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21-099 - GovOS, Inc - SeamlessDocs
nVOQNN City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: 21-099(a) Council Approval N/A CONTRACT FOR SERVICES Amendment # 001 Between the City of Tukwila and GovOS/Seamless Docs That portion of Contract No. 21-099 between the City of Tukwila and GovOS/Seamless Docs is hereby amended as follows: Section 04. Duration of Agreement. Replacing the Duration of this agreement to be effective Jun lst, 2022 - May 31, 2023 Section 02. Compensation and Method of Payment. The Compensation language of this section shall be increased by an additional $1596.45, with a new contract total of $17,560.95, including tax. All other provisions of the contract shall remain in full force and effect. Dated this 25th day of May , 20 22 CITY OF TUKWILA CONTRACTOR eS19r ea vla Seam,a==Doc=.com /e( 3GGd%G c%`akrraat Joel Bush, CTO CA Reviewed May 2020 Printed Name: Derek Johnson, Customer Success Manager Page 1 of 1 1 11111111111111111111111111111 11111111111111111111111111 111111111111111111111111111111 4M 1111111111N 11111111111111klit p 1[11111 11111111111111111111 11111111111111111111111111111111 1111111111111111 11111111111111111i A, Wee Curaporly Tukwila, WA Renewal 2022-2023 1"'"'"'re Dared By Sent Brad Orr „oel Bush Customer Success Manager CTO Pre DE1Ted 5/24/2022 Quote Summary Table QTY PRODUCT START DATE END DATE TERMS (MONTH) FIRST YEAR ACV TOTAL PRICE 1 Digitize 6/1/2022 5/31/2023 12 $14,500.00 $14,500.00 999 Number of Forms 6/1/2022 5/31/2023 12 $0.00 $0.00 13 Platform Standard User Licenses 6/1/2022 5/31/2023 12 $0.00 $0.00 1 Optimization Fee 6/1/2022 5/31/2023 12 $1,450.00 $1,450.00 First Year Total: $15,950.00 Custom Terms: • N/A Contract Total: $15,950.00 Standard Terms of Agreement: • This proposal expires on 5/31/2022 • By signing this proposal the client agrees to our Terms of Use available at Ihttps://kofiille„corn/govos/studio/ teirms••of••use/ • • • • Each product and service purchased is serviced and maintained as specified in the table above. Quantity of 999 represents unlimited. Service Hours and offerings expire 12 Months from the Subscription Start Date specified in the executed agreement and payable upfront. If included in the Services Agreement, related Travel and Expenses are to be billed as incurred. Standard Payment Terms: • Please email all Purchase Orders to billing@seamlessdocs.com for prompt processing. • The client agrees to pay all fees specified in each Order. • • • • • The invoice(s) will be sent to the Billing Contact via the delivery method as early as two weeks prior to the invoice date, which is the Subscription Start Date, specified in each Order. All fees are due upfront, and billed annually with the first annual payment due by the invoice due date (30 days from the Subscription Start Date) specified in each Order, unless specified otherwise. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the client's responsibility to provide applicable exemption certificate(s). 3 - 10% optimization fee may be added annually to the recurring products and services. SeamlessDocs reserves the right to modify optimization fee in accordance with the Terms of Use. If a Reseller is used, please ensure 'Coverage Terms' or 'Subscription Dates' are included in each Line Item's Material Description. SeamlessDocs Contact Information: • For additional questions or requests regarding your SeamlessDocs' Software or Services, please contact: Email: support@seamlessdocs.com Phone: (855) 777-3265 Contact and Billing Details Primary Contact Name: Joel Bush Primary Contact Email: joel.bush@tukwilawa.gov Org Name: Tukwila, WA Street Address: 6200 Southcenter Blvd Billing Contact Name: Mike Marcum City, State, ZIP: Tukwila, Washington, 98188-2544 Billing Contact Email: Mike.Marcum@TukwilaWA.gov Invoice Delivery Email / Electronic Method: Billing Contact Phone: 206-454-7571 Payment Term: Net 30 PARTNER GOVOS Signature: Signature: Full Name: Full Name: Title: Title: Date: Date: Brad Orr Customer Success Manager City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number: 21-099 Council Approval N/A CONTRACT FOR SERVICES This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and GovOS, Inc. hereinafter referred to as "the Contractor," whose principal office is located at 6300 Cedar Springs Rd., Dallas, TX 75235. The City and the Contractor are each individually a "Party" and collectively the "Parties." WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2 Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $15964.50 at a rate of one annual payment, due upon signing. a Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4 Duration of Agreement. This Agreement shall be in full force and effect for a period commencing June, 01, 2021, and ending May, 31st, 2022, unless sooner terminated under the provisions hereinafter specified. 5 Independent Contractor. The Contractor and the City agree that the Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. TIS Contract for Svcs Template 02-2021 Page 1 of 9 6 Indemnification. A. Contractor Indemnification. The Contractor shall indemnify, defend and hold harmless the City its officers, officials, employees, volunteers and permitted successors and assigns harmless from any and all claims, injuries, damages, losses or suits including attorney fees (collectively, "Losses"), in connection with any claims, demands, suits or proceedings (collectively, "Claims") made or alleged against the City by a third party arising out of or resulting from the acts, errors or omissions, or the intentional or negligent performance of the Contractor in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. B. RCW 4.24.115. