HomeMy WebLinkAboutValley Communications Sensitive Information Agreement Docusign Envelope ID:84214C2B-6C33-4222-B458-6F125A96F4EA
VALLEY COMMUNICATIONS SENSITIVE INFORMATION AGREEMENT
SUPPLEMENTAL TO SERVICE LEVEL AGREEMENT
FOR EMERGENCY COMMUNICATION SERVICES
This SENSITIVE INFORMATION AGREEMENT ("Agreement") is entered into between the
VALLEY COMMUNICATIONS CENTER, a governmental administrative agency formed
pursuant to RCW 39.34.030(3) ("Valley Corn"), and AUBURN POLICE DEPARTMENT
("Partner Agency") (and together with Valley Com, the "Parties and each a "Party") to
supplement the Parties' Service Level Agreement for Emergency Communication Services
entered into on or around April 20, 2021.
RECITALS
A. Valley Corn was formed pursuant to the Valley Communications Center Interlocal
Agreement, as amended and restated on April 17, 2000, as it may be further amended from time
to time (the "Valley Corn Interlocal Agreement"), as a governmental administrative agency
pursuat to Chapter 39.34 RCW for the purpose of providing police, fire, and medical aid
emergency communication services in south King County and surrounding regions.
B. Under the terms of the Valley Corn Interlocal Agreement, Valley Com provides emergency
communication services to its Partner Agencies (as defined in the Valley Corn Interlocal
Agreement) and other municipal corporations that exist within the logical, physical service area
of Valley Corn that are in need of emergency communication services.
C. Partner Agencies obtain and pay for Valley Com's emergency communication services as
provided for under the Valley Com Interlocal Agreement.
D. Partner Agency has entered into a Service Level Agreement for Emergency Communication
Services with Valley Corn, dated April 20, 2021, to establish level of service requirements,
pursuant to which Partner Agency agreed to comply with and conform to Valley Corn
operational policies and practices.
E. Valley Com has entered into an Agreement with Versaterm Public Safety, Inc. ("Versaterm
Agreement"), dated November 3, 2024 for the supply of computer aided dispatch software
services. Due to the sensitivity of confidential and proprietary information that may be shared
with Valley Corn, and by extension its Regional Partner Agencies ("RPAs"), including Partner
Agency, the Versaterm Agreement requires Partner Agency to comply with certain of the
Versaterm Agreement's terms and conditions.
F. The Parties desire to enter into this Agreement for the purpose of establishing the
responsibilities of Valley Com and Partner Agency relating to the Versaterm Agreement's
software licensing and Public Records Act compliance terms and conditions.
AGREEMENT
1. DURATION OF AGREEMENT. This Agreement shall become effective on the last date
entered below and shall remain in effect until Partner Agency withdraws its participation
in Valley Corn or Valley Corn is terminated under the terms of the Valley Corn Interlocal
Agreement, at which time this Agreement will also immediately terminate.
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2. LICENSE TERMS. Partner Agency, which is a Regional Partner Agency listed in the
Versaterm Agreement, shall take all reasonable actions to comply, and to assist Valley
Corn (identified therein as "Customer") in complying, with the provisions of the License
Terms listed in Exhibit A to the Versaterm Agreement, which are set forth in Attachment
1 hereto and incorporated herein by this reference. Such compliance is required for
Partner Agency to retain access to the computer aided dispatch software.
3. PUBLIC RECORDS ACT COMPLIANCE. Partner Agency shall comply with the
following Public Records Act compliance terms and conditions, which relate to Section
12 of the Versaterm Agreement, to assist Valley Corn in complying with these
provisions:
A. Versaterm may mark any records it provides to Valley Com under the Versaterm
Agreement, which documents may be shared with Valley Com's RPAs including
Partner Agency, with the notation "PROVIDE NOTICE BEFORE RELEASE."
Provided the notation is prominently displayed on every page of the record, Partner
Agency shall follow the procedures outlined below if it receives a public disclosure
request for any record containing such a notation.
B. In the event Partner Agency receives a public disclosure request for any records that
Versaterm has properly designated as those for which it requests prior notice before
disclosure under the Public Records Act, Chapter 42.56 RCW (the "Act"), Partner
Agency shall notify Valley Corn in writing of the request and shall postpone
disclosure of unredacted records until Valley Com has provided a written response.
While not required under the Act, Valley Com is obligated to provide Versaterm up
to ten (10) business days to obtain and serve Valley Com with a court injunction
pursuant to RCW 42.56.540 to prevent Valley Corn, and by extension Partner
Agency, from releasing the designated records in unredacted form. If Versaterm fails
to obtain and serve an injunction before the close of business on the tenth day after
the date of notification, Valley Com shall notify Partner Agency in writing and
Partner Agency may release the records at issue in accordance with the Act. Whether
to seek an injunction is Versaterm's discretionary decision.
