HomeMy WebLinkAbout25-204 - Contract - General Code - Ordinance Codification Services25-204
Council Approval N/A
City of Tukwila
• 6200 Southcenter Boulevard, Tukwila WA 98188
•4
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 General Code hereinafter referred
to as "the Contractor," whose principal office is located at Rochester, NY 14624 . 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. Scooe 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. City Responsibilities.
A. City Responsibilities. The City shall be responsible for the correctness and accuracy of the
information it supplies to the Consultant ("City Content"). By acquiring an online hosted code, the
City hereby requests that City Content be posted online, and the City will be responsible for the
presentation, accuracy and completeness of the City Content provided, and the Consultant will
be entitled to post that City Content without review or editing. Further, the City is responsible for
providing the Consultant with timely decisions and answers to questions raised by the Consultant,
for inclusion of sufficient funds in the budget to pay the Consultant for services, and for the prompt
payment of invoices. The City shall also be responsible for completing its work in accordance
with the "Performance Schedule." Consultant shall not be responsible or liable for any delay or
failure of performance caused in whole or in part by City's delay in performing, or failure to
perform, any of its obligations under this Agreement, which shall include providing responsive
information to Consultant necessary for Consultant's timely performance hereunder.
B. City Prima t Contact. The City shall identify, and name, an appropriate individual, with
corresponding contact information, including electronic mail address, as the "Primary Contact"
with whom the Consultant should communicate matters regarding the online code, such as
maintenance notifications, and who has the authority to make requests including release of City
data, both internally to the Consultant and to the City, restoration of data, and other configuration
changes.
General Code Contract, 2025 Page 1 of 11
3. 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 $17,380.00.
4 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.
S Duration of Aareement. This Agreement shall be in full force and effect for a period commencing
June 1, 2025, and ending May 30, 2028 unless sooner terminated under the provisions hereinafter
specified.
6. 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.
7. Warranties and Disclaimer.
A The Consultant warrants that the services and any deliverables provided hereunder will be in
accordance with the terms and conditions of this Agreement and the "Performance Schedule,"
and will be free of material defects. The Consultant warrants that the Licensed Program, as
defined herein, will perform substantially in accordance with the accompanying written materials
for a period of one year from the date of receipt. Regardless of the City's acceptance of
completed materials when delivered, the Consultant shall correct errors found either by the City
or the Consultant.
R The Consultant's warranties contemplated herein do not extend to failures arising out of (i)
incorrect or insufficient data, specifications or instructions provided by the City or (ii) work or
services performed by others. Except as expressly stated herein, THE CONSULTANT MAKES
NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH
REGARD TO ANY SERVICES, LICENSED PROGRAM AND/OR RELATED MATERIALS TO
BE FURNISHED BY THE CONSULTANT.
8. Software License Agreement/Online Hosting Services.
A. DEFINITIONS.
(i) "Licensed Program" shall mean the Consultant software product eCode360® and any
other software product provided to the City by the Consultant or its affiliates or licensors
pursuant to the Proposal.
(ii) "Update" means a new release of the Licensed Software made available by the
Consultant to its customers, containing bug fixes and minor modifications or
enhancements, but not a new version containing significant new features, as determined
by the Consultant in its sole discretion.
(iii) "Use" shall mean accessing, downloading, copying or duplication of any portion of a
Licensed Program from the Internet, storage units or media for processing or the
General Code Contract, 2025 Page 2 of 11
utilization of the Licensed Program for its intended purpose.
B. LICENSE GRANT.
The Consultant hereby grants the City a non-exclusive, non -transferable, non -licensable, non -
assignable license to Use the Licensed Program.
C. PROPRIETARY RIGHTS; RESTRICTIONS.
The Licensed Program provided by the Consultant is proprietary and owned by the
Consultant and/or its affiliates and licensors. The City acknowledges that the Licensed
Program is licensed, not sold, and agrees to respect all proprietary rights associated with
it. The City shall use the Licensed Program solely as permitted by this Agreement and
shall not decompile, disassemble, reverse engineer, sublicense, sell, distribute, rent, or
disclose the Licensed Program in any form without the express written permission of the
Consultant.
The City shall not use the Licensed Program to infringe on any third party's intellectual
property rights or violate any applicable laws or regulations. Furthermore, the City shall not
use the Licensed Program for any actions that are defamatory, trade libelous, threatening,
harassing, or obscene. Upon the City's request, the Consultant shall promptly deliver all
materials related to the Licensed Program, including source code, upgrades, modifications,
and other related documents or materials developed solely for and paid for by the City to
perform the Work.
iii. The City will retain all rights, including copyrights, and title to the text of its municipal code
(the "Code") but hereby grants to the Consultant the right and license to use, reproduce,
adapt, distribute, display and advertise the Code, and to digitize the Code and to prepare,
reproduce, publish, distribute, transmit, perform, display, broadcast, upload, download,
communicate to the public, lend or otherwise transfer or make available or store in any
medium a copy of the Code whether or not adapted or abridged on its own or in
combination with any other work by means of or through any electronic medium, including,
digital, optical and magnetic information storage and retrieval platforms or systems, on-
line, electronic or other reproduction, transmission or publication, or by any other means
whether now known or subsequently developed.
iv. All computer software and other intellectual property of the Consultant used in performing
its services shall remain the property of the Consultant and/or its affiliates and/or licensors.
Model building codes and/or other model codes used by the Consultant in the Licensed
Program or otherwise in performing its services shall remain the property of the Consultant
and/or its affiliates, and no ownership or other proprietary right in those model codes is
conveyed in the City.
9. 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.
General Code Contract, 2025 Page 3 of 11
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.
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 the greater of fees paid to the
Consultant under this Agreement; provided however, the limitation of liability set forth in this
section shall not apply to Contractor's indemnification obligations solely to the extent finally
determined to result from Consultant's willful misconduct or gross negligence. The provisions
of this section shall survive the expiration or termination of this agreement.
General Code Contract, 2025 Page 4 of 11
10L 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.
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 Commercial General Liability
insurance shall be endorsed to provide a per project general aggregate limit using ISO
form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for
liability arising from explosion, collapse or underground property damage. 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.
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.
(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 -
General Code Contract, 2025 Page 5 of 11
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.
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.
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.
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.
11. Record Keeping and Reporting.
General Code Contract, 2025 Page 6 of 11
a. Records Maintenance. The Contractor shall maintain accounts and records, including
personnel, property, financial and programmatic records which sufficiently and properly reflect
all direct and indirect costs of any nature expended and services performed in 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 seven years 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
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.
12 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 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
immediately 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.
General Code Contract, 2025 Page 7 of 11
B. The Contractor shall promptly reimburse the City in full for all 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:
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 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.
la 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.
14 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.
15L 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.
16L Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
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
General Code Contract, 2025 Page 8 of 11
responsibilities of the Parties in effecting Deconversion, as well as the appropriate date for
completion.
17. 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.
18 Waiver. A waiver of any breach by either Party shall not constitute a waiver of any subsequent
breach.
19! Third Party Beneficiaries. This Agreement is solely for the conveniences of the Parties and there
are no third -party beneficiaries to this Agreement.
20. Compliance with Laws. The Consultant shall comply with all applicable federal, state, and local
laws and regulations in performing this Agreement.
21. 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.
22- Assianment 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; however,
Contractor may, without other party's consent and with thirty (30) days written notice, transfer this
Agreement and/or any of its rights and obligations under this Agreement, to any of Consultant's
affiliated entities, including but not limited to International Code Council, Inc., General Code
Enterprises, LLC, or ICC Codification, Inc.
23. 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.
24L 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.
25. Notices. Notices to the City of Tukwila shall be sent to the following address:
Andy Youn-Barnett, City Clerk
City of Tukwila
6200 Southcenter Blvd.
Tukwila, Washington 98188
Andy.Youn-Barnett(c�TukwilaWA.aov
Notices to the Contractor shall be sent to the address provided by the Contractor upon the
signature line below.
General Code Contract, 2025 Page 9 of 11
26. 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.
27. 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.
28. 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).
29. 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
Exhibit C: Service Level Agreement (SLA)
Exhibit D: City of Tukwila Security Requirements
Exhibit E: Data Protection and Information Security Exhibit
Exhibit F: General Code Authorization & Agreement
[signatures to follow]
General Code Contract, 2025 Page 10 of 11
CITY OF TUKWILA
r—Signed by:
Andy Youn-Barnett, City Clerk
6/30/2025 1 4:17 PM PDT
Date
ATTEST/AUTHENTICATED:
Signed by:
Jennifer Marshall, Deputy City Clerk
APPROVED AS TO FORM:
Signed by:
0z
Office of the City Attorney
CONTRACTOR:
By:
Printed Name:
Title:
Address:
Date:
Cristina LoVerde
VP of Client Engagement
781 Elmgrove Rd
Rochester, NY 14624
06/30/2025
General Code Contract, 2025 Page 11 of 11
The General Code Recommended Solution and Process
Bellow is ain outIline of the process for complIeting your conversion piropect..
,Iroiject ll�tillid"I
General Code will consullt with "Fulkwilla's designated contact 1persoin to ireview the project generally
and to c1lairi-l'y any initiall questions for both General Code and the City. T'o begin the project, the City
and Genera I Code s1hall coinfirim the source imateriialls foir the propect.