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, and volunteers, Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. C. Infringement Indemnification. In addition to Contractor's obligations under Section 6.A., the Contractor shall indemnify, defend, and hold harmless the City and its directors, officers, employees, agents and other representatives against any Losses in connection with Claims made or alleged against the City by a third party that the services, software or deliverables infringes a U.S. patent, copyright or other intellectual property rights of any third party. The foregoing indemnification obligation does not apply to any Claims or Losses arising out of or relating to any: (a) access to or use of the software in combination with any hardware, system, software, network or other materials or service not provided or authorized by this Agreement or otherwise in writing by the Contractor; or (b) modification of the software other than: (i) by or on behalf of the Contractor; or (ii) with the Contractor's written approval or in accordance with Contractor's written specifications. D. Mitigation. If any of the services, software or deliverables are, or in Contractor's opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third -party intellectual property right, or if the City's or any Authorized User's use of the services, software or deliverables is enjoined or threatened to be enjoined, the Contractor may, at its option and sole cost and expense: i. obtain the right for the City to continue to use the Services, Software and Deliverables materially as contemplated by this Agreement; ii. modify or replace the services, software and deliverables, in whole or in part, to seek to make the services, software and deliverables (as so modified or replaced) non -infringing, while providing materially equivalent features and functionality; or iii. by written notice to the City, terminate this Agreement with respect to all or part of the Services, Software and Deliverables, and require the City to immediately cease any use of the Services, Software and Deliverables or any specified part or feature thereof, provided that if such termination occurs, the Contractor shall refund any prepaid fees to the City and provide transition services free of charge. TIS Contract for Svcs Template 02-2021 Page 2 of 9 E. Limitation of Liability. In no event will either party be liable under or in connection with this agreement or its subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise, for any: (i) loss of revenue or profit; or (ii) consequential, incidental, indirect, exemplary, special, or punitive damages, regardless of whether such persons were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event shall the aggregate liability of either party arising out of or related to this agreement exceed five times the fees paid under the agreement; provided however, the limitation of liability set forth in this section shall not apply to: (i) Contractor's indemnification obligations for infringement claims made or brought against the City by a third party as described herein, (ii) City's infringement of Contractor's intellectual property, or (iii) damages related to claims brought against the City due to Contractor's breach of City's data, including but not limited to damages, penalties or other liabilities arising from government enforcement actions or breach notification requirements. The provisions of this section shall survive the expiration or termination of this agreement. 7. Insurance. Prior to commencing the Services, the Contractor shall procure and maintain at its sole cost and expense at least the following insurance, covering its obligations under this Agreement. A Insurance Policies. i. Commercial General Liability: With coverage of not less than $2,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products -completed operations aggregate limit, which shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. ii. Cyber Liability Insurance: With coverage of not less than $1,000,000 per occurrence and $5,000,000 in the annual aggregate which shall include, but not be limited to, coverage, including defense, for the following losses or services: (1) Breach of City's Data, including but not limited to liability arising from theft, dissemination, and/or use of City's confidential and Personal Information as defined by RCW 42.56.590, including but not limited to, any information about an individual maintained by City, including: (a) any information that can be used to distinguish or trace an individual's identity, such as name, social security number, date and place of birth, mother's maiden name, or biometric records; and (b) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information regardless of how or where the information is stored or transmitted. TIS Contract for Svcs Template 02-2021 Page 3 of 9 (2) Network security liability arising from: (a) the unauthorized access to, use of, or tampering with computer systems, by an outside party, including hacker attacks or a virus introduced by a third party; or (b) the inability of an authorized third party to gain access to supplier systems and/or City Data, including denial of service, unless caused by a mechanical or electrical failure; (c) introduction of any unauthorized software computer code or virus causing damage to City Data or any other third party data. (3) Event management services and first -party loss expenses for a data breach response including crisis management services, credit monitoring for individuals, public relations, legal service advice, notification of affected parties, independent information security forensics firm, and costs to re -secure, re-create and restore data or systems. iii. