's non-commercial government operations as further described in the attached and incorporated Exhibit A, Scope of Work. City shall refrain from taking any steps such as reverse assembly or reverse compilation, to derive a source code equivalent to the Services as further described in Section 9.3. 2. Term. The initial term of this Agreement shall be 1 year. 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 Services are set forth in the attached and incorporated Exhibit B. 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 Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. 4. System Availability and Support Services. Services shall be available to City along with support services as described in the attached and incorporated Exhibit C. AGREEMENT FOR SOFTWARE AS A SERVICE Page 1 Docusign Envelope ID:C2CB73A1-1C9C-42BB-A692-B2B9F123B6DA S. 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 Services; (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 Services 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 all Services required pursuant to this Agreement in a professional manner, with high quality, (b) it shall give due priority to the performance of the Services, and (c) time shall be of the essence in connection with performance of the Services. C. Title Warranty and Warranty against Infringement. Vendor hereby warrants and represents that Vendor is the owner of the Services and the SAAS licensed hereunder or otherwise has the right to grant to the City, the licensed rights to Vendor's Services and SAAS provided by Vendor 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 Services or SAAS infringe or misappropriate any patents, copyrights, trade secrets or other intellectual property rights of any third party, and (ii) Vendor's Services and SAAS do not knowingly infringe upon or misappropriate any patents, copyrights, trade secrets or any other intellectual property rights of any third party. d. Maintenance Services Warranty. Vendor warrants that, in performing the services 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 SAAS and Services shall be remedied as set forth herein. e. Warranty of Compliance with Applicable Law. Vendor warrants the SAAS and Services 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 SAAS, and Services, shall comply with changes to and new applicable federal, state, and local laws, regulations, codes, and ordinances to which it is subject. Vendor represents and warrants that it shall comply with all applicable local, state, and federal licensing, accreditation, and registration requirements and standards necessary in the performance of the Services. f. Warranty of SAAS and Services. General Responsibilities. Vendor warrants the SAAS and Services for the term of this Agreement. Vendor shall provide Warranty Services as AGREEMENT FOR SOFTWARE AS A SERVICE Page 2 Docusign Envelope ID:C2CB73A1-1C9C-42RB-A692-B2B9F123B6DA described in this Agreement at no additional cost to correct deficiencies in the SAAS and Services and to repair and maintain the SAAS and Services 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 Services which are not in compliance with documentation/specifications, representations and warranties at no additional cost to the City; ii Maintain the SAAS and Services 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 SAAS 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 Software. 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 SAAS or Services (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. 6.4 Data Backup. Vendor shall protect City's data by having a backup system that includes running the Vendor's Service on geographically dispersed data centers with extensive backup, data archive, and failover capabilities. Disaster recovery plan shall include: (1) Data backup procedures that create multiple backup copies of City's data, in near real time, at the disk level; and (2) A multi- level backup strategy that includes disk-to-disk-to-tape data backup in which tape backups serve as AGREEMENT FOR SOFTWARE AS A SERVICE Page 3 Docusign Envelope ID:C2CB73A1-lC9C-42BB-A692-B2B9F123B6DA 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 SAAS and 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. S. Non-Disclosure of Confidential Information. The Parties' obligations regarding non- disclosure of Confidential Information is contained in the attached and incorporated Exhibit D. 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 SAAS. Services. 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 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 AGREEMENT FOR SOFTWARE AS A SERVICE Page 4 Docusign Envelope ID C2CR73A1-1C9C-42BB-A692-B2B9F123B6DA 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; or (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, (v) 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. of such claim;C. the indemnifying party shall be allowed to control the defense and settlement 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 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. AGREEMENT FOR SOFTWARE AS A SERVICE Page 5 Docusign Envelope ID:C2CB73A1-1C9C-42BB-A692-B2B9F123B6DA 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 E, "Insurance Requirements." Vendor shall promptly provide City with certificates of insurance to evidence Vendor's continued compliance with Exhibit E. 