C. Partner Agency is not required to assert an exemption on Versaterm's behalf.
Versaterm has acknowledged in the Versaterm Agreement that Valley Corn, and by
extension its RPAs including Partner Agency, will have no liability to Versaterm if
any records associated with the Agreement are disclosed.
4. NOTICES. All notices and other written documentation required by this Agreement shall
be sent to the Parties at the following addresses unless otherwise requested in writing:
VALLEY COM: PARTNER AGENCY:
Valley Communications Center Auburn Police Department
ATTN: Chief Information Officer ATTN: Mark Caillier
27519 108th Ave SE 340 East Main Street
Kent, WA 98030 Auburn, WA 98002-5584
Email: kmietzler@valleycom.org Email: MCaillier@auburnwa.gov
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5. LIMITATION OF AGREEMENT. This Agreement is entered into for the benefit of the
Parties to this Agreement only. This Agreement is not intended to confer any benefits on
any other parties and therefore no other or third party shall be entitled to rely on the terms
of this Agreement or anticipate receipt of any benefit as a result of the performance of
this Agreement.
6. INDEMNIFICATION. Partner Agency shall indemnify, defend, and hold Valley Corn,
its officials, officers, and employees harmless from any and all claims whatsoever related
to or arising from the performance of Partner Agency's obligations pursuant to this
Agreement. The failure of the Partner Agency to carry insurance in a quantity sufficient
to defend a claim or lawsuit, or cover any judgment that results, shall not operate to limit
Partner Agency's indemnification or defense of Valley Com. This indemnification
section shall survive the termination of this Agreement.
7. ENTIRE AGREEMENT. This Agreement and its Attachment 1, together with any
subsequent amendments, constitutes the entire Agreement between the Parties and
supersedes all prior or contemporaneous agreements regarding the subject matter hereof;
however, in the event of a conflict between the provisions of this Agreement and the
Valley Corn Interlocal Agreement, the Valley Corn Interlocal Agreement's terms will
prevail over this Agreement. Any and all prior verbal statements made by any
representative of Valley Com shall not be construed as forming a part of or altering this
Agreement in any manner. This Agreement may be executed in one or more counterparts.
WHEREFORE, the Parties agree to be bound by the terms and conditions set forth above.
DATED this 1st day of May 2025.
VALLEY COMMUNICATIONS CENTER AUBURN POLICE DEPARTMENT
DocuSigned by: Signed by:
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Vonrne layer, Executive Director Mark Caillier, Chief
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ATTACHMENT 1
VERSATERM AGREEMENT LICENSE TERMS
1. Compliance
The Customer will be responsible to Versaterm for compliance with the restrictions on use and other
terms and conditions of this Agreement by Customer, its Regional Partner Agencies (as listed in Annex
B), and all Authorized Users.
2. License for Use (SaaS Services)
Subject to the terms and conditions of this License Agreement and the payment of the applicable
license fee, Versaterm hereby grants to Customer, for use by its Regional Partner Agencies, and
Authorized Users, a non-exclusive, non-transferable, non-sublicensable license to access the SaaS
Services (as described in Annex A). The SaaS Services shall be accessible through a designated secure
internet platform during the Term of this Agreement solely for the Customer's and Regional Partner
Agencies' use in conjunction with their respective Police or Fire Department operations (and not for
resale, access by third-parties, or for other commercial purposes).
Apart from the rights enumerated in this Agreement, the SaaS Services do not include a grant to the
Customer nor its RPAs of any right to use, nor any ownership right, title, or other interest, in or relating
to SaaS Services, nor in any copy of any part of the SaaS Services.
3. License for Use (On-Site Application Software) (IF APPLICABLE)
Subject to the terms and conditions of this License Agreement and payment of the applicable license
fee, Versaterm hereby grants to the Customer, for use by its Regional Partner Agencies, and Authorized
Users, a non-exclusive license to use the On-Site Application Software in source machine readable form,
and is solely for the Customer's and Regional Partner Agencies' use in conjunction with their respective
Police, Fire or EMS Department operations.
Apart from the rights enumerated in this License Agreement, the License does not include a grant to the
Customer nor its RPAs, of any right to use, nor any ownership right, title or other interest, in or relating
to the On-Site Application Software, nor in any copy of any part of the On-Site Application Software.