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. iv. Automobile Liability Insurance of a minimum combined single limit for per occurrence for bodily injury and property damage of $1,000,000 per accident, covering all owned, non - owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. v. Professional Liability/Errors and Omissions Insurance (including Technology Errors and Omissions) of at least $1,000,000 per occurrence and $2,000,000 in the annual aggregate. B. Additional Insurance Requirements. i. If the Contractor maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Contractor. ii. The insurance required in Section 7 shall be in a form and on terms and written by insurers with a current A.M. Best rating of not less than A: VII. The Commercial General Liability, Cyber Liability Insurance and Automobile Liability Insurance shall name the City as an additional insured, and shall contain, or be endorsed to contain, that they shall be primary insurance as respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. iii. The Contractor shall provide the City with written notice of any policy cancellation within two business days of the receipt of such notice. Contractor shall obtain replacement insurance policies meeting the requirements of this Section 7. iv. Failure of the Contractor to maintain the insurance as required shall constitute a material breach of this Agreement, upon which the City may, after giving five business days' notice to the Contractor to correct such breach, immediately terminate this Agreement. v. The Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. TIS Contract for Svcs Template 02-2021 Page 4 of 9 vi. Subcontractor's Insurance. The Contractor shall cause each and every subcontractor utilized by the Contractor in connection with the provision of Services ("Subcontractors"), to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure the City is an additional insured on each and every Subcontractor's Commercial General liability insurance policy, using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. vii. The Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsements, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. 8 Record Keeoina and Reporting. A. Records Maintenance. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. Retention Period. These records shall be maintained for a period of one year after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. C. Public Records Requests. The Contractor acknowledges that the City is a public entity and is subject to the Public Records Act under Chapter 42.56 RCW. To the extent permitted by law, the City shall treat as exempt from treatment as a public record, and shall not disclose in response to a request made pursuant to any applicable public records law, any of the Contractor's Confidential Information. If a request is received for records the Contractor has submitted to the City and has identified as Confidential Information, the City will use its best efforts to provide the Contractor with notice of the request in accordance with RCW 42.56.540 and a reasonable time within which the Contractor may seek an injunction to prohibit the City's disclosure of the requested record. The City shall comply with any injunction or court order requested by the Contractor which prohibits the disclosure of any such Confidential Information; however, in the event a higher court overturns such injunction or court order, the Contractor shall reimburse the City for any fines or penalties imposed for failure to disclose such records. Nothing in this section prohibits the City from complying with RCW 42.56, or any other applicable law or court order requiring the release of public records, and the City shall not be liable to the Contractor for compliance with any law or court order requiring the release of public records. D. Compelled Disclosures. If either the Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by law, that Party shall: (a) promptly, and prior to such disclosure, notify the other Party in writing of such requirement so that they can seek a protective order or other remedy or waive its rights under Section 3; and (b) provide reasonable assistance, at the Disclosing Party's cost, to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the TIS Contract for Svcs Template 02-2021 Page 5 of 9 Confidential Information that the Receiving Party is legally required to disclose. This Section 8.2 shall not apply to Subscriber's response to a request made under the Public Records Act, Chapter 42.56 RCW. 9. Breach Notification. A. The Contractor shall maintain a data breach plan and shall implement the procedures required under such data breach plan on the occurrence of a data breach, in compliance with the requirements of Washington's data breach notification law codified at RCW 42.56.590. The Contractor shall report, in writing, to the City any data breach involving data maintained by the Contractor on behalf of the City ("City Data") including any reasonable belief that an unauthorized individual has accessed City Data. The report shall identify, if known, the nature of the event, a list of the affected individuals and the types of data, and the mitigation and investigation efforts of the Contractor. The Contractor shall make the report to the City promptly upon discovery of the data breach, but in no event more than five business days after discovery of the data breach. The Contractor shall provide investigation updates to the City. B. The Contractor shall promptly reimburse the City in full for all reasonable costs incurred by the City in any investigation, remediation or litigation resulting from any data breach. The Contractor's duty to reimburse the City includes but is not limited to, reimbursing to the City its cost incurred in doing the following: i. Notification to third parties whose information may have been or were compromised and to regulatory bodies, law enforcement agencies or other entities as may be required by law or contract; ii. Establishing and monitoring call center(s) and credit monitoring and/or identity restoration services to assist each person impacted by a data breach of a nature that, in the City's sole discretion, could lead to identity theft; and iii. Payment of legal fees and expenses, audit costs, fines and penalties, and other fees imposed upon the City by a regulatory agency, court of law, or contracting partner as a result of the data breach. C. Upon a data breach, the Contractor is not permitted to notify affected individuals without the express written consent of the City unless Contractor is required by law to provide such notice. Unless the Contractor is required by law to provide notification to third parties or the affected individuals in a particular manner, the City shall control the time, place, and manner of such notification. 