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 Services, Content, Data Infrastructure, Professional Services, Technology, Software, SAAS 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 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 Services provided herein, for any reason, including but not limited to a dispute between the parties arising under this Agreement, except as may be specifically authorized herein. AGREEMENT FOR SOFTWARE AS A SERVICE Page 6 Docusign Envelope ID:C2CB73A1-1C9C-42RB-A692-B2B9F123B6DA 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 SAAS 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 SAAS. 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 Vendor 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 Vendor shall execute the City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the Compliance Statement, all attached and incorporated as Exhibit F. 16. General Provisions 16.1 Governing Law and Venue. The Agreement will be governed by the laws of Washington and its choice of law rules. Vendor irrevocably consents to the exclusive personal jurisdiction and venue of the federal and state courts located in King County, Washington, with respect to any dispute arising out of or in connection with the Agreement and agrees not to commence or prosecute any action or proceeding arising out of or in connection with the Agreement other than in the aforementioned courts. 16.2 Dispute Resolution. The City and Vendor desire, if possible, to resolve disputes, controversies and claims (Disputes) arising out of this Agreement without litigation. To that end, upon written notification of dispute by a party to the other, each party shall appoint a knowledgeable, responsible management representative to meet and negotiate in good faith to resolve any Dispute arising under this Agreement. If the parties are unable to settle any Dispute, the exclusive means of resolving that Dispute shall only be by filing suit as provided for under Section 16.1, unless the parties agree in writing to an alternative dispute resolution process. AGREEMENT FOR SOFTWARE AS A SERVICE Page 7 Docusign Envelope ID:C2CB73A1-lC9C-42BB-A692-B2B9F123B6DA 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 Majeure. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure AGREEMENT FOR SOFTWARE AS A SERVICE Page 8 Docusign Envelope ID:C2CR73A1-1C9C-42BB-A692-B2139F123B6DA 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 SAAS and/or Services, 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 SAAS or 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 Services 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, if a license is required. AGREEMENT FOR SOFTWARE AS A SERVICE Page 9 Docusign Envelope ID:C2CB73A1-1C9C-42BB-A692-B2B9F123B6DA 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: QLESS Inc. CITY OF KENT D—Slgnad by: By: [ -I By: 3961164 GT5423 Print Name: lames Harvey Print Name: Mike Carrington Its CEO Its: IT Director DATE:1/23/2025 DATE: 02/12/25 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: Kristen Becker IT Administration QLESS, Inc. City of Kent 21 Miller Alley, Suite 210 220 Fourth Avenue South Pasadena, CA 91105 Kent, WA 98032 Kristen.becker@gless.com (253) 856-4600 (telephone) 800-405-4637 x. 1208 (telephone) (253) 856-4700 (facsimile) 626-270-4035 facsimile APPROVED AS TO FORM: Kent Law Department 7c't� Kent City Clerk AGREEMENT FOR SOFTWARE AS A SERVICE Page 10 Docusign Envelope ID:C2CB73A1-1C9C-42BB-A692-B2B9F12366DA EXHIBIT A SCOPE OF WORK N/A AGREEMENT FOR SOFTWARE AS A SERVICE Page 11 Docusign Envelope ID:C2CB73A1-1C9C-42BB-A692-B2B9F123B6DA EXHIBIT B SUBSCRIPTION FEES AND PAYMENT PROCESS Company Information: Service Order Information: City of Kent IT Quote Created:Dec 30,2024 220 4th Avenue South Quote Expires:January 31,2025 Kent WA 98032 United States Service Order created by: Melvin Pelaez melvin-pelaez@gless.com Main Contact: Service Order Details: Subscription Start Date:Jan 20,2025 ita@kentwa.gov Subscription End Date:Jan 19,2026 Contract tens:12 Payment Tens:Annually Contract Signer: PO Required:Yes,Before Invoicing Currency:USD ita@kentwa.gov #of Locations: Comments ITEMS&PRICES Item I Description Quantity List Price Your Price Total Price Mobile Queuing Platform 2 1.00 $13,986.00 13,986.00 $13,986.00 Way SMS-M Sales Tax 1,00 $1,426.57 1,426.57 $1,426.57 QLess 21 Miller Alley,Suite 210,Pasadena,CA 91105 Item/Description Quantity List Price Your Price Total Price FlexAppointments-M 1.00 $0.00 0.00 $0.00 Live Dashboard I.00 $0.00 0.00 $0.00 Totals $16,412.67 AGREEMENT FOR SOFTWARE AS A SERVICE Page 12 Docusign Envelope ID:C2CB73A1-1C9C-42RR-A692-R2R9F123B6DA EXHIBIT C SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES A. SERVICE LEVEL AGREEMENT 1. Applicable Levels. Vendor shall provide the SAAS and Service to 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 off line 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 - $2000 credit 4.2 Three months - $3000 credit 4.3 Four or more months - $4000 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/SAAS. 1.2 Bug fixes and code corrections to correct Software malfunctions to bring the Service into substantial conformity with the operating specifications. 