F'or amore detaill, see the source irnaterialls Ilisted on page T.
Corritiert Colde
General Code will conveirt the Code into ouir XIMI pulbIlishing system.. 'Flhis systeirn enablIes the
Code to The printed efficientIly., It also provides the foundation for providing the Code on1line in a
variety of forimats, Outputs, and sollutions..
I1111111111ditorial Work
The -text of the current Code and any additionall imateriialls that imay not alliready The codified will The
linput and thoiroughIly 1piroofiread to einsuire complIete accuracy. Whille we will generally match [1he
stylle of the Code, Ipllease note it is General Code's 1polliicy not to lindlude the following code
enhancements unIless specifically directed to do so by the City Attorney: cross irefeirences; state
Ilaw references; and Code comparative tablIes..
III b, I i's li a II ectrhire , O(III Iii iii qe COdle wftli e,C�lode,,360
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search your Code on a variety of deslktop and imolbiille devices..
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!I
IFlrvide Origdbg ill W''llode Mafiitiei%111� nce
"The codification process is inot -truly over w1hein your new Code Is delliiveired.. Youir coinnimunity will
change and grow, and ultimately, your Code will evolve with it. llin order to innaiintain youir Code as
an accurate and irelliiablle resource, it Is limpoirtaint that the City Ikeelps the Code up to date afteir
linitiall Ipublliication.. General Code's supplementation services are designed to make the process
easy, -fast and accuirate..
"To select your ongoing suppIlementation schedulle, Ipllease see page 12.. IFoir moire information
about General Code's Sulplollenneintation Services, see (page 19..
R
ans manumm P
!I!I
So�t i inii;ie Mil"! terk"! Is
General Code will use the following source rnaterialls for the proVect:
> A colpy of the City's Code, as updated to Ordinance No.. 2727
This piroposall aind the scope of this project consider oinlly the Ilegiisllatiion Submitted for ireview as
listed albove.. T'he processing, review, aind indlusion of any mateirialls not submitted are outside the
propect scope as proposed and therefore nnay The subpect to additionall charges.. We request that
TuIkWilla set up a process to iroutiinelly seind any inew Ilegiisllatiion upon adoption. "Flhis addiboinall
legislIatioin will The indluded in the Code up to the point wheire the editoiriall work Ihas beein coimplleted
and will be subject to ain additioinall chairge at the eind of the project.
Spiecial Considerations
General Code has identified the following specific speciall coins ideratioins that will The addressed lby
our staff as the project progresses:
Please inote the base pro'ect Ipriice and scope of this piroposall indludes pubIlication of the
Code oin1line oinlly and iindludes ino Ipriinrt output..
F9
General Code may need to make noinsubstaintive oirgainizationall oir stiructurall changes to youir Code
liin order to convert the Code into ouir XMI pulbIlishing system.. Standardized formatting and structure
Ileveirages our tedhinollogy to cireate uniformity and consistency thiroughout the Code, which einablIes
the features and functionallity of eCode360 to work as intended and provide you with the best useir
experience.. As Ipairt of ouir process for the conversion, General Code will:�
Scheme, I�Itviiilberfiig and StrUdMirie
Scheme. IndlUde a Iliist of section tides at the beginning of each chalpteir, as a quick...
reference outIline of what is in the chapter and to imalke sought.-afteir irnatedall easier to find..
Unnumbered 1pairagiralplhsttexticlhalp-teirs..
o Uninumbeired paragraphs -follllo,,Aiing inumbeired text will The left as is unlIess c1lairity
requires -their numbering in the context of the surrounding subsections.
c) If the Code has a inuumlbeiriing system that vairies based on Whetheir a section
stairts with an unnumbered paragraph oir snot, we will add the first Revell section
inumbeir oir Iletteir as appropriate to the unnumbered pairagiralph.. This is necessary
for the search and other functions of eCode360 to vvoirlk as intended.
o IIf the Code inclludeS Unnumbered chapters in the Appendix, we may add chapter
inumbeirs and use those as the start of the section inumbeirs throughout the
chapter, consistent with the crest of the Code..
Structure.. "Wyle will cireate uniformity and consistency of structure at these Ilevells:
• Chalpteir inuirnbeiriling.. If the Code lindludes dulpIlicate numbered chapters in
different lifles (e..g.., "Fide I contains Chapter I and Chapter 2-1 "Fifle 2 contains
Chapter I and Chapter 2), we will impose uniforim numbering so that each
chapter Ihas a unique number. T'Iherefore, we may reinuirnlbeir as Chapters 1-1, 1
2, 2 1, 2--.2, etc.., incorporating the titIle nuirnbeir into the chapter numbers and
theireby reflecting the fide in which they appear. T'Ihese chapter numbers will allso
fillter tIhrOUgIh to the section nUInnbeirs if they do snot alliready followthat systeirn..
• Section inuirnbeiriling..
If the Code indludes dupIlicate numbered sections in different chapters
(e..g.., Section 1, 2, etc..), we will impose uniform inumbeiring so that each
section has a unique inuirnbeir.. T'heire-foire, we imay ireinumlber as Sections
1 2, 2 1, 2--.2, etc.., incoirporabrig the dhapteir number into the section
inUinnIbeir and -therelby ireflecting the chapter in which they appear.,
III If the Code indludes different stylles of point sections (1-1 2A, 1 12A), we
will make the stylle consistent throughout the Code..
o Sulbsectiloin inumbeiriling..
OR Structure. If the Code indludes inconsistent subsection designations
throughout [e..g.., if one chapter uses Ilevells a.., 1, (a), and another uses
Ilevells 1, A, and (1), we vvill appIly consistent subsection designations
throughout the Code..
ff.
Consecutilve inumbeiriling.. Misnumbered subsection iteirns (e..g.., 1, 2, 3,
3, 5) will The ireinunnbwed as necessary to correct obvious errors,,
IC""�imlrmatfing
Hilstoirlies.. Wheire histories acre Ilocated at the eind of each section, we imovetheirn uIpto
the section titIle for each section so that the base history. for each section appears at the
section Ilevell and subsequent arnendiments can The noted off the section oir its subsections
as appropriate.
> "ll'ablies. Standard formatting will be added to tablIes .......... boldfaced and centered headers,
lines, Ilight giray Iheader shading, and indents w1heire ineeded..
BuIlIlets. Bullets may The iretaiined as is unlIess c1lairlity for indexing purposes requires their
numbeirling..
Siling1le-colluimin Ilayout.. All Codes will be presented in a sing1le.--collumin format.
rym Pagilinatiloin. Each chapter will begin on a new iright.-hand page.. Page numbers will
conrellate with the chapter inuirnber..
Attachments. In eCode360, attachments are indluded as IPDF�s at the top of a chapter,
and, lin the printed Code boolk, they acre indlUded at the eind of the chapter.
Appendlix irnateiriiall to the Code.. If theire acre Appendix Iliists oir otheir tablIes at the end of
the Code which weire created lby the prior codifier, we will con-firinn with the City whether
such mateiriall is still used and should The retained and maintained through
suppIleirneintation, oir if they s1houlld The iremoved..
If eferences. iExcept with pirioir approvall and agreement from the City, we will ireirnove
pubIlisheir added footnotes oir section notes such as ciross references, statutory
references, and charter reference items; these items acre copyrighted property of the
former codifien,
di i3lia I
General Code will iretaiin the existing Ilegisllatiive text, with the exception of obvioustypos,
oir otheir items requiring cllairity:: c1larl-fication of inumbeirs, imissing punctuation, incorrect
oirdeir of punctuation, c1haingir ig IFooirman inuinnerall chapter inuinnIbers to Arabic numbers,
capitallizing the nairne of the City, and calpitallizing the tides of certain officialls for
consistency (e..g.., Mayor, ClIerk, Attorney, etc..)..
Spell1l clheclk. A coirnIpIlete spell. --check will The peirfoirmed, and we will correct any obvious
tylpos..
Code !'5 o'
Code Adolptiloin, !if appIllicalbIle.. If the City and its IMuniicilpall Attorney lbellieve any of the
inumbeirling (or other nonsubstaintive foirimat changes) identified Ihere require ireadoption of
the Code, General Code will provide a simpIle draft ordlinance/local law for readolption..
RE
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15
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CIII verslllan II''IIrc)ject $2,990
SeirVk:es liiuriclluded Wllhllhe co&fica,floiri Ilpircw ect�:
Convert the Code, as updated through Ordinance No. 2727, to XML Publishing System
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three years from date of publication. Tables Graphics and Charts will be billed at $10.00 per
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Industries, published by the U.S. Dept. of Labor.
To select your ongoing supplementation schedule, please see page 12. For more information
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rates. Pricing estimates available upon request.