1Q City Data. The Contractor does not claim ownership of, and assumes no responsibility with respect to any City Data defined as information, data, and content, in any form or medium, collected, downloaded, or otherwise received, directly or indirectly from the City, an Authorized Personnel or end-users by or through the Contractor's Services. 11. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 12 Termination. This Agreement may at any time be terminated by the City giving to the Contractor 30 days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 1Q Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement: TIS Contract for Svcs Template 02-2021 Page 6 of 9 A. Each Party shall continue to hold such Confidential Information in confidence pursuant to Section 8; and B. Each Party shall pay to the other all undisputed amounts accrued prior to and through the date of termination of this Agreement; and C. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement. D. Within 60 days following such expiration or termination, the Contractor shall deliver to the City, in a format as requested by the City, the then most recent version of City Data maintained by the Contractor, provided that the City has at that time paid all undisputed fees then outstanding and any amounts payable after or as a result of such expiration or termination. E. In the event of (i) expiration or earlier termination of this Agreement, or (ii) the City no longer purchasing certain Services from the Contractor, if the City requests assistance in the transfer of City Data to a different vendor's applications ("Deconversion"), the Contractor will provide reasonable assistance. The Parties will negotiate in good faith to establish the relative roles and responsibilities of the Parties in effecting Deconversion, as well as the appropriate date for completion. 14 Taxes. The Contractor shall be solely responsible for the payment of any and all applicable taxes related to the Services provided under this Agreement; if such taxes are required to be passed through to the City by law, the same shall be duly itemized on timely billings submitted to the City by the Contractor. 15 Waiver. A waiver of any breach by either Party shall not constitute a waiver of any subsequent breach. 16 Third Party Beneficiaries. This Agreement is solely for the conveniences of the Parties and there are no third party beneficiaries to this Agreement. 17. Compliance with Laws. The Consultant shall comply with all applicable federal, state, and local laws and regulations in performing this Agreement. 18 Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 19. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 2Q Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. TIS Contract for Svcs Template 02-2021 Page 7 of 9 21. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 22 Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 23 Applicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. 24. Force Majeure. Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, pandemic, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the Party's reasonable control ("Excusable Delay" hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 25. Counterparts. This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. This Amendment shall be considered properly executed by a Party if executed by that Party and transmitted by facsimile or other electronic means including, without limitation, SeamlessDocs or other City -approved program, Tagged Image Format Files (TIFF), or Portable Document Format (PDF). 26. Conflict in Terms. In the event of a conflict between the terms of this Agreement and the terms in any other document, including but not limited to all Exhibits hereto, the terms of this Agreement shall prevail. Exhibit A: Scope of Services Exhibit B: Compensation Schedule TIS Contract for Svcs Template 02-2021 Page 8 of 9 CITY OF TUKWILA CONTRACTOR Joel Bush, CIO DATE: 06/30/2021 APPROVED AS TO FORM: Key: clUbtlacl,,,,,f300,e,b0cOlcUr Office of the City Attorney By: fe Key: aenooeedb2.6.2,2edetzisanebnazo Printed Name and Title: Kevin LaFeber, President Address: 6300 Cedar Springs Rd., Dallas, TX 75235 DATE: 06/30/2021 TIS Contract for Svcs Template 02-2021 Page 9 of 9 6/2/2021 Terms of Use GovOS Studio - Kofile Kofile 111111111 1111111111111111 14'11'1111111111iiiiiiu ��rurJ�i�rmri� Last Revised May 12, 2021 diriiar%/ %% 111111111111111111111 111111111 11 Illf egor�i�lllrr p Welcome to GovOS, Inc. Terms of Use. GovOS, Inc. is a Delaware corporation having a business address at 6300 Cedar Springs Drive, Dallas, Texas 75235 ("GovOS"). These TOU are incorporated into and a part of the contract between GovOS, Inc. (or one of its affiliates Kofile Technologies, Inc. or Bizodo Inc. d/b/a SeamlessDocs), (hereinafter "GovOS," "we," "us," or "our"), and you ("you," "your," or "Customer") under which GovOS provides you a subscription to access the GovOS Studio platform (wwwm4vC.corgym). This includes each application and functionality as provided for in your contract and all related content such as text, information, images, applications, templates software and other information, services and materials (collectively, "Studio" or the "Service") and all information made available to you or by you through the GovOS Studio platform. https://kofile.com/govos/studio/terms-of-use/ 1/16 6/2/2021 Terms of Use GovOS Studio - Kofile The "Customer" shall mean the entity or person that has signed a contract with GovOS for use of the Service, and a User shall include a unique user of the Service whether a Customer or not (as defined by unique URL, IP address or other unique identification). Any new features that augment or enhance the current Service, including the release of new features and resources, shall be subject to this Agreement. You agree to use the Service at your own risk, and you understand GovOS cannot be responsible for the content uploaded or posted by you as a Customer or any User). 