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Home My WebLink About2009 Innovative Data Solutions~ ~ ~ Y k b ~i .1, ~ ~ ~ ~ . • . ~ ~ . ~~~~~~K . . ~W~r. X': aT. i J ,'Y'c r• ¢ ' s. ' _ •i .i ~ i t M x • I 3 . . , ~ • t .i.'. ...k . ~ti • f a~~ r~~h r~~~~t ~a~~~ air ~b~~~ ~o~~, t ~ ♦ A yq Y K~'' 'll..:' K: ~ S 4 . y ~ \ M \ W ~ v.. •w r.. .il ✓ ~ :•Y r.. rr» ~'~1>.:~ ~~a~... fr er.4 'Y.,y, it i.. v r. .✓r.'1 'rdy S ~r UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. ~ c. Discrair~er of Actions Caused b and/or .Under the Control o Third parties. IDS .Y f ' DOES NUT AND CANNOT CONTROL THE FLOW OF DATA TG DR FROM THE IDS SYSTEM AND OTHER PORTIONS OF THE INTERNET. SUCH FLO'L~ DEPENDS IN LARGE PART ON THE PERFORMANCE GF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, . ACTIONS DR INACTIONS GF SUCH THIRD PARTIES CAN IMPAIR GR DISRUPT CITY'S CONNECTIONS TO THE INTERNET FOR PORTIONS THEREOF}. ALTHOUGH IDS WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVGID SUCH EVENTS, IDS CANNOT GUARANTEE THAT SUCfI EVENTS WILL NOT OCCUR. ACCORDINGLY, IDS DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS, 5. ~ C4nfidenfialx and C]wnershj . Each party shall instruct its employees, agents, and contractors of its conf dentiality obligations hereunder and not to attempt to circumvent any such security procedures and devices except as required bylaw, a. Ci Data. Ali City Data shall be subject to regulation and examination by tt~e appropriate auditors and regulatory agencies to the same extent as if such information were on the City's premises, and is sub jest to the Washington State Public Records Act, Revised Cade of Washington Chapter 42. S b. b. IDS Service and Confidential Information. The City acknowledges that it has no rights in the Service including without limitation any software systems, artwork, methods, documentation, guidelines, procedures, and similar related materials or any _ ~ modif cations thereof provided by IDS, and including material displayed on any . Service website such as icons, screen displays and the assembly and arrangement thereof, except with respect to and as limited by the City's access and use of the same during the term of this Agreement. Term and Termxnativn. a, This Agreement shall commence as of the date hereof and remain in effect for twelve ~I2} months unless terminated by either party as set forth herein ~"I~itial Term"}. b, This Agreement may be renewed far additional terns ~"Renewal Term"} equal in duration to the Initial Term provided City notifies IDS at least thirty X30}days prior to the end of the Initial Term or a Renewal Term. r c. Upon termination of this Agreerr~ent,IDS shall return to the City a pro rata portion of the annual subscription license. ~ d. Upon termination of this Agreement,. IDS shall provide the City with an electronic . Page 3 of fi F ~f copy of the City Data, current through the termination date. Upon delivery of the City Data, lDS shall remove the City Data from its servers and delete ail backup copies of the City Data, r 7. Pa meats. a. Initial Term. ,City will pay the initial payment of $4,94~,Ofl within 30 days of the execution of this Agreement, This payment consists of $4, l ~D for an annual license for ID S PowerD~IS Suite S aware and $ 84D. UU far ~ 4a annual password~protected _ _ - - accounts at $6,OD per account. b, Renewal Term~sJ. For each I~enewai ~'ernt, IDS will continue to provide City with the Services, and will provide maintenance and support services as described herein, provided the City issues a purchase order ar modification to this Agreement and pays IDS in advance the annual recurring charges then in effect, ~f there is an increase in annual charges, IDS shall give City written notice of such increase at least thirty ~~D} days prior to the expiration of the then~current term, 8. „FQ„ice Nlaieu!re. IDS shall not be liable far any damages, costs, expenses or other consequences incurred by City or by any other person or ~er~tity as a result of delay in or inability to deliver any Services due to circumstances or events beyond IDS's reasonable control, including, without limitation; ~i} acts of God; iii} changes in ar in the interpretation of any law, rule, regulation ar ordinance; viii}strikes, lockouts ar other lobar problems; Div} transportation delays; ~v} unavailability of supplies or materials; Zvi} fire or explosion; vii}. riot, military action or usurped power; or viii}actions or failures to act on the part of a governmental authority. . 