10
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11
Exhibit D
eCode360® Service Level Agreement
Provided by General Code for eCode360 (the Product). Last Updated 6/17/2025
Support Availability and Channels
Support Type
Regular Support Hours
Channels
Monday - Friday
Description
Ist
General Code Action
email: eCodeHeli)2 generalcode.com
Standard
8:OOAM - 8:OOPM (Eastern Time Zone)
Incident represents
phone: 1-800-8336-8834
Incident response process is
Excluding Federal Holidays
complete unavailability of
Technical Support Severity Level Definitions
eCode3600 Service Level Agreement Page 1 of 3
Time to
Severity Level
Description
Ist
General Code Action
Response
Incident represents
Incident response process is
Level 1
complete unavailability of
Within 15
initiated upon verification. Work
EMERGENCY
the Product for all users,
Minutes
on a resolution begins
and no workaround is
immediately.
available
Incident occurs when a
Incident response process is
major feature of the
initiated upon verification.
Level
product is not working or
Within 1.5
Situation is evaluated as to whether
SEVERELY
fails repeatedly and there
Minutes
a solution or acceptable work
IMPAIRED
is no workaround
around can be achieved. Work on a
available
resolution begins once the
evaluation is complete.
Incident occurs when a
Upon verification, issue is logged
primary feature of the
and work on resolution begins
Level 3
Product is not working as
Within 1
within 1 business day. If the issue
IMPAIRED
expected and an
Hour
is reported after hours, it will not
acceptable workaround is
be evaluated until the next business
available
day.
Upon verification, issue is logged
Incident that has a limited
and work on resolution is
Level 4 LOW
business impact; primary
Within 2-4
prioritized based on severity. If the
IMPACT
functionality is unaffected
Hours
issue is reported after hours, it will
not be evaluated until the next
business day.
eCode3600 Service Level Agreement Page 1 of 3
Exhibit D
General Code shall use commercially reasonable efforts to resolve incidents affecting the
Product. Incidents that require debugging of programming code may need to be corrected
during the next regular upgrade cycle. Resolution time will be based on the details and severity
of an incident.
Product Availability
Term
Definition
Ability of a user to access the Product via the internet. General Code uses
Availability
industry -standard third -party monitoring to measure Availability through
URL monitoring (HTTP)
Available
Hours of
Twenty-four hours a day, seven days per week, minus scheduled downtime
Operation
Maintenance
Updates, upgrades, bug fixes, and patches to the Product.
Scheduled
The period when the Product may be inaccessible to permit General Code to
Downtime
perform Maintenance services
The downtime arising from causes beyond the reasonable direct control of
General Code, such as events caused by Client's action or inaction, force
Service
majeure, interruption or failure of digital transmission links or
Disruption
telecommunications, certificate expirations, hostile network attacks, issues
arising with customer Domain Name Systems (DNS), or Client Web
Application Firewall (WAF).
Unscheduled
Any time after the first five minutes of downtime where the Product is not
Downtime
Available in any way.
General Code will use commercially reasonable efforts to make the Product available 99.9% of
the Available Hours of Operation, calculated on a calendar quarter basis, as follows:
[(Total time in a quarter - Unscheduled Downtime - Scheduled Downtime -
Service Disruption) / (Total time in a quarter - Scheduled Downtime - Service
Disruption)] * 100
Reasonable efforts are made to avoid Scheduled Downtime to perform Maintenance. However,
in circumstances where Scheduled Downtime is required, it will be scheduled on weekend days
during evening hours (Eastern Time Zone).
Product notifications for any Unscheduled Downtime or Service Disruption exceeding or
estimated to exceed 30 minutes will be posted to generalcode.com and will occur within one (1)
hour from the time the issues are first recognized by General Code.
Reports of Unscheduled Downtime will be provided upon request up to once per calendar
quarter.
eCode3600 Service Level Agreement Page 2 of 3
Exhibit D
Outage Credit
Any credit provided within this Technical Support and Availability document will be referred to
as an Outage Credit. Outage Credits are calculated once per calendar quarter upon request. If
applicable, Outage Credits are applied as a credit to the customer's following renewal term for
the customer's affected Product.
Outage Credit is available solely to the extent Unscheduled Downtime created Level 1
EMERGENCY or Level 2 SEVERELY IMPAIRED issues for the Product. Unscheduled
Downtime does not include Service Disruption. In no event shall any credit for a calendar quarter
exceed the seven (7) days of Outage Credit. General Code shall have the ability to determine at
its reasonable discretion whether Unscheduled Downtime has occurred.
Outage Credit as follows:
Site Outage per Quarter
Amount of Outage Credit
>99.9%
No Outage Credit
99.8-98.0%
1 day credit
97.9-97%
3 days credit
96.9% or less
7 days credit
eCode3600 Service Level Agreement Page 3 of 3
Exhibit D
City of Tukwila Security Requirements
Introduction
During the term of this agreement, Contractor shall operate an information security program
designed to meet the confidentiality, integrity, and availability requirements of the service or
product being supplied. The program shall include at a minimum the following security measures.
Governance
1. Information Security Policy: Contractor shall develop, implement, and maintain an
information security policy and shall communicate the policy to all staff and contractors.
2. Information Security Accountability. Contractor shall appoint an employee of at least
manager level who shall be accountable for the overall information security program.
3. Risk Management: Contractor shall employ a formal risk assessment process to identify
security risks which may impact the products or services being supplied, and mitigate risks
in a timely manner commensurate with the risk.
Asset Management
4. Asset Inventory: Contractor shall maintain an inventory of all hardware and software
assets, including asset ownership.
5. Data Classification: Contractor shall develop, implement, and maintain a data
classification scheme and process designed to ensure that data is protected according to
its confidentiality requirements.
Supply Chain Risk Management
6. Supplier Security Assessments: Contractor shall engage in appropriate due diligence
assessments of potential suppliers which may impact the security of the services or
products being supplied.
7. Security in Supplier Agreements: Contractor shall ensure that agreements with
suppliers who may impact the security of the services or products being supplied contain
appropriate security requirements.
Human Resource Security
8. Information Security Awareness: Contractor shall develop and implement an
information security awareness program designed to ensure that all employees and
contractors receive security education as relevant to their job function.
9. Background Checks: Contractor shall conduct appropriate background checks on all
new employees based on the sensitivity of the role that they are being hired for.
Identity Management, Authentication and Access Control
10. Authentication: Contractor shall ensure that all access, by employees or contractors, to
its information systems used to provide services or products being supplied shall require
appropriate authentication controls that at a minimum will include:
TIS EXH—Security Requirements 02-2021 Page 1 of 3
a. Strong passwords or multi -factor authentication for users
b. Multi -factor authentication for all remote access
11. Authorization: Contractor shall ensure that all access to its information systems used to
provide services or products being supplied shall be approved by management.
12. Privileged Account Management: Contractor shall appropriately manage and control
privileged accounts on its information systems that at a minimum will include:
a. Use of dedicated accounts for privileged activity
b. Maintaining an inventory of privileged accounts
13. Access Termination: Contractor shall develop and maintain a process designed to
ensure that user access is revoked upon termination of employment, or contract for
contractors.
Data Security
14. Encryption: Contractor shall ensure that all laptops, mobile devices, and removable
media, including those that are owned by Contractor employees or contractors, which may
be used to store, process, or transport organizational data are encrypted at all times.
µ� 11 u11'ig d l lou u . I hu w it � uuuir wn uti..ruY7l a iay II it a Cliv .l ul a ul r 1. ,ir a ui '., pectei.J tilt -11
�Iocissess any 1101°uf iiiJe Pial cir s ii islJve orgainlzafioii 4 iiata�
15. Secure Disposal: Contractor shall ensure that all media which may be used to store,
process, or transport organizational data is disposed of in a secure manner. .SiCopllirli l
i.udeflurrIII�u a uuuu wu u l u�u II a ��°� +.,1 uI _ ala lir u, u l ., Il +.,1I nuuh
ii�:�ci iiifide infi l cir urrlifly rgairnli afiio I ,SII
� uu�Il ��; int,.
System Acquisition, Development and Maintenance
16. Security Requirements: Contractor shall ensure that information security requirements
are defined for all new information systems, whether acquired or developed.
17. Separation of Environments: Contractor shall ensure that development and testing
environments are separate from their production environment.
18. Data Anonymization: Contractor shall ensure that the City of Tukwila's data will not be
used in the development or testing of new systems unless the data is appropriately
anonymized.
19. Secure Coding: Contractor shall ensure that all applications are developed with secure
coding practices, including OWASP Top 10 Most Critical Web Application Security Risks.
Physical and Environmental Security
20. Risk Assessment: Contractor shall use a formal risk assessment methodology to identify
physical and environmental threats and shall implement controls to minimize the risks.
TIS EXH—Security Requirements 02-2021 Page 2 of 3
Information Protection Processes and Procedure
21. Hardening: Contractor shall develop and implement security configuration baselines for
all endpoint and network devices types.
22. Network Segregation: Contractor shall segregate its network into zones based on trust
levels, and control the flow of traffic between zones.
23. Anti-Malware: Contractor shall ensure that all information systems that are susceptible
to malware are protected by up-to-date anti-malware software.
24. Wireless Access Control: Contractor shall ensure that wireless network access is
protected, including at a minimum:
a. All wireless network access should be encrypted
b. All wireless network access to the production network should be authenticated using
multi -factor authentication such as machine certificates
c. Wireless network access for personal devices and guest access should be segregated
from the production network
25. Patching: Contractor shall evaluate, test, and apply information system patches in a
timely fashion according to their risk.