1. Subscription to use the Services: The Service is cloud -based. This means we are not going to provide you or any User any software that is downloaded or a license to use software. Rather, your subscription to Studio means we are going to authorize you to access and use Studio which remains in the cloud. Subject to the terms of the contract between you and us, including these TOU, GovOS grants and Customer accepts, a nonexclusive, nontransferable, revocable subscription to the Services (the "Subscription") as outlined in the contract between us and you. The Subscription provided is only for the use of Customer. Customer shall only allow access to employees of Customer who are authorized to use the platform, are authorized to and have registered for an account and understand and agree to these TOU ("Authorized Users"). We spent a lot of time and resources creating Studio, so we want to protect it. This means there are things a Customer and User cannot do relating to the Service. Specifically, you as a Customer are prohibited from and agree not to, and will not allow your Users, under any circumstances to (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the https://kofile.com/govos/studio/terms-of-use/ 2/16 6/2/2021 Terms of Use GovOS Studio - Kofile content in any way; (11) modify or make derivative works based upon the Service or the content; (iii) create Internet "links" to the Service or "frame" or "mirror" any content on any other server or wireless or Internet -based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Any and all rights not expressly granted hereby to the Customer are reserved by GovOS. There are some other things Customers, and their Users cannot do because we believe they are wrong. The Service may not be used in any way (i) that is illegal or promotes illegal activities or in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or is otherwise indecent (ii) to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (iv) to interfere with or disrupt the integrity or performance of the Service or the data contained therein. If you or any of your Users violate these TOU, we reserve the right, in our sole discretion, to suspend or terminate your Subscription with or without advance notice. If we learn that data stored by the Customer and/or User is in violation of any law, infringes third party rights or violates these TOU, we may immediately bar access to such data without prior notice to the User or Customer. The Customer and/or User shall be promptly notified by GovOS of any such action under this provision. 2. Creating an Account to use the Services: https://kofile.com/govos/studio/terms-of-use/ 3/16 6/2/2021 Terms of Use GovOS Studio - Kofile To obtain access to certain Services, you may be required to obtain a Studio account with GovOS (become a "Registered User"). Once a Customer has signed a contract with us, we will create your account and provide you a temporary username and password that will be provided via e-mail along with a link to access the Service. You will need to complete your account registration by providing your name and e-mail address and resetting your password. Until you register and are approved for a Studio account, your access to the Service will be limited to the areas of the Service, if any, that are available to the general public. Each Customer will have at least one (1) administrator who will have the ability to set up individual user accounts up to the amount authorized in the Customer's subscription. When registering with us you must, and as the Customer be sure any Authorized Users: (a) provide true, accurate, current and complete information about yourself as requested as part of establishing your account (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. We may withdraw such approval at any time in our sole discretion if a User violate these Terms of Use. Each User will need to have their own distinct account. If a Customer has more than one User, they will each need to register for a distinct Account. Each User must keep their account and passwords confidential and not authorize any third party to access or use the Service on their behalf, unless we provide an approved mechanism for such use. You must contact us right away if you suspect misuse of your account or any security breach in the Service. The Customer is responsible for all activities that take place with your account. We will not be liable for any loss or damage arising from any unauthorized use of your account(s). If a third party such as an employer, or school gave you your account, that party has rights to your account and may: manage https://kofile.com/govos/studio/terms-of-use/ 4/16 6/2/2021 Terms of Use GovOS Studio - Kofile your account, reset your password, or suspend or cancel your account; view your account's usage and profile data, including how and when your account is used; and read or store content in your account. If you are an individual Registered User of the Service, and have provided a domain for the primary email address associated with your account that is owned by an organization and was assigned to you as an employee, contractor or member of such organization, and that organization wishes to establishes a commercial relationship with us and add your account to such relationship, then, if you do not change the email address associated with your account, your account may become subject to the commercial relationship between us and such organization and controlled by such organization. 