HomeMy WebLinkAboutContractDocuSign Envelope ID: 4FA18D0F-C7C6-4776-B070-9D3B84E428F5
AGREEMENT FOR DIGITAL ASSET MANAGEMENT
(SOFTWARE AS A SERVICES AGREEMENT)
THIS AGREEMENT ("Agreement"), dated for reference purposes only as April 17, 2024, is by and
between the City of Renton (the "City''), a Washington municipal corporation, and Canto, Inc.
("Vendor"), a Delaware corporation. The City and the Vendor are referred to collectively in this
Agreement as the "Parties." Once fully executed by the Parties, this Agreement is effective as of
the last date signed by both parties (the "Effective Date").
1.Scope of Work: Vendor agrees to providing licensing and implementation services for a
digital asset management platform as further described in Exhibit A, which is attached and
incorporated herein and may hereinafter be referred to as the "Work."
2.Changes in Scope of Work: The City, without invalidating this Agreement, may request
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be mutually agreed by the Parties in writing, and, as mutually agreed,
the Compensation shall be adjusted. consistent with the rates set forth in Exhibit A, or as
otherwise mutually agreed by the Parties.
3.Time of Performance: Vendor shall commence performance of the Agreement upon the
Effective Date.
4.Compensation:
A.Amount.
•Recurring Costs. The amount of the Recurring Costs shall be $36,080.00, plus any
applicable state and local sales taxes, for the period starting one year from the
Effective Date. Recurring Costs are to be billed annually and, for the same scope
of Services, are not to exceed an increase of 5% year over year for the first two
years and 10% beyond that with no time limit unless otherwise agreed by both
Parties.
•One-Time Costs. The amount of the One-Time Costs (if any on the applicable order
form), plus any applicable state and local sales taxes, and will be invoiced on the
Effective Date
B.Method of Payment. On an annual basis during any year in which Work is performed,
the Vendor shall submit an invoice in a form reasonably specified by the City, including
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DocuSign Envelope ID: 4FA18D0F-C7C6-4776-B070-9D3B84E428F5
a description of what Work has been performed. Payment shall be made by the City
for Work performed within thirty (30) calendar days after receipt and approval by the
appropriate City representative of the invoice. If the Vendor's performance does not
meet the requirements of this Agreement, and the City has notified Vendor within
thirty (30) days of completion of the Work, the Vendor will correct or modify its
performance to comply with the Agreement. The City may withhold payment for work
that does not meet the requirements of this Agreement. so long as the City has notified
Vendor and provided supporting documentation prior to the applicable payment due
date.
C.Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Vendor for failure of the Vendor to
perform the Work or for any breach of this Agreement by the Vendor.
D.Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the current
fiscal period, and this Agreement will terminate upon the completion of all remaining
Work for which funds are allocated. No penalty or expense shall accrue to the City in
the event this provision applies.
5.Term and Termination:
A.The term of this Agreement is for one year and (the "Initial Term") will renew for
additional periods of one year each (each, a "Renewal Term") unless one party
notifies the other of its intent to terminate at the end of the Initial Term or any then
current Renewal Term at least thirty (30) days in advance. The Initial Term and each
Renewal Term are, collectively, the "Term". Either Party may terminate for breach
persunat to Exhibit A Paragrah 9
B.Reurn of Information. Upon the written request of City, Consultant shall return any
of the City's Information in a usable mutually agreed format agreed to by the City at
no additional cost to the City.
6.Warranties and Right to Use Work Product: Vendor represents and warrants that Vendor
will perform all Work identified in this Agreement in a professional and workmanlike
manner and in accordance with all reasonable and professional standards applicable laws.
Vendor grants to the City a non-exclusive, right and license to use this software during the
Term pursuant to the terms of this SAS agreement and including the provisions in Exhibit
A Paragraph 5 Representation and Warranties. ,
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7.Record Maintenance: The Vendor shall maintain accounts and records, which properly
reflect all direct and indirect costs expended and Work provided in the performance of this
Agreement and retain such records for as long as may be required by applicable
Washington State records retention laws, but in any event no less than six years after the
termination of this Agreement. The Vendor agrees to provide access to and copies of any
records related to this Agreement as required by the City to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW). The provisions of this section shall survive the expiration or termination of this
Agreement.