26. Backup and Recovery: Contractor shall implement a backup and recovery process
designed to ensure that data can be recovered in the event of unexpected loss.
Protective Technology
27. Logging: Contractor shall ensure that security event logging requirements have been
defined, and that all information systems are configured to meet logging requirements.
28. Intrusion Detection: Contractor shall deploy intrusion detection or prevention systems
at the network perimeter.
29. URL Filtering: Contractor shall deploy tools to limit web browsing activity based on URL
categories.
30. Denial of Service Protection: Contractor shall deploy controls to detect and mitigate
denial of service attacks.
Security Continuous Monitoring
31. Security Monitoring: Contractor shall deploy automated tools to collect, correlate, and
analyze security event logs from multiple sources, and monitor them for suspected
security incidents.
32. Vulnerability Assessments: Contractor shall conduct vulnerability assessments against
all Internet -facing information systems on a regular basis, no less often than quarterly.
33. Penetration Testing: Contractor shall perform penetration tests on all web applications
and services, in accordance with standard penetration testing methodologies, on a regular
basis, no less often than annually.
Information Security Incident Management
34. Incident Response: Contractor shall develop, implement, and maintain an information
security incident response process, and will test the process on a regular basis, no less
often than annually.
TIS EXH—Security Requirements 02-2021 Page 3 of 3
Exhibit E
Data Protection and Information Security
This Data Protection and Information Security Exhibit ("Exhibit") is an attachment to the
Agreement and sets forth the data protection and information security requirements of City of
Tukwila. This Exhibit includes by reference the terms and conditions of the Agreement. In the
event of any inconsistencies between this Exhibit and the Agreement, the parties agree that the
terms and conditions of the Exhibit will prevail. Throughout the term of the Agreement and for as
long as Contractor controls, possesses, stores, transmits, or processes Confidential Information
as part of the Services provided to City of Tukwila, Contractor will comply with the requirements
set forth in this Exhibit. Any breach of this Exhibit will be deemed a material breach under the
Agreement.
1. Definitions
"Authorized Personnel" for the purposes of this Exhibit, means Contractor's employees or
subcontractors who: (i) have a need to receive or access Confidential Information or Personal
Information to enable Contractor to perform its obligations under the Agreement; and (ii) are
bound in writing with Contractor by confidentiality obligations sufficient for the protection of
Confidential Information and Personal Information in accordance with the terms and conditions
set forth in the Agreement and this Exhibit.
"Common Software Vulnerabilities" (CSV) are application defects and errors that are commonly
exploited in software. This includes but is not limited to:
(i) The CWE/SANS Top 25 Programming Errors – see http://cwe.mitre.org/top25/ and
http://www.sans.org/top25-software-errors/
(ii) The Open Web Application Security Project's (OWASP) "Top Ten Project" – see
httr)://www.owasio.org
"Confidential Information" means certain non-public proprietary information that has economic
value and is protected with reasonable safeguards to maintain its secrecy. Confidential
Information may include, but is not limited to any financial data, business and other plans,
specifications, equipment designs, electronic configurations, design information, product
architecture algorithms, quality assurance plans, inventions (whether or not the subject of pending
patent applications), ideas, discoveries, formulae, models, requirements, standards, trade and
manufacturing secrets, drawings, samples, devices, demonstrations, technical information, all
Personal Information as defined in RCW 42.56.590 that come within the Contractor's possession
in the course of performance under this Agreement, as well as any and all intellectual and
industrial property rights contained therein or in relation thereto; provided that, Personal
Information shall remain Confidential Information even if at the time of disclosure or collection, or
later, it is or becomes known to the public.
"Industry Standards" mean generally recognized industry standards, best practices, and
benchmarks including but not limited to:
(i) Payment Card Industry Data Security Standards ("PCI DSS") – see
htti3://www.i3cisecuritystandards.org/
(ii) National Institute for Standards and Technology – see http://csrc.nist.gov/
(iii) ISO/ IEC 27000 -series –see httK)://www.iso27001security.com/
TIS EXH—Data Protection and Info Security 02-2021 Page 1 of 10
(iv) COBIT 5 – http://www.isaca.org/cobit/
(v) Cyber Security Framework – see http://www.nist.gov/cyberframework/
(vi) Cloud Security Alliance – see https://cloudsecurityalliance.org/
(vii) Other standards applicable to the services provided by Contractor to City of Tukwila
"Information Protection Laws" mean all local, state, federal and international laws, standards,
guidelines, policies, regulations and procedures applicable to Contractor or City of Tukwila
pertaining to data security, confidentiality, privacy, and breach notification.
"Personal Information" also known as Personally Identifiable Information (PII), is defined in RCW
42.56.590 and includes information of City of Tukwila customers, employees and subcontractors
or their devices gathered or used by Contractor that can be used on its own or combined with
other information to identify, contact, or locate a person, or to identify an individual or his or her
device in context. Examples of Personal Information include name, social security number or
national identifier, biometric records, driver's license number, device identifier, IP address, MAC
address, either alone or when combined with other personal or identifying information which is
linked or linkable to a specific individual or device, such as date and place of birth, mother's
maiden name, etc.
"Security Incident" is any actual or suspected occurrence of:
(i) Unauthorized access, use, alteration, disclosure, loss, theft of, or destruction of
Confidential Information or the systems / storage media containing Confidential
Information
(ii) Illicit or malicious code, phishing, spamming, spoofing
(iii) Unauthorized use of, or unauthorized access to, Contractor's systems
(iv) Inability to access Confidential Information or Contractor systems as a result of a
Denial of Service (DOS) or Distributed Denial of Service (DDOS) attack
(v) Loss of Confidential Information due to a breach of security
"Security Vulnerability" is an application, operating system, or system flaw (including but not
limited to associated process, computer, device, network, or software weakness) that can be
exploited resulting in a Security Incident.
2. Roles of the Parties and Compliance with Information Protection Laws
As between City of Tukwila and Contractor, City of Tukwila shall be the principal and Contractor
shall be its agent with respect to the collection, use, processing and disclosure of all Confidential
Information. The Parties shall comply with their respective obligations as the principal (e.g., data
owner/controller/covered entity) and agent (e.g., data processor/business associate/trading
partner) under all Information Protection Laws. The Parties acknowledge that, with respect to all
Confidential Information processed by Contractor for the purpose of providing the Services under
this Agreement:
a. City of Tukwila shall determine the scope, purpose, and manner in which such
Confidential Information may be accessed or processed by Contractor, and Contractor
shall limit its access to or use of Confidential Information to that which is necessary to
TIS EXH—Data Protection and Info Security 02-2021 Page 2 of 10
provide the Services, comply with applicable laws, or as otherwise directed by City of
Tukwila,
b. Each party shall be responsible for compliance with Information Protection Laws in
accordance with their respective roles; and
Contractor and City of Tukwila shall implement the technical and organizational
measures specified in this Exhibit and any additional procedures agreed upon pursuant
to a Statement of Work ("SOW") to protect Confidential Information against unauthorized
use, destruction or loss, alteration, disclosure or access.
3. General Security Requirements
Contractor will have an information security program that has been developed, implemented and
maintained in accordance with Industry Standards. At a minimum, Contractor's information
security program will include, but not be limited to, the following elements:
3.1 Information Security Program Management. Contractor will have or assign a qualified
member of its workforce or commission a reputable third -party service provider to be
responsible for the development, implementation and maintenance of Contractor's
enterprise information security program.
3.2 Policies and Standards. To protect City of Tukwila Confidential Information, Contractor
will implement and maintain reasonable security that complies with Information Protection
Laws and meets data security Industry Standards.
a. Security Policies and Standards. Contractor will maintain formal written information
security policies and standards that:
(i) Define the administrative, physical, and technological controls to protect the
confidentiality, integrity, and availability of Confidential Information, City of Tukwila
systems, and Contractor systems (including mobile devices) used in providing
Services to City of Tukwila
Encompasses secure access, retention, and transport of Confidential Information
(iii) Provide for disciplinary or legal action in the event of violation of policy by
employees or Contractor subcontractors and vendors
(iv) Prevent unauthorized access to City of Tukwila data, City of Tukwila systems, and
Contractor systems, including access by Contractor's terminated employees and
subcontractors
(v) Employ the requirements for assessment, monitoring and auditing procedures to
ensure Contractor is compliant with the policies
(vi) Conduct an annual assessment of the policies, and upon City of Tukwila written
request, provide attestation of compliance.
b. In the SOW or other document, Contractor will identify to City of Tukwila all third -party
vendors (including those providing subcontractors to Contractor) involved in the
provision of the Services to City of Tukwila, and will specify those third -party vendors
that will have access to Confidential Information.
TIS EXH—Data Protection and Info Security 02-2021 Page 3 of 10
3.3 Security and Privacy Training. Contractor, at its expense, will train new and existing
employees and subcontractors to comply with the data security and data privacy obligations
under this Agreement and this Exhibit. Ongoing training is to be provided at least annually
and more frequently as appropriate or requested by City of Tukwila. City of Tukwila may
provide specific training material to Contractor to include in its employee/subcontractor
training.