4. Copies of Documentation
Versaterm will provide Customer and its RPAs with access to the Documentation, as may be updated
from time to time. The Customer and its RPAs may use the Documentation solely in connection with the
use of Product, and may reproduce the Documentation, provided that each copy thereby produced shall
be marked with Versaterm's proprietary markings as delivered. The Customer and its RPAs shall not use,
print, copy, translate or display the Documentation in whole or part for any reason other than those
expressly authorized in this License Agreement.
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5. Title
As between Versaterm and Customer and its RPAs, Versaterm retains title to and ownership of the SaaS
Services, On-Site Application Software, and Documentation, including Source Code, and all Intellectual
Property Rights relating thereto (collectively, "Versaterm Intellectual Property"). Versaterm's licensors
retain title to and ownership of the Third-Party Data and the Third-Party Components, including all
copyrights and other Intellectual Property relating thereto. Customer and its RPAs will have no rights
with respect to SaaS Services, On-Site Application Software, and Documentation, including Source Code,
the Third-Party Data or the Third-Party Components, other than those expressly granted under this
Agreement. Any suggestions for changes or improvements to the Product that Customer or its RPAs
provide to Versaterm, whether solicited by Versaterm or not, shall be owned by Versaterm, and
Customer and its RPAs hereby irrevocably assigns, and shall assign, to Versaterm all rights, title, and
interest in and to such suggestions. Versaterm shall have no obligation to incorporate such suggestions
into its products or Services.
6. Restrictions on Use
The Customer, its RPAs, and Authorized Users will not (and will not knowingly permit any third party to):
(i) share the Customer's, its RPAs, or any Authorized User's login credentials; (ii) reverse engineer,
decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms,
file formats, or interface protocols of the Product or any files contained in or generated by the Product;
(iii) copy, modify, adapt, translate, or make derivative works of the Product, Third Party Data, or Third
Party-Supplied Components, or otherwise make any use, resell, distribute or sublicense the Product,
Third Party Data or Third Party-Supplied Components other than in connection with this Agreement; (iv)
make the SaaS Service available on a "service bureau" basis or knowingly allow any unauthorized users
to use the SaaS Service; (v) remove or modify any proprietary marking or restrictive legends placed on
the Product, Third Party Data, or Third Party-Supplied Components; (vi) create or augment any
mapping-related dataset including a mapping or navigation dataset, business listings database, mailing
list, or telemarketing list for use in an implementation that is not connected to the services; (vii)
introduce into the Product any viruses, worms, defects, Trojan horses, malware, or any items of a
destructive nature; (viii) hide or obscure any Authorized User's location; (ix) permit access or use of the
Product for any activities other than to enhance the Customer's and its RPAs' own services, where
reliance solely on or failure to use the Product could lead to death, personal injury, or property damage.
The Customer, its RPAs, and Authorized Users will not access the Product if in direct competition with
Versaterm, and will not allow access to the Product by any party who is in direct competition with
Versaterm, except with Versaterm's prior written consent.
7. Third Party Applications
7.1 If Customer or its RPAs installs or enables a Third Party Application for use with the Product, Customer and
its RPAs grant Versaterm permission to access Customer Data and Agency Data stored on that Third
Party Application as required for the interoperation of that Third Party Application with the Product. In
no event will Versaterm be responsible for any Third Party Application, or any failure of a Third Party
Application to properly interoperate with the Product. If Versaterm receives information that a Third
Party Application may violate any applicable laws or third-party rights, Customer and its RPAs will,
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promptly upon receiving notice of the foregoing from Versaterm, disable any connection between such
Third Party Application and the Product to resolve the potential violation (and if Customer or its RPAs
fail to promptly disable such connection, Versaterm shall have the right to do so).
8. Third Party Components
8.1 Usage of Third Party Components. Where there are any inconsistencies or conflict between the terms and
conditions of Third-Party Components and the terms of this Agreement, such additional terms shall
govern the Customer's and its RPAs' use of the applicable Third-Party Component. Versaterm-supplied
Third Party Component license(s) are restricted for use solely with Versaterm Application Software.
8.2 Disclaimer Regarding Third-Party Components. VERSATERM, NOT BEING THE PROVIDER OR
MANUFACTURER OF THE THIRD-PARTY COMPONENTS, NOR THE PROVIDERS' OR MANUFACTURERLS'
AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE
THIRD-PARTY COMPONENTS AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.
9. Third-Party Data
Customer and its RPAs shall access and use the Third-Party Data in accordance with the terms and
conditions of the agreement between the Customer or its RPAs and the provider of such Third-Party
Data. VERSATERM, NOT BEING THE PROVIDER OR MANUFACTURER OF THE THIRD-PARTY DATA, NOR
THE PROVIDERS OR MANUFACTURERS' AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY
KIND WHATSOEVER WITH RESPECT TO THE THIRD-PARTY DATA AND DISCLAIMS ANY SUCH WARRANTIES
THAT MIGHT OTHERWISE EXIST.