3. Payment and the Services: Your continued use (subscription access) of the Service is contingent upon timely making all payments as provided for in the contract between you and us. If all or part of any payment is more than sixty (60) days late GovOS reserves the right to suspend your service. We will provide you advance notice of suspension to avoid unnecessary interruption in service. GovOS reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. If all or part of any payment remains past due more than ninety (90) days, we reserve the right to cancel your subscription. We will provide you at least ten (10) days advance notice prior to cancelling your subscription. The price for the Service excludes all taxes and charges (sales or otherwise), unless stated in your contract for service. You are responsible for any taxes and for all other charges (for example, data charges and currency exchange settlements). Depending on the legal jurisdiction of the Customer we may add and collect tax in addition to payment for the Service. https://kofile.com/govos/studio/terms-of-use/ 5/16 6/2/2021 Terms of Use GovOS Studio - Kofile If you don't pay us any amount due, we may not only suspend or cancel your subscription, but we may also use a third party to collect past due amounts. Unless prohibited by law in your jurisdiction, you agree to pay for a reasonable cost for collection any past due amounts, including reasonable attorney's fees, which you agree to be one-third of the outstanding amount owed, in addition to other legal costs associated with collection. You agree and acknowledge that GovOS has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent. In addition to any Fees, you may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges. You must be authorized to use the payment method that you enter when you create a billing account. 3a. Rights of Security Scanning: GovOS understands the importance of data security and controls to make sure data is secure. However, unscheduled security scanning performed by customers, including and not limited to scans, penetration tests, reports and otherwise may cause responsive countermeasures or otherwise disrupt the Service and are therefore prohibited. If you want to perform any security scanning, you must contact us and provide the nature and scope of such scans. We may, at our discretion, agree to such scanning provided we can mutually agree upon the scope, time, and frequency of any such scanning. Any security scan done without our permission will constitute a breach of these TOU and may be treated as a malicious attempt. We look forward to working through any security requests together. 4. Service Level https://kofile.com/govos/studio/terms-of-use/ 6/16 6/2/2021 Terms of Use GovOS Studio - Kofile GovOS will at all times reasonably attempt to achieve the highest possible availability and shortest possible access time of the Service, but no warranties of any kind, regarding any specific availability or time of access are granted. Customers and their Users need to limit their submission rates to avoid service delays or interruptions. This means if you create a webform with receipt (but without signature) and make it available to Users or the public, you need to determine or estimate the volume of responses you may receive for the form. Your subscription authorizes you to utilize up to fifty (50) submissions per minute without prior notice to us. If you estimate your webform response may result in 50-500 submissions per minute you are required to provide us with at least three (3) hours of advance notice to allow us to take steps to avoid delays or service interruption. If you anticipate over five hundred (500) submissions per minute, we will need at least three (3) days advance notice to allow us to take steps avoid delays or service interruptions. 5. Your Responsibilities You are responsible for all activity occurring under your Customer and related User account(s) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. In addition, you shall be responsible for abiding by any and all internal policies, procedures and regulations, which are required, by your employer and/or the applicable administrators of your account. You shall: (i) notify GovOS immediately of any unauthorized use of any password or account or any other known or suspected https://kofile.com/govos/studio/terms-of-use/ 7/16 6/2/2021 Terms of Use GovOS Studio - Kofile breach of security; (11) report to GovOS immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You or other users to violate this Agreement or the intellectual property rights of third parties; and (iii) not impersonate another GovOS user or provide false identity information to gain access to or use the Service. 6. Customer Data Customer Data is all the Customer/User originated content that is entered into and in some instances stored in the Studio platform. GovOS content is the content we enter into the Studio platform. GovOS does not own any data, information or material that you or other Users submit to the Service in the course of using the Service ("Customer Data"). You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all Customer Data that you submit. The Service is hosted either by GovOS or a subcontractor of GovOS's choice. All data stored as part of the Service is backed up on a regular basis. If a Customer experiences loss of Customer Data, GovOS will use commercially reasonable efforts to restore data from the most recent working backup; provided however, GovOS gives no warranties with respect to recovering or restoring any lost Customer Data. The Customer is responsible to, and always encouraged to make its own backups of all Customer Data stored on the Service and additionally can sync their account with a third -party service to create Customer Data back-ups in real time. GovOS will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. 