3.4 Access Control. Contractor will ensure that City of Tukwila Confidential Information will be
accessible only by Authorized Personnel after appropriate user authentication and access
controls (including but not limited to two -factor authentication) that satisfy the requirements
of this Exhibit. Each Authorized Personnel shall have unique access credentials and shall
receive training which includes a prohibition on sharing access credentials with any other
person. Contractor should maintain access logs relevant to City of Tukwila Confidential
Information for a minimum of six years or other mutually agreed upon duration.
3.5 Data Backup. The parties shall agree in an SOW or other document upon the categories
of City of Tukwila Confidential Information that are required to be backed up by Contractor.
Unless otherwise agreed to in writing by City of Tukwila, backups of City of Tukwila
Confidential Information shall reside solely in the United States. For the orderly and timely
recovery of Confidential Information in the event of a service interruption:
a. Contractor will store a backup of Confidential Information at a secure offsite facility and
maintain a contemporaneous backup of Confidential Information on-site to meet needed
data recovery time objectives.
b. Contractor will encrypt and isolate all City of Tukwila backup data on portable media
from any backup data of Contractor's other customers.
3.6 Business Continuity Planning (BCP) and Disaster Recovery (DR). Contractor will
maintain an appropriate business continuity and disaster recovery plan to enable Contractor
to adequately respond to, and recover from, business interruptions involving City of Tukwila
Confidential Information or services provided by Contractor to City of Tukwila.
a. At a minimum, Contractor will test the BCP and DR plan annually, in accordance with
Industry Standards, to ensure that the business interruption and disaster objectives set
forth in this Exhibit have been met and will promptly remedy any failures. Upon City of
Tukwila's request, Contractor will provide City of Tukwila with a written summary of the
annual test results.
b. In the event of a business interruption that activates the BCP and DR plan affecting the
Services or Confidential Information of City of Tukwila, Contractor will notify City of
Tukwila's designated Security Contact as soon as possible.
c. Contractor will allow City of Tukwila or its authorized third party, upon a minimum of 30
days' notice to Contractor's designated Security Contact, to perform an assessment of
Contractor's BCP and DR plan once annually, or more frequently if agreed to in an SOW
or other document. Following notice provided by City of Tukwila, the parties will meet
to determine the scope and timing of the assessment.
TIS EXH—Data Protection and Info Security 02-2021 Page 4 of 10
3.7 Network Security. Contractor agrees to implement and maintain network security controls
that conform to Industry Standards including but not limited to the following:
a. Firewalls. Contractor will utilize firewalls to manage and restrict inbound, outbound and
internal network traffic to only the necessary hosts and network resources.
b. Network Architecture. Contractor will appropriately segment its network to only allow
authorized hosts and users to traverse areas of the network and access resources that
are required for their job responsibilities.
c. Demilitarized Zone (DMZ). Contractor will ensure that publicly accessible servers are
placed on a separate, isolated network segment typically referred to as the DMZ.
d. Wireless Security. Contractor will ensure that its wireless network(s) only utilize strong
encryption, such as WPA2.
e. Intrusion Detection/Intrusion Prevention (IDS/IPS) System. Contractor will have an IDS
and/or IPS in place to detect inappropriate, incorrect, or anomalous activity and
determine whether Contractor's computer network and/or server(s) have experienced
an unauthorized intrusion.
3.8 Application and Software Security. Contractor, should it provide software applications or
Software as a Service (SaaS) to City of Tukwila, agrees that its product(s) will remain secure
from Software Vulnerabilities and, at a minimum, incorporate the following:
a. Malicious Code Protection. Contractor's software development processes and
environment must protect against malicious code being introduced into its product(s)
future releases and/or updates.
b. Application Level Security. Contractor must use a reputable third party to conduct
static/manual application vulnerability scans on the application(s) software provided to
City of Tukwila for each major code release or at the time of contract renewal. An
internally produced static/manual test from the Contractor will not be accepted. Results
of the application testing will be provided to City of Tukwila in a summary report and
vulnerabilities categorized as Very High, High or that have been identified as part of the
OWASP Top 10 and SANS Top 25 within 10 weeks of identification.
c. Vulnerability Management. Contractor agrees at all times to provide, maintain and
support its software and subsequent updates, upgrades, and bug fixes such that the
software is and remains secure from Common Software Vulnerabilities.
d. Logging. Contractor software that controls access to Confidential Information must log
and track all access to the information.
e. Updates and Patches. Contractor agrees to promptly provide updates and patches to
remediate Security Vulnerabilities that are exploitable. Upon City of Tukwila's request,
Contractor shall provide information on remediation efforts of known Security
Vulnerabilities.
3.9 Data Security. Contractor agrees to preserve the confidentiality, integrity and accessibility
of City of Tukwila Confidential Information with administrative, technical and physical
measures that conform to Industry Standards that Contractor then applies to its own
systems and processing environment. Unless otherwise agreed to in writing by City of
Tukwila, Contractor agrees that any and all City of Tukwila Confidential Information will be
stored, processed, and maintained solely on designated systems located in the continental
United States. Additionally:
TIS EXH—Data Protection and Info Security 02-2021 Page 5 of 10
a. Encryption. Contractor agrees that all City of Tukwila Confidential Information and
Personal Information will be encrypted with a Federal Information Processing Standard
(FIPS) compliant encryption product, also referred to as 140-2 compliant. Symmetric
keys will be encrypted with a minimum of 128 -bit key and asymmetric encryption
requires a minimum of 1024 bit key length. Encryption will be utilized in the following
instances:
• City of Tukwila Confidential Information and Personal Information will be stored on
any portable computing device or any portable storage medium.
• City of Tukwila Confidential Information and Personal Information will be
transmitted or exchanged over a public network.
b. Data Segregation. Contractor will segregate City of Tukwila Confidential Information
and Personal Information from Contractor's data and from the data of Contractor's other
customers or third parties.
3.10 Data Re -Use. Contractor agrees that any and all data exchanged shall be used expressly
and solely for the purposes enumerated in the Agreement. Data shall not be distributed,
repurposed or shared across other applications, environments, or business units of
Contractor. Contractor further agrees that no Confidential Information of any kind shall be
transmitted, exchanged or otherwise passed to other parties except on a case-by-case basis
as specifically agreed to in writing by City of Tukwila.
3.11 Data Destruction and Data Retention. Upon expiration or termination of this Agreement
or upon City of Tukwila's written request, Contractor and its Authorized Personnel will
promptly return to City of Tukwila all City of Tukwila Confidential Information and/or securely
destroy City of Tukwila Confidential Information. At a minimum, destruction of data activity
is to be performed according to the standards enumerated by the National Institute of
Standards, Guidelines for Media Sanitization – see httr):Hcsrc.nist.gov/. If destroyed, an
officer of Contractor must certify to City of Tukwila in writing within 10 business days all
destruction of City of Tukwila Confidential Information. If Contractor is required to retain any
City of Tukwila Confidential Information or metadata to comply with a legal requirement,
Contractor shall provide notice to both the general notice contact in the Agreement as well
as City of Tukwila's designated Security Contact.
3.12 Right to Audit. Upon a minimum of 30 days' written notice to Contractor, Contractor agrees
to allow City of Tukwila or a mutually agreed upon independent third party under a Non -
Disclosure Agreement to perform an audit of Contractor's policies, procedures, software,
system(s), and data processing environment at City of Tukwila's expense to confirm
compliance with this Exhibit. Prior to commencement of the audit, the parties will discuss
the scope of the audit and the schedule. Contractor shall provide reasonable support to the
audit team. Upon request Contractor will provide any relevant third party assessment
reports such as SOC 2, PCI DSS Report on Compliance, or ISO 27001 certification. Unless
critical issues are identified during the audit, such audits will be restricted to once in any 12
month period. If issues are identified, Contractor shall provide a remediation plan to City of
Tukwila to remedy such issues at Contractor's expense.
TIS EXH—Data Protection and Info Security 02-2021 Page 6 of 10
3.13 Security Testing. Contractor, at its expense, will allow City of Tukwila to conduct static,
dynamic, automated, and/or manual security testing on its software products and/or
services, hardware, devices, and systems to identify Security Vulnerabilities on an ongoing
basis. Should any vulnerabilities be discovered, Contractor agrees to notify City of Tukwila
and create a mutually agreed upon remediation plan to resolve all vulnerabilities identified.
City of Tukwila has the right to request or conduct additional reasonable security testing
throughout the Term of the Agreement.
4. Security Incident / Data Breach
4.1 Security Contact. The individuals identified below shall serve as each party's designated
Security Contact for security issues under this Agreement.
City of Tukwila Security Contact:
Name Bao Trinh
Address 6300 Southcenter Blvd
Tukwila, WA 98188
Phone 206 396-2741
Email TISDepartment(cD.TukwilaWA.gov
Contractor Security Contact:
Name
Steve Smith
781 Elmgrove Rd
Address
Rochester, NY 14624
Phone
800.836.8834
Email
ssmith2@generalcode.com
TIS EXH—Data Protection and Info Security 02-2021 Page 7 of 10
4.2 Requirements. Contractor will take commercially reasonable actions to ensure that City of
Tukwila is protected against any and all reasonably anticipated Security Incidents, including
but not limited to:
(i) Contractor's systems are continually monitored to detect evidence of a Security
Incident
(ii) Contractor has a Security Incident response process to manage and to take corrective
action for any suspected or realized Security Incident
(iii) Upon request Contractor will provide City of Tukwila with a copy of its Security Incident
policies and procedures. If a Security Incident affecting City of Tukwila occurs,
Contractor, at its expense and in accordance with applicable Information Protection
Laws, will immediately take action to prevent the continuation of the Security Incident.