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. AGREEMENT FOR SOFTWARE AS A SERVICE Page 13 Docusign Envelope ID:C2CB73A1-1C9C-42BB-A692-B2B9F123B6DA 1.4 Up to 3 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 workaround 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 Software 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. AGREEMENT FOR SOFTWARE AS A SERVICE Page 14 Docusign Envelope ID:C2CB73A1-1C9G-42RB-A692-B2B9F123B6DA EXHIBIT D 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 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 AGREEMENT FOR SOFTWARE AS A SERVICE Page 15 Docusign Envelope ID:C2CB73A1-lC9C-42BB-A692-B2B9F123B6DA 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. AGREEMENT FOR SOFTWARE AS A SERVICE Page 16 Docusign Envelope ID:C2CB73A1-1C9C-42RR-A692-B2B9F123B6DA Exhibit E Insurance Requirements Vendor shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees. Vendor shall procure and maintain for the duration of the contract insurance against claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. A. Minimum Scope of Insurance Vendor 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 Vendors, 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 Vendor'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 Vendor 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. Cyber Liability insurance shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, 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. Workers' Compensation coverage for the employees of Vendor and subcontractors as required by the Industrial Insurance laws of the State of Washington. AGREEMENT FOR SOFTWARE AS A SERVICE Page 17 Docusign Envelope ID:C2CB73A1-1C9C-42BB-A692-B2B9F123B6DA B. Minimum Amounts of Insurance Vendor shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $2,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products-completed operations aggregate limit. Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Waiver of Subrogation Cyber Liability_ insurance shall be written with limits no less than $1,000,000 per claim or occurrence, $2,000,000 aggregate. If the Vendor 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 Vendor. 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. Vendor'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 Vendor's insurance policies and shall not contribute to the Vendor's insurance policies. 2. Vendor'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 Vendor'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 Vendor's insurer fails to provide the City with a copy of the notice of cancellation endorsement, the Vendor 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 Vendor 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 Vendor'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 AGREEMENT FOR SOFTWARE AS A SERVICE Page 18 Docusign Envelope ID:C2CB73A1-1C9C-42BB-A692-B2B9F123B6DA Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Vendor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Vendor before commencement of the work. The City waives no rights, and the Vendor is not excused from performance if Vendor fails to provide the City with a copy of the endorsement naming the City as a Primary Non-Contributory Additional Insured. F. Subcontractors Vendor 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 Vendor. AGREEMENT FOR SOFTWARE AS A SERVICE Page 19 EXHIBIT F CITY OF KENT NON-DISCRIMINATION POLICY AND FORMS DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, 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 questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: Diane Bello For: MESS, INC. Title: Director of Operations/HR Date: 02/03/2025 AGREEMENT FOR SOFTWARE AS A SERVICE Page 20 Docusign Envelope ID:C2CB73A1-1C9C-42BB-A692-R2B9F123B6DA CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. AGREEMENT FOR SOFTWARE AS A SERVICE Page 21 Docusign Envelope ID:C2CB73A1-1C9C-42BB-A692-B2B9F123B6DA CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: For: Title: Date: AGREEMENT FOR SOFTWARE AS A SERVICE Page 22 A4C Rt DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 01/15/2025 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.U 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: The Baldwin Group Specialty Solutions,LLC PHONE(A/C No.Ext):646-854-1058 FAX(A/C No): 4211 West Boy Scout Blvd,Suite 800 Tampa,Florida,33607 E-MAIL