7. Intellectual Property Rights https://kofile.com/govos/studio/terms-of-use/ 8/16 6/2/2021 Terms of Use GovOS Studio - Kofile GovOS alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the GovOS technology, the content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, GovOS technology or its intellectual property rights. All copyrights and/or other intellectual property rights, title and interests in a) software on which the Service is based and made available to the Customer and/or User, b) source codes or other software components of the Service, c) content of the website GovOS.com and the Service including text and graphics, excluding data stored by the Customer and/or User, d) trademarks, names etc. are the sole property of GovOS, and/or third parties having granted GovOS license for its use, and the Customer and/or User shall gain no rights to said intellectual property rights other than the limited right of use as stipulated in this Agreement. The Customer and/or User retain all intellectual property rights regarding Customer Data entered into or stored by such Customer and/or User on the Service. This means we do not have any ownership rights to any document you upload into the Service. You also own the form or template that results from the application of our software to your document. In short, the document input and output are yours, the technology that converts your document input into a form (document output) is ours. 8. Privacy GovOS will not forward marketing material from third parties to its Users. GovOS may forward product news relevant to User's https://kofile.com/govos/studio/terms-of-use/ 9/16 6/2/2021 Terms of Use GovOS Studio - Kofile use of the Service as GovOS sees fit from time to time. GovOS retains the right to disclose the identity of any Users in any sales or funding efforts or processes of GovOS and in cooperating with law enforcement investigations. However, always with due consideration to the interests of the User. 9. Personal Healthcare Information (PHI) PHI and other healthcare information may be subject to certain regulations including the Health Insurance Portability and Accountability Act (HIPAA). Customer represents on its own behalf and for its Users that it is not a Covered Entity and that neither Customer nor its User will store Personal Healthcare Information as regulated by the Health Insurance Portability and Accountability Act and its amendments (HIPAA), without the prior consent, and as applicable, the execution of a Business Associate Agreement by the parties. 10. DISCLAIMER THE SERVICE IS PROVIDED ON AN "AS -IS" AND "AS AVAILABLE" BASIS, AND COMPANY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON - INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR -FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. https://kofile.com/govos/studio/terms-of-use/ 10/16 6/2/2021 Terms of Use GovOS Studio - Kofile SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU 11. Indemnification You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Service, (b) your violation of these TOU, or (c) your violation of applicable laws or regulations. GovOS reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. 12. LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GovOS, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, INTRINSIC VALUE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF GovOS HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF GovOS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE https://kofile.com/govos/studio/terms-of-use/ 11/16 6/2/2021 Terms of Use GovOS Studio - Kofile LIMITED TO THE GREATER OF AN AMOUNT EQUAL THREE MONTHS OF YOUR SERVICE FEE FOR THE SERVICE OR ONE -THOUSAND AND 00/100 DOLLARS ($1,000.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW. 13. Force Majeure GovOS is not responsible for situations or conditions which fall under force majeure, including but not limited to war, riot, uprising, strike, lock -out, fire, flooding, natural disasters, pandemics, monetary restrictions, import/export embargoes, interruption of electronic traffic, interruptions or breakdowns in energy or communication supplies, attacks of computer viruses, attacks by hackers and force majeure of subcontractors. 14. Personal Data To the extent GovOS stores or processes personal data on behalf of Users, GovOS shall disclose such personal data only according to instructions from such Users. GovOS has implemented appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. At the request of the User, GovOS shall in reasonable respect grant the User sufficient information in order for the User to ensure that such technical and organizational measures have been taken. GovOS is entitled to request payment, at GovOS's standard rates for such work. 15. Term and Termination https://kofile.com/govos/studio/terms-of-use/ 12/16 6/2/2021 Terms of Use GovOS Studio - Kofile The Agreement between you and us shall commence on the effective date stated within the contract and will remain in effect for an initial term as outlined in the Agreement (the "Initial Term"). Unless otherwise indicated in your contract with us, upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term unless terminated as set forth herein. Unless otherwise provided for in the contract document between us, either party may terminate this Agreement effective only upon the expiration of the then current term, by notifying the other party in writing at least thirty (30) business days prior to the expiration of the then current term. Either Party may terminate this agreement for a material breach of the Agreement if, after providing no less than fourteen (14) days written notice outlining the breach, the breach remains uncured. Upon termination by GovOS, or at your direction, you may, if you have paid all fees due under your Agreement, request access to your Customer Content, which we will make available to you for download. You must make such request with sixty (60) days following termination. After sixty (60) days from the end of your Agreement with us, GovOS will have no obligation to maintain or retrieve any Customer/User data or content. Requests for Customer Content in different formats or media may be accommodated upon payment by you of an agreed upon additional fee. 16. Notice GovOS may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in GovOS's account information, or by written communication sent by first class mail or pre -paid post to your address on record in GovOS's account information. Such notice shall be deemed to https://kofile.com/govos/studio/terms-of-use/ 13/16 6/2/2021 Terms of Use GovOS Studio - Kofile have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre -paid post) or 12 hours after sending (if sent by email). 