4.3 Notification. Within eight hours of Contractor's initial awareness of a Security Incident or
other mutually agreed upon time period, Contractor will notify City of Tukwila of the incident
by calling by phone the City of Tukwila Security Contact(s) listed above.
4.4 Investigation and Remediation. Upon Contractor's notification to City of Tukwila of a
Security Incident, the parties will coordinate to investigate the Security Incident. Contractor
shall be responsible for leading the investigation of the Security Incident, but shall cooperate
with City of Tukwila to the extent City of Tukwila requires involvement in the investigation.
Contractor shall involve law enforcement in the investigation if requested by City of Tukwila.
Depending upon the type and scope of the Security Incident, City of Tukwila personnel may
participate in: (i) interviews with Contractor's employees and subcontractors involved in the
incident; and (ii) review of all relevant records, logs, files, reporting data, systems, Contractor
devices, and other materials as otherwise required by City of Tukwila.
Contractor will cooperate, at its expense, with City of Tukwila in any litigation or investigation
deemed reasonably necessary by City of Tukwila to protect its rights relating to the use,
disclosure, protection and maintenance of Confidential Information. Contractor will
reimburse City of Tukwila for actual costs incurred by City of Tukwila in responding to, and
mitigating damages caused by any Security Incident, including all costs of notice and
remediation which City of Tukwila, in its sole discretion, deems necessary to protect such
affected individuals in light of the risks posed by the Security Incident. Contractor will, at
Contractor's own expense, provide City of Tukwila with all information necessary for City of
Tukwila to comply with data breach recordkeeping, reporting and notification requirements
pursuant to Information Protection Laws. Contractor will use reasonable efforts to prevent
a recurrence of any such Security Incident. Additionally, Contractor will provide (or
reimburse City of Tukwila) for at least one year of complimentary access for one credit
monitoring service, credit protection service, credit fraud alert and/or similar services, which
City of Tukwila deems necessary to protect affected individuals in light of risks posed by a
Security Incident.
4.5 Reporting. Contractor will provide City of Tukwila with a final written incident report within
five business days after resolution of a Security Incident or upon determination that the
Security Incident cannot be sufficiently resolved.
TIS EXH—Data Protection and Info Security 02-2021 Page 8 of 10
5. Confidential Information or Personal Information
5.1 Authorized Personnel. Contractor will require all Authorized Personnel to meet
Contractor's obligations under the Agreement with respect to Confidential Information or
Personal Information. Contractor will screen and evaluate all Authorized Personnel and will
provide appropriate privacy and security training, as set forth above, in order to meet
Contractor's obligations under the Agreement. Upon City of Tukwila's written request,
Contractor will provide City of Tukwila with a list of Authorized Personnel. Contractor will
remain fully responsible for any act, error, or omission of its Authorized Personnel.
5.2 Handling of Confidential Information or Personal Information. Contractor will:
a. Keep and maintain all Confidential Information and Personal Information in strict
confidence in accordance with the terms of the Agreement
b. Use and disclose Confidential Information and/or Personal Information solely and
exclusively for the purpose for which the Confidential Information or Personal
Information is provided pursuant to the terms and conditions of the Agreement.
Contractor will not disclose Confidential Information or Personal Information to any
person other than to Authorized Personnel without City of Tukwila's prior written
consent, unless and to the extent required by applicable law, in which case, Contractor
will use best efforts to notify City of Tukwila before any such disclosure or as soon
thereafter as reasonably possible. In addition, Contractor will not produce any
Confidential Information or Personal Information in response to a non -legally binding
request for disclosure of such Personal Information.
5.3 Data and Privacy Protection Laws. Contractor represents and warrants that its collection,
access, use, storage, disposal, and disclosure of Personal Information complies with all
applicable federal, state, local and foreign data and privacy protection laws, as well as all
other applicable regulations and directives.
6. Third Party Security
6.1 Contractor will conduct thorough background checks and due diligence on any third and
fourth parties which materially impact Contractor's ability to provide the products and/or
Services to City of Tukwila as described in the Agreement.
6.2 Contractor will not outsource any work related to its products or the Services provided to
City of Tukwila in countries outside the United States of America, which have not been
disclosed in the Agreement or without prior written approval from City of Tukwila Legal and
Information Security. If Contractor desires to outsource certain work during the Term of the
Agreement, Contractor shall first notify City of Tukwila so that the parties can ensure
adequate security protections are in place with respect to the Services provided to City of
Tukwila.
TIS EXH—Data Protection and Info Security 02-2021 Page 9 of 10
7. Payment Cardholder Data
7.1 If Contractor accesses, collects, processes, uses, stores, transmits, discloses, or disposes
of City of Tukwila and/or City of Tukwila customer credit, debit, or other payment cardholder
information, Contractor agrees to the following additional requirements:
a. Contractor, at its sole expense, will comply with the Payment Card Industry Data
Security Standard ("PCI DSS"), as may be amended or changed from time to time,
including without limitation, any and all payment card industry validation actions (e.g.,
third party assessments, self -assessments, security vulnerability scans, or any other
actions identified by payment card companies for the purpose of validating Contractor's
compliance with the PCI DSS).
b. Contractor will maintain a continuous PCI DSS compliance program. Annually,
Contractor agrees to provide evidence of PCI DSS compliance in the form of a Qualified
Security Assessor ("QSA") Assessment Certificate, a PCI Report on Compliance
("ROC"), or evidence that Contractor is included on the Visa or MasterCard list of PCI
DSS Validated Service Providers.
c. Contractor will ensure that subcontractors approved by City of Tukwila, in accordance
with Section 6.2, comply with and maintain a continuous PCI DSS compliance program
if the subcontractor provides any service on behalf of Contractor that falls within PCI
DSS scope. The Subcontractor must provide evidence of PCI DSS compliance in the
form of a Qualified Security Assessor ("QSA") Assessment Certificate, a PCI Report on
Compliance ("ROC"), or evidence that Subcontractor is included on the Visa or
MasterCard list of PCI DSS Validated Service Providers.
d. Contractor will immediately notify City of Tukwila if Contractor is found to be non-
compliant with a PCI DSS requirement or if there is any breach of cardholder data
impacting City of Tukwila or its customers.
8. Changes
In the event of any change in City of Tukwila's data protection or privacy obligations due to
legislative or regulatory actions, industry standards, technology advances, or contractual
obligations, Contractor will work in good faith with City of Tukwila to promptly amend this
Exhibit accordingly.
TIS EXH—Data Protection and Info Security 02-2021 Page 10 of 10
Exhibit F
Authorization and Agreement
The City of Tukwila, eMigrate, February 11, 2025
Cai'°Hivarsliian II''IIrc)iect II'3Irl e $2,990
TrackBack Ant-tual Matnlenance $350 (t)illed w4h arrrtual eC"ooe,56) dr e)
and $250 oneVrre f6e $600
Ill 111 llll 111 �u 111 lii 111SIII ieddk,� SdIectk�)ln
Based on our experience of legislative activity, we will use a Quarterly Supplement Schedule for
future updates to the Code after this project is complete. If you would prefer a different schedule,
please select from the options below:
11 Electronic monthly supplementation (Annual Print)
`1�`VUII VIII�nvestI�i ent
Including all of the options selected above, the total project price will be: $2,990
The City of Tukwila, Washington, hereby agrees to the procedures outlined above, and to General
Code's Codification Terms and Conditions, which are available at
uurlrja (attached)
City of Tukwila, King County, Washington
[ Sig"Id by.
By:
Title: City Clerk
Date: 6/30/2025 1 4:17 PM PDT
GENERAL CODE, LLC
By: Q PW777 J . . ... ... . . n 773 71") 2 5 1 6 ;1 3 E D`7
Title. VP of Client Engagement
Date: 06/30/2025
Sig..d by.
Witnessed by:
Title: Deputy City Clerk
Date: 6/30/2025 1 4:36 PM PDT
Witnessed by: La" Eaw..�
Title: Proposal Publishing Associate
Date: 6/30/2025
Scan and email the completed form to contracts@generalcode.com. You may also return it by mail
to General Code, 781 Elmgrove Road, Rochester, NY 14624.
12
TERMS AND CONDITIONS
LAW AND ORDINANCE CODIFICATION, SUPPLEMENTATION
SERVICES AND ONLINE CODE HOSTING AND UPDATES
These Terms and Conditions, together with the Proposal (the "Proposal"), constitute a legally binding
agreement (this "Agreement") between the MUNICIPALITY/Licensee (the "Municipality") and General Code,
LLC, Quality Code Publishing, LLC or Code Publishing, LLC (collectively, the "Company").
1. Responsibility of The Company.
The Company shall be responsible for the performance of the services provided for in this Agreement in
accordance with the "Performance Schedule." The Company shall be responsible for the correctness and
accuracy of its work, based upon the material and information supplied by the Municipality, as reflected in the
completed codification, supplementation and online hosted code updates delivered to the Municipality.