11~iscellaneous. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably ,withheld, This Agreement may not be madif ed or amended (and no rights hereunder n~.ay be waived} except through a written instrument signed by the party to be bound. This Agreement constitutes the entire agreement between the parties with respect to the subject matter, hereof and shall be governed by and construed in accordance with the Laws of the State of w'ashington, without giving effect to conflict of lawrules, and venue forany action hereunder shall ~ be in King County, Washington. This Agreement contains the entire understanding of the parties regarding the subject matter and can only be modified by a . subsequent written agreement executed by both parties. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision ~of this Agreemerit,~ the prevailing party shall be entitled to recover its costs, including reasonable attorneys fees. Sections 3, 5,11,1 and 13 of this Agreement shall survive any termination or expiration of this Agreement, i Page 4 of 6 ter+. ~rw. w.~nw`w~ ..sr■ .irr vv~ ~ y/./MM./K •.►r ..w.w. r.. 1 Notices. Any notieew shall be in wrilin~ by lax ur regular mail tc~ the representatives of the parties listed below unless a pally provides prior vwritten notice to the other party. CITY Dl~ AC~i3C.IRN IDS Pali C Juu bell , c ce heel Auburn dustree Center ~ ~ 5 ~ ~ ~~d w t ~4D East Main Strut Suite 1 Auburn wA ~$oq~ ~ vc~ ~Rav~sr~~.~.~, ~r 3 ~s Fhon4: 2~~-~3 i -3Q~Q ~S~-7~6~bSg~ 11. Inclemnifica~ian. Each early shall ~ndemnil~~ and held harmless tl~e ether party and it.~ directors, a~ce~s, employees, afhiiat~~s an agentsf against any claim, demand, cause cif . action, debt or proceedings ~►~rhether threatened, assertedR ar filed and cif related dan~ages, losses, liabilities, cost and expenses, including reasonable attorney's fees, to the extent that: ~i~ it is based upon the indemnitor's breach of a representatiansx warranty or obligation under this ~4greemenl; ~ii~ it arises out of the indemnitors' gro • •netligent~'s ar willlul misconduct or, ~iii~ it is based upon the indemnitor's violation of any applicable fedc~al! state or local law or re~~~lativn. 12. P ~1l~ci . l~S may Ilsi the Clty as a cl Eent it may not mako any Glaim.s or asserhon5 that It~S ar its products are c~ndarsed by the City or any of the City's cr~cers. e~nplvyees. or agents. City will no! allow its employees tv act n.~ "spakespersnns~T for IDS. . i 3. ~t_e`laE,onsh ~ of PArt faS and City arc acting her~undor as indepondenl cont~~tctars and under na circumstances shall any of the employees aCone party be deemed the employees fit' the other. This A~~reement shall not be construed as authority for either party tv act as the other party's went or as creating a partnership or~Qint venture between the parties. ~N w~7'NESS V~~IEREUF, tl~e parties have caused this ~4~-cement to be GxeGUtcd by their respective duly authorised r~t~' ~ of the date set forth above. City r,~ ~y. . Name. . ~ ~ Tilie: - ~ • ~ '~k }'O,y , I rte/ "9' j Page 5 of fi Jf . `1i." ~ ~ ~ M~. lZ' ~ ;x: d:c s ° ~ ~ 31 ~ ; k~. e Y. i z y~ ~ . r ~ ' t, : t r z i 3' y.~ a; w . ~ 1 ~ 3 3 3 n s i t t i 1 _ k~~ ~ t . . ~ . ~ ~ . . ~ ..."~'S 4 S f i z ~ ~ 4.. . . . ~ . ~ . . ~ ~ m....,. v.. . .':•r.r . 9'0 : • v't..~.';';y>: ~r. r ~ v . v~~. r:. 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