17. Modification to Terms We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms on the GovOS website at ittlps://kofiiilI .coirnigovos/studiiio/teirims-°of use/. Any changes will be effective upon posting the revised version of these Terms on the Service (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to these Terms to be material, we will notify you via the Service and/or by email to the email address associated with your account. Notice of other changes may be provided via www.GovOS.com (the "Site") or related GovOS blogs. Therefore, we encourage you to check the date of these Terms whenever you visit the Site to see if these Terms have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. In the event you believe a material change to these TOU is materially adverse to you, you may request cancellation of your contract without penalty which GovOS will review. GovOS will determine it its sole discretion whether Customer may cancel its subscription without penalty. 18. Assignment This Agreement may not be assigned by you without the prior written approval of GovOS. GovOS may assign this Agreement without your consent to (i) a parent entity or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 19. Confidentiality https://kofile.com/govos/studio/terms-of-use/ 14/16 6/2/2021 Terms of Use GovOS Studio - Kofile As used herein, "Confidential Information" means all information exposed or provided to a party (a "Receiving Party") by the other party (a "Disclosing Party") (a) within the GovOS.com Service, or (b) otherwise that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to the GovOS.com website. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to a the Disclosing Party; (11) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party, as demonstrated by written records, (iii) is received from a third party without breach of any obligation owed to Disclosing Party, or (iv) was independently developed by a Receiving Party without reference to the Confidential Information, as demonstrated by written records. Except as set forth in the contract, these TOU, or otherwise permitted in writing by a Disclosing Party, the Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement. 20. General The Agreement between us and you will be governed by the laws of the State of Texas, U.S.A. without reference to the principles of conflict of laws. Lawsuits brough under this agreement may be brought in any court of competent jurisdiction in Customer's state of residence or Texas. No joint venture, partnership, employment, or agency relationship exists between you and GovOS as a result of this Agreement or use of the Service. The failure of GovOS to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by GovOS in writing. This Agreement, together with any applicable contracts, comprises https://kofile.com/govos/studio/terms-of-use/ 15/16 6/2/2021 Terms of Use GovOS Studio - Kofile the entire agreement between you and GovOS and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. 0 u u0u u0u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u u0u 1 Kofile MI CI © 2021 Kofile. All Rights Reserved. Software Services Solutions About https://kofile.com/govos/studio/terms-of-use/ 16/16 1111111111111111 ‘,$,,o1,1111111100 1111111111111111111 ,1,1111J11,11,1mji,i,HRHym 11111111111111111111 11111111111111 Tukwila, WA Renewal 2021-2022 "prep red 3y Seri: To Paul Richeson Joel Bush Partner Manager CTO iiess ocs Quote Summary Table QTY PRODUCT START DATE END DATE TERMS (MONTH) FIRST YEAR ACV TOTAL PRICE 1 Digitize 6/1/2021 5/31/2022 12 $14,500.00 $14,500.00 999 Number of Forms 6/1/2021 5/31/2022 12 $0.00 $0.00 13 Platform Standard User Licenses 6/1/2021 5/31/2022 12 $0.00 $0.00 1 Optimization Fee 6/1/2021 5/31/2022 12 $0.00 $0.00 1.00 Sales Tax 6/1/2021 5/31/2022 12 $1,464.50 $1,464.50 First Year Total: $15,964.50 Custom Terms: • N/A Contract Total: $15,964.50 Standard Terms of Agreement: • This proposal expires on 5/31/2021 • By signing this proposal the client agrees to our Terms of Use available at https://kofile.com/govos/studio/ terms -of -use/ • • • • Each product and service purchased is serviced and maintained as specified in the table above. Quantity of 999 represents unlimited. Service Hours and offerings expire 12 Months from the Subscription Start Date specified in the excecuted agreement and payable upfront. If included in the Services Agreement, related Travel and Expenses are to be billed as incurred. Standard Payment Terms: • Please email all Purchase Orders to billing@seamlessdocs.com for prompt processing. • The client agrees to pay all fees specified in each Order. • • • • • The invoice(s) will be sent to the Billing Contact via the delivery method as early as two weeks prior to the invoice date, which is the Subscription Start Date, specified in each Order. All fees are due upfront, and billed annually with the first annual payment due by the invoice due date (30 days from the Subscription Start Date) specified in each Order, unless specified otherwise. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the clients responsibility to provide applicable exemption certificate(s). 3 - 10% optimization fee may be added annually to the recurring products and services. SeamlessDocs reserves the right to modify optimization fee in accordance with the Terms of Use. If a Reseller is used, please ensure 'Coverage Terms' or 'Subscription Dates' are included in each Line Item's Material Description. SeamlessDocs Contact Information: • For additional questions or requests regarding your SeamlessDocs' Software or Services, please contact: Email: support@seamlessdocs.com Phone: (855) 777-3265 Contact and Billing Details Primary Contact Name: Joel Bush Org Name: Tukwila, WA Primary Contact Email: joel.bush@tukwilawa.gov Street Address: 6200 Southcenter Blvd Billing Contact Name: City, State, ZIP: Tukwila, Washington, 98188-2544 Billing Contact Email: Invoice Delivery Email / Electronic Method: Billing Contact Phone: Payment Term: Net 30 PARTNER SEAMLESSDOCS Signature: Signature: Full Name: Full Name: Title: Title: Date: Date: Paul Richeson Partner Manager