Regardless of the Municipality's acceptance of completed materials when delivered, the Company shall correct
errors found either by the Municipality or the Company. See "Warranties; Limitations" for the Company's
liability for all services.
2. Responsibility of the Municipality.
The Municipality shall be responsible for the correctness and accuracy of the information it supplies to the
Company (-Municipality Content"). By acquiring an online hosted code, the Municipality hereby requests that
Municipality Content be posted online, and the Municipality will be responsible for the presentation, accuracy
and completeness of the Municipality Content provided, and the Company will be entitled to post that
Municipality Content without review or editing. Further, the Municipality is responsible for providing the
Company with timely decisions and answers to questions raised by the Company, for inclusion of sufficient
funds in the budget to pay the Company for services, and for the prompt payment of invoices. The Municipality
shall also be responsible for completing its work in accordance with the "Performance Schedule."
3. Responsibility of the Municipality's Counsel.
In conjunction with the services rendered by the Company and the work of the Municipality and the Company,
any and all questions requiring legal advice or opinion, analysis of legislation for legal sufficiency,
interpretation of cases or statute, etc., shall be directed by the Municipality and the Company to the
Municipality's counsel. At the request of the Municipality or its counsel, the Company shall make available to
the Municipality's counsel information in its possession relating to legal issues or opinions obtained during its
work with other municipalities, as well as sample copies of legislation as requested by the Municipality.
4. Protection of Confidential Information.
During the time this Agreement is in effect, both the Municipality and the Company may have access to or
receive information that is of a confidential nature. This information may include data relating to client
information, products, product development, designs, processes, systems, computer software, computer
hardware, methods of production, costs, pricing, finances, sales or marketing plans, customers, business
partners, vendors, vendor prospects, employees and municipal records and data. All such information, including
any materials embodying such information, whether disclosed orally or otherwise and whether or not marked
"Confidential" or "Proprietary," will be considered by officials of the Municipality and by the Company and
the Company's employees as proprietary and confidential. Both the Municipality and the Company will use
reasonable efforts to protect the confidentiality of the other's Confidential Information but in no case less than
the same efforts as it uses to protect its own confidential information and will not use any Confidential
Information of the other for any purpose other than fulfilling its obligations under this Agreement.
5. Indemnification.
The Municipality hereby agrees to indemnify, defend and hold the Company harmless from and against any
and all liability, losses, costs, and expenses (including reasonable attorneys' fees) incurred by the Company in
connection with any claim arising out of or relating to:
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A. The Municipality's use of online code;
B. The content, the quality, or the performance of Municipality Content;
C. The Municipality's violation of this Agreement; or
D. The Municipality's violation of the rights of any other person or entity.
Subject to the limitations and exclusions set forth in this agreement, General Code shall release, indemnify,
defend and hold harmless the Client, its officers, employees, and representatives from and against any and all
third -party demands, liabilities, losses, damages, expenses (including reasonable attorney's fees) and judgments
for any personal injuries, death, or property damage in any way relating to or arising from the negligent
performance of General Code under this Contract.
6. Municipality Primary Contact.
The Municipality shall identify, and name, an appropriate individual, with corresponding contact information,
including electronic mail address, as the "Primary Contact" with whom the Company should communicate
matters regarding the online code, such as maintenance notifications, and who has the authority to make requests
including release of Municipality data, both internally to the Company and to the Municipality, restoration of
data, and other configuration changes.
7. System Monitoring.
The Company will not systematically monitor Municipality Content, but the Company reserves the right to
review Municipality Content from time to time at its discretion. The Company reserves the right to (a) disable
access to or delete any Municipality Content which it determines in its sole discretion (such discretion to be
exercised in good faith) to be illegal, obscene, threatening, defamatory, fraudulent, infringing, harassing, or
otherwise offensive, and (b) disable access to or delete any other Municipality Content under justified exigent
circumstances, as such circumstances are determined in good faith by the Company.
S. Payment Terms.
All invoices will be processed in accordance with the Payment Schedule set forth in the Proposal. However,
the Municipality may choose to pay in advance of Payment Schedule for products and services provided in this
Agreement, if so desired. In such a case, the Company shall hold the funds on account and draw from them in
accordance with the Payment Schedule until the Contract is completed, or for up to 12 months, whichever is
later. If any funds remain on account after 12 months, or end of Contract, the Company will contact the
Municipality regarding disposition of said funds. Unless otherwise specified in the Payment Schedule, all
payments shall be made within 30 days of receipt of the invoice/voucher. The Municipality shall not discount
nor withhold any portion of the amount for any reason. The Company reserves the right to issue progress
billings for services that span several months.
9. Software.
A. DEFINITIONS
(i) "Licensed Program" shall mean the Company software product eCode36W` and any other software
product provided to the Municipality by the Company or its affiliates or licensors pursuant to the Proposal.
(ii) "Update" means a new release of the Licensed Software made available by the Company to its
customers, containing bug fixes and minor modifications or enhancements, but not a new version containing
significant new features, as determined by the Company in its sole discretion.
(iii) "Use" shall mean accessing, downloading, copying or duplication of any portion of a Licensed Program
from the Internet, storage units or media for processing or the utilization of the Licensed Program for its
intended purpose.
B. LICENSE GRANT
The Company hereby grants the Municipality a non-exclusive, non -transferable, non -licensable, non -
assignable license to Use the Licensed Program.
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C. PROPRIETARY RIGHTS; RESTRICTIONS
The Licensed Program is owned by the Company and/or its affiliates and/or licensors and is copyrighted
and proprietary in nature. The Licensed Program is being licensed, not sold to the Municipality. The
Municipality shall respect such proprietary rights and shall not use such Licensed Program except as
permitted by this Agreement and shall not decompile, disassemble or reverse engineer the Licensed
Program, and shall not sublicense, sell, distribute, rent, or disclose the Licensed Program, in whole or in
part, in whatever form without the express written permission of the Company. The Municipality will not
use the Licensed Program to take any actions that (i) infringe on any third party's copyright, patent,
trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violate any applicable
law, statute, ordinance or regulation (including those regarding export control); or (iii) are defamatory, trade
libelous, threatening, harassing, or obscene.
D. LIMITED WARRANTY; LIMIT OF LIABILITY
(i) Limited Warranty. The Company warrants to the Municipality that the Licensed Program will perform
substantially in accordance with the accompanying written materials for a period of one year from the date
of receipt. The Company's entire liability and the Municipality's exclusive remedy shall be, at the
Company's option, either repair or replacement of the Licensed Program that does meet this Limited
Warranty. Claims under this Limited Warranty must be received by the Company during the one year
period. Any repaired or replaced Licensed Program shall be warranted for the remainder of the original one
year warranty period or 30 days from the date of receipt, whichever is longer. This Limited Warranty applies
only to the Municipality and does not apply to failures caused by abuse, misuse or casualty loss, including
power outages and surges.
(II) NO OTHER WARRANTY. THE COMPANY DOES NOT WARRANT THAT THE LICENSED
PROGRAM IS FREE FROM ALL BUGS, ERRORS AND OMISSIONS. EXCEPT FOR THE
LIMITED WARRANTY SET FORTH IN SUBSECTION D(I) , THE COMPANY MAKES NO
OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH
REGARD TO ANY LICENSED PROGRAM AND/OR RELATED MATERIALS TO BE
FURNISHED BY THE COMPANY.
(iii) Limitation of Liability. In no event shall the Company be liable for any lost profits, revenues, use,
opportunities, or data, or any indirect, special, punitive or consequential damages in connection with or
arising out of this Agreement or the existence, furnishing, failure to furnish, or use of the Licensed Program
and/or related material and/or device. In any case, the Company's total liability shall be limited to the price
paid by the Municipality for the Licensed Program.
E. MAINTENANCE OF LICENSED PROGRAM
(i) Fees for Maintenance. Upon termination of the warranty period specified in subsection D(i), The
Company will invoice the Municipality for maintenance services for the twelve (12) months following
expiration of the warranty period. If the Municipality pays the annual maintenance fee within thirty (30)
days after invoice, the Company shall provide such maintenance services for such twelve (12) month period.
If the Municipality does not timely pay the annual maintenance fee, then the Company shall have no further
obligation to provide maintenance or support of the Licensed Program to the Municipality. If the
Municipality pays the first annual maintenance fee, the Company will thereafter invoice Municipality
annually for the maintenance fee for so long as the Municipality pays the annual maintenance fee. If the
Municipality timely pays the annual maintenance fee, the Company's maintenance services shall continue
for that annual period. If the Municipality does not timely pay the annual maintenance fee, then the
Company shall have no further obligation to provide maintenance or support to the Municipality, and the
Company may terminate this Agreement pursuant to Section 1213. If the Municipality allows the
maintenance services to lapse, it may not reinstate maintenance services unless it first pays all maintenance
fees for the lapsed period.
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(ii) Updates. During any annual period for which the Municipality has paid the annual maintenance fee, the
Municipality shall be provided with any Updates produced by the Company at no additional charge. Nothing
herein shall convey any rights to the Municipality with respect to any new version of the Licensed Program.