10. Customer and Agency Data
As between Versaterm and Customer and its RPAs, Customer and its RPAs owns and shall retain all
rights, title, and interest, including, without limitation, all Intellectual Property Rights, in and to their
respective Customer Data or Agency Data. Customer and its RPAs shall have the sole responsibility for
the accuracy, quality, and legality of their respective Customer Data or Agency Data, including obtaining
all rights and consents necessary to share the Customer Data or Agency Data with Versaterm as set
forth in this Agreement. Versaterm shall not access Customer or Agency user accounts or Customer or
Agency Data except: (i) in the course of data center operations, (ii) in response to services or technical
issues, (iii) as required by the express terms of this Agreement, or (iv) at Customer's or Agency's written
request. Versaterm shall not collect, access, or use user-specific Customer or Agency information except
as strictly necessary to provide the Product to the Customer or RPA. Notwithstanding anything to the
contrary contained herein, Customer and its RPAs hereby grants to Versaterm an irrevocable,
worldwide, royalty free, non-exclusive license to use their respective Customer Data and Agency Data
to: (a) provide the Product to Customer, its RPAs, and other Versaterm subscribers; (b) analyze the
Customer Data and Agency Data in anonymized and/or aggregate form in order to operate, maintain,
manage, and improve the Product, create new products and services; and (c) for Versaterm's internal
purposes to improve the Product.
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11. Software Enhancements and Optional Modules
Versaterm shall supply the following, subject to the Customer's payment of applicable fees, and subject
to and in accordance with the license rights, restrictions, terms, covenants, conditions, warranties,
limitations, exclusions, and other provisions set forth in the Agreement:
8. Major Enhancement Release(s) and/or Minor Enhancement Release(s) if any, to the Customer at
no additional charge.
i.ln the event of a Major Enhancement Release, Versaterm will deploy such upgrades to the
Customer's test system, as scheduled in advance, with appropriate notification to the
Customer. Customer shall have 60 days to test the Major Enhancement Release, after
which Versaterm will work with Customer to schedule and deploy enhancement in
Production Environment. If Customer testing finds level 1 or 2 errors as defined in Exhibit B
—Annual Subscription Support Terms that are not fixed by the end of the 60 day window,
the 60 day window will be paused. The Customer and Versaterm will mutually agree on any
level 3 errors that must be remedied in order to proceed with deployment in Production
Environment.
ii.In the event of a Minor Enhancement Release, Versaterm will deploy such updates to the
Customer's test system, as scheduled in advance, with appropriate notification to the
Customer. Versaterm will notify Customer in advance if the update process will impact the
users. With the goal of keeping such environments reasonably current, the Customer shall
have 5 days to test the update, after which, the update shall become part of the System. If
the Customer testing finds errors the 5 day window will be paused.
9. Interface modules that are developed by Versaterm for interfacing the Product to other software
products; provided, that such modules are specifically included in the Agreement.
10. Changes to SaaS Services. Versaterm software operates on a variety of common web browser
types. Versaterm reserves the right to provide the SaaS Services using only Versaterm Certified
Browsers. Versaterm will provide 60 day advance notice via technical release notes when existing
certified browsers will no longer be supported on the Versaterm platform.
12. Disclaimer on Use
THE AUTOMATIC VEHICLE ROUTING RECOMMENDATION COMPONENT ("AVRR COMPONENT"), IF
LICENSED UNDER THIS AGREEMENT, IS INTENDED FOR USE AS ONE FACTOR IN DETERMINING THE BEST
VEHICLE ROUTING FOR THE CUSTOMER AND ITS RPAs, BUT IS NOT INTENDED TO BE USED AS THE SOLE
SOURCE FOR DETERMINING ROUTING, NOR WHICH VEHICLES TO DEPLOY TO ADDRESS ANY EMERGENCY
SITUATION. THE AVRR COMPONENT IS HEAVILY DEPENDENT ON THE QUALITY OF THE SOURCE MAPPING
INFORMATION INPUTTED BY OR ON BEHALF OF CUSTOMER AND ITS RPAs AND VERSATERM WILL HAVE
NO RESPONSIBILITY OR LIABILITY FOR ANY ROUTING ERRORS AND/OR DELAYS, NOR ANY RESULTANT
DAMAGE OR LOSS ARISING AS A RESULT OF THE MAPPING DATA OR FOR ANY DAMAGES OR LOSS CAUSED
BY ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE AVRR COMPONENT.
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