ADDRESS:coi@foundershield.com INSURER(S)AFFORDING COVERAGE NAIC N INSURER A:Sentinel Insurance Co,Ltd(Hartford Bop) 11000 INSURED INSURER B:At-Bay Specialty Insurance Company QLess,Inc. INSURER C: 21 Miller Alley,Suite 210 INSURER D: Pasadena,California,91105 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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. tNSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYYY) (MM/DD/YYYV) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000.00 CLAIMS MADE;OCCUR DAMAGE TO RENTED $1,000,000.00 PREMISES(Ea occurrence) MED EXP(Any one person) $10,000.00 A GEN'L AGGREGATE LIMIT APPLIES PER: �' 10SBABB2K8R 05/20/2024 05/20/2025 PERSONAL&ADV INJURY $1,000,000.00 POLICY PROJECT' LOC GENERAL AGGREGATE $2,000,000.00 OTHER PRODUCTS-COMP/OP AGG $2,000,000.00 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000.00 .ANY AUTO (Ea accident) BODILY INJURY(Per person) AOWNED AUTOS ;SCHEDULED ONLY 10SBAB132K811 05/20/2024 05/20/2025 BODILY INJURY(Per ✓HIRED AUTOS ONLY Nee NON-OWNED AUTOS accident) ONLY PROPERTY DAMAGE(Per accident) ✓UMBRELLA LIAB EXCESS LIAR Each oceurence S9,000,000.00 OS/20/2025 IOSBAHB21011 0520/2024 V"OCCUR !CLAIMS-MADE Aggregate S9,000,000.00 WORKERS COMPENSATION AND EMPLOYERS'LIABILITY : ANYP ROPRIETOR/PARTNER/EXECUTIV Y/N PERSTATUTE OFFICER/MEMBER EXCLUDED? N OTHER (Mandatory in NH) E.L.EACH ACCIDEN If yes,describe under DESCRIPTION OF OPERATIONS below N,/A E.L.DISEASE-EA EMPLOYEE E.L.DISEASE-POLICY LIMIT A Property IOSBABB2K8R 05/20/2024 05/20/2025 S 42760.00 BPP S1,000 deductible B Cyber Liability,Errors&Omissions AB-6636855-03 11/22/2024 11/22/2025 S 3,000,000 perocc S3,000,000 in agg DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The Certificate Holder is included as an Additional Insured on the abme referenced policy where required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE City of Kent—IT Department THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 220 Fourth Avenue South Kent,WA 98032 AUTHORIZED REPRESENTATIVE I/ ©1988-2016 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS SCHEDULE Intermediary Insured Policy Number Insurer Effective Date ADDITIONAL REMARKS This Additional Remarks form is a schedule to ACORD form, Form Title QLess - City of Kent Form Number: COI INSR TYPE OF ADDL SUBR POLICY POLICY EFF POLICY EXP(MM/DD/YYYY) LIMITS LTR INSURANCE INSD WVD NUMBER (MM/DD/YYYY) ©1988-2016 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C.WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the"products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to.- (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Paragraphs (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any"occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for"bodily injury" or"property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property Form SL 30 32 06 21 Page 2 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE JA HARTFORD damage", or"personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury"or"property damage" included within the"products-completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including.- (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a)or f.(2)(b) above. Form SL 30 32 06 21 Page 3 of 3 C 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C.WHO IS AN INSURED: Designated Person Or Organization a. The person(s) or organization(s) shown in the Declarations as Additional Insured — Designated Person Or Organization is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; or (2) In connection with your premises owned by or rented to you. b. If coverage provided to these additional insureds is required by a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision, the insurance afforded to these additional insureds will not be broader than that which you are required by the contract, agreement, or permit to provide for these additional insureds. c. The insurance afforded to these additional insureds only applies to the extent permitted by law. B. With respect to the insurance afforded such additional insured(s) by this endorsement, the following additional exclusion is added to Section B. EXCLUSIONS: This insurance does not apply to "bodily injury" or"property damage" included within the "products-completed operations hazard". Form SL 30 42 10 18 Page 1 of 1 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) MC TO SIGN_ QLess Renewal & SaaS Agreement Final Audit Report 2025-02-12 Created: 2025-02-12 By: Ikhra Mohamed(imohamed@kentwa.gov) Status: Signed Transaction ID: CBJCHBCAABAAbWY1s8HKvCK7h7-1ZEJvpIZScPROsuhx WC TO SIGN_ QLess Renewal & SaaS Agreement" History Document created by Ikhra Mohamed (imohamed@kentwa.gov) 2025-02-12-5:06:22 PM GMT (- Document emailed to Mike Carrington (mcarrington@kentwa.gov)for signature 2025-02-12-5:06:32 PM GMT Zile Document e-signed by Mike Carrington (mcarrington@kentwa.gov) Signature Date:2025-02-12-5:29:07 PM GMT-Time Source:server Agreement completed. 2025-02-12-5:29:07 PM GMT Adobe Acrobat Sign