F. TRANSFER OF LICENSE
The Municipality agrees that it shall not assign or transfer this license granted herein without the prior written
consent of The Company.
G. GENERAL
(i) If the Licensed Program is acquired by an agency or other part of the U.S. Government, the Licensed
Program and accompanying written materials are provided with Restricted Rights and use, duplication, or
disclosure by the Government is subject to restrictions as set forth in Rights in General Data Alternative III
at 48 CFR 52.227.14 or in subparagraphs (c) (1) and (2) of the Commercial Computer Program -Restricted
Rights clause at 48 C.F.R. 52.227-19, as applicable.
(ii) This Section 9 is a license of software and is not a sale of goods. Neither Article 2 of the Uniform
Commercial Code or the U.N. Convention on Contracts for the International Sale of Goods shall be
applicable to the Licensed Program.
10. Delivery of Completed Materials.
The Company will deliver completed materials via USPS, UPS, motor freight, air freight, FTP or whichever
method offers the most efficient delivery at the time. Delivery, handling, packaging, insurance and/or shipping
charges will be prepaid by the Company and added to the invoice/voucher for services to be paid by the
Municipality.
11. Title; Copyright.
A. The Municipality will retain all rights, including copyrights, and title to the text of its municipal code (the
"Code") but hereby grants to the Company the right and license to use, reproduce, adapt, distribute, display
and advertise the Code, and to digitize the Code and to prepare, reproduce, publish and sell, distribute,
transmit, perform, display, broadcast, upload, download, communicate to the public, rent, lend or otherwise
transfer or make available or store in any medium a copy of the Code whether or not adapted or abridged
on its own or in combination with any other work by means of or through any electronic medium, including,
digital, optical and magnetic information storage and retrieval platforms or systems, on-line, electronic or
other reproduction, transmission or publication, or by any other means whether now known or subsequently
developed.
B. All computer software and other intellectual property of the Company used in performing its services shall
remain the property of the Company and/or its affiliates and/or licensors. Model building codes and/or
other model codes used by the Company in the Licensed Program or otherwise is performing its services
shall remain the property of the Company and/or its affiliates, and no ownership or other proprietary right
in those model codes is conveyed in the Municipality.
12. Term and Termination.
A. Unless otherwise specified in the Proposal, the initial term of this Agreement, unless sooner terminated as
hereafter provided, shall be for one year, commencing on the date hereof, and will then be automatically
extended for additional successive one-year periods unless either party notifies the other in writing not less
than 90 days prior to the end of the initial term or any extension period that this Agreement will not be
extended. Services and support provided during any extension period will be provided at the Company's
then -current price.
B. If the Municipality fails to pay any amount payable to the Company under this Agreement, including
maintenance fees, when due, the Company may terminate this Agreement upon 30 days prior written notice
to the Municipality. Services and support provided during any extension period will be provided at the
Company's then -current price.
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C. Either party shall have the right to terminate this Agreement with immediate effect if the other party fails
to cure to such party's reasonable satisfaction any material breach or violation of this Agreement within 60
days after such party has given the other written notice thereof.
D. Upon termination, the Company shall promptly return all materials received from the Municipality, and the
Company shall be entitled to receive just and equitable compensation for all services performed prior to the
date of termination.
E. If this Agreement terminates, the Company may, upon ten -days prior notice to the Municipality, cease
hosting on the Company's website the Code and other Municipality Content posted by the Municipality.
F. Section 4, 5, 9C, 9D, 9G, 11, 12, 13 and 15 through 24 shall survive any expiration or termination of this
Agreement.
13. Warranties; Limitations.
A. The Company warrants that the services provided hereunder will be performed by qualified personnel in a
good and workmanlike manner and that any deliverables will be free of material defects. The Company's
liability and the Municipality's exclusive remedy for failure of any set -vice or deliverable to meet this
warranty shall be limited to reperformance, at the Company's cost, of such service or deliverable. The
Company's warranty does not extend to failures arising out of (i) incorrect or insufficient data,
specifications or instructions provided by the Municipality or (ii) work or services performed by others.
B. THE COMPANY DOES NOT WARRANT THAT SOFTWARE WILL BE ERROR FREE OR
WILL OPERATE UNINTERRUPTED. THE FOREGOING WARRANTIES ARE IN LIEU OF
ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR
STATUTORY. IMPLIED WARRANTIES OF FITNESS AND MERCHANTABILITY SHALL
NOT APPLY. THE COMPANY'S WARRANTY OBLIGATIONS AND THE MUNICIPALITY'S
REMEDIES HEREUNDER ARE SOLELY AND EXCLUSIVELY AS STATED HEREIN.
C. The limitations and protections against liability afforded the Company, and its licensors herein shall apply
to any action or claim in connection with the services, whether based on contract, tort, statute or otherwise
(including negligence, warranty and strict liability). The cumulative liability of the Company, and its
licensors for all obligations, warranties and guaranties, whether express or implied, with respect to services
performed hereunder shall be limited to the amount paid to the Company pursuant to this Agreement. The
Company, and its licensors shall not be liable to the Municipality or any other person or entity for lost
profits, revenues, use, opportunities, or data, or any indirect, special, incidental, punitive or consequential
damages arising from the performance or nonperformance of services or the use or inability to use any
software or product, irrespective of whether the claims or actions for such damages are based upon contract,
tort, negligence, strict liability, warranty or otherwise.
D. No action may be maintained or proceeding commenced by the Municipality or others against the Company
or its licensors with respect to the Licensed Program or services unless such action or proceeding is
commenced within one year after completion by the Company of the particular services to which such
action or proceeding relates.
14. Changes.
The Municipality may at any time request changes in the scope of this Agreement. Moreover, the Company
may suggest changes. Where changes are agreed to by the parties, the Company shall issue a Change Order for
the Municipality's review and signature describing the changes as well as the adjustments in schedule and fees
occasioned by the changes in scope. the Company shall not be required to implement any change until the
Municipality has signed and returned the Change Order.
15. Notices.
All notices and other communications which are required or permitted to be given pursuant to this Agreement
shall be in writing and shall be delivered either personally, by facsimile, by reputable overnight courier or by
registered or certified mail and shall be deemed effectively received (i) if delivered in person, on the date of
such delivery, (ii) if transmitted by facsimile, on the date indicated on the sender's receipt of confirmation, (iii)
if delivered by overnight courier, on the next business day following deposit thereof with such overnight courier,
or (iv) if sent by mail, upon the third business day following the deposit thereof, postage prepaid.
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16. Force Majeure.
If any performance by any party shall be prevented, hindered or delayed by reason of any cause beyond the
reasonable control of such party (such event being hereafter called an "event"), including, without limitation,
acts of God, riots, fires, floods, unusually severe weather, curtailment or termination of sources or supplies of
energy or power, inability to obtain or delay in obtaining materials or supplies, strikes or other disputes
involving such party or its subcontractors or suppliers, acts of war, insurrection, civil unrest, terrorism, elevated
risk of terrorism, riot or disorder, acts of governmental authorities, changes in law or regulation, or any other
cause beyond the reasonable control of such party, whether similar or dissimilar to those expressed hereinabove,
such party shall be excused from performance to the extent that its performance is so prevented, hindered or
delayed. Such excuse from performance shall extend so long as the event continues to prevent, hinder or delay
the performance by such party. The party whose performance is affected shall give the other parties notice
within 15 days of the event specifying the event, the performance affected and the anticipated date, if any,
performance can be made.
17. Assignment.
The Company may, without the Municipality's consent, transfer this Agreement, or any of its rights and
obligations under this Agreement, to any of its affiliated entities, including but not limited to International Code
Council, Inc., General Code Enterprises, LLC, and/or TCC Codification, Inc.
18. Disclaimer of Association.
This Agreement shall not be construed as creating a partnership, joint venture, agency or any other association
which would impose upon one party liability for the acts or omission of the other, and neither party shall have
the right to bind the other.
19. No Waiver.
Any failure by either party hereto to enforce at any time any term or condition shall not be considered a waiver
of that party's right thereafter to enforce each and every term and condition.
20. Severability of Provisions.
If any part of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or
unenforceable, that part shall be severed from this Agreement and shall be deemed to have never been a part of
this Agreement and shall not affect the validity of the remainder of this Agreement.
21. Entire Agreement.
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and
supersedes and cancels all previous written and oral agreements and communications relating to the subject
matter.
22. Dispute Resolution.
The parties mutually agree to seek mediation as the preferred alternative of dispute resolution in the event of
any disagreement over the terms of this contract.
23. Governing Law; Jurisdiction.
This Agreement is governed by the laws of Washington, without regard to its conflict of laws doctrine.
Each party consents to the exclusive jurisdiction of the courts sitting in King County, State of Washington
with respect to any disputes arising out of this Agreement. In any action or proceeding arising out of this
Agreement, the prevailing party shall be entitled to recover its reasonable legal fees and expenses.
24. Counterparts; Signatures.
This Agreement may be executed in two or more counterparts, each of which shall, when executed, be deemed
to be an original and all of which shall be deemed to be one and the same instrument. The exchange of copies
of this Agreement, including executed signature pages, by electronic transmission (including pdf or any
electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) will
constitute effective execution and delivery of this Agreement for all purposes.
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