8.Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Vendor shall make a due diligent search of
all records in its possession or control relating to this Agreement and the Work, including,
but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings,
photos, or drawings and provide them to the City for production. In the event Vendor
believes said records need to be protected from disclosure, it may, at Vendor's own
expense, seek judicial protection. Vendor shall indemnify, defend, and hold harmless the
City for all costs, including attorneys' fees, attendant to any claim or litigation related to a
Public Records Act request for which Vendor has responsive records and for which Vendor
has withheld records or information contained therein, or not provided them to the City
in a timely manner. Vendor shall produce for distribution any and all records responsive to
the Public Records Act request in a timely manner, unless those records are protected by
court order. The provisions of this section shall survive the expiration or termination of
this Agreement.
9.Independent Contractor Relationship:
A.The Vendor is retained by the City only for the purposes and to the extent set forth in
this Agreement. The nature of the relationship between the Vendor and the City during
the period of the Work shall be that of an independent contractor, not employee. The
Vendor, not the City, shall have the power to control and direct the details, manner or
means of Work. Specifically, but not by means of limitation, the Vendor shall have no
obligation to work any particular hours or particular schedule, unless otherwise
indicated in the Scope of Work or where scheduling of attendance or performance is
mutually arranged due to the nature of the Work. Vendor shall retain the right to
designate the means of performing the Work covered by this agreement, and the
Vendor shall be entitled to employ other workers at such compensation and such other
conditions as it may deem proper, provided, however, that any contract so made by
the Vendor is to be paid by it alone, and that employing such workers, it is acting
individually and not as an agent for the City.
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10.
B.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 Vendor or any
employee of the Vendor.
C.If the Vendor is a sole proprietorship or if this Agreement is with an individual, the
Vendor agrees to notify the City and complete any required form if the Vendor retired
under a State of Washington retirement system and agrees to indemnify any losses
the City may sustain through the Vendor's failure to do so.
Hold Harmless: The Vendor agrees to release, indemnify, defend, and hold harmless the
City, elected officials, employees, officers, representatives, and volunteers from any and
all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings,
judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties,
expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or by any third
party , arising from, resulting from, or related to the grossly negligent acts, errors or
omissions of the Vendor in its performance of this Agreement, except for that portion of
the claims caused by the City's sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, {Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate ... ) 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
Vendor and the City, its officers, officials, employees and volunteers, Vendor's liability shall
be only to the extent of Vendor's negligence.
It is further specifically and expressly understood that the indemnification provided in this
Agreement constitute Vendor's waiver of immunity under the Industrial Insurance Act,
RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually
negotiated and agreed to this waiver. The provisions of this section shall survive the
expiration or termination of this Agreement.
11.Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law, the Vendor shall not give a gift of any kind to
City employees or officials. Vendor also confirms that Vendor does not have a business
interest or a close family relationship with any City officer or employee who was, is, or will
be involved in selecting the Vendor, negotiating or administering this Agreement, or
evaluating the Vendor's performance of the Work.
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12.City of Renton Business License: A Renton Business License is not needed for this
agreement as drafted as the Vendor is exempted.
13.Insurance: Vendor shall secure and maintain:
A.Commercial general liability insurance in the minimum amounts of $1,000,000 for each
occurrence/$2,000,000 aggregate for the Term of this Agreement.
B.In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability/ Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional standard
of care.
C.Workers' Compensation Coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D.Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Vendor's vehicles on the City's Premises by or on behalf
of the City, beyond normal commutes.
E.Cyber Liability Insurance is required, with limits not less than $2,000,000 per
occurrence or claim, with $2,000,000 aggregate minimum. Coverage shall be
sufficiently broad to respond to the duties and obligations as is undertaken by Vendor
in this agreement and shall include, but not be limited to, coverage, including defense,
for the following losses or services: claims involving infringement of intellectual
property, infringement of copyright, trademark, trade dress, invasion of privacy
violations, information theft, damage to or destruction of electronic information,
release of private information, alteration of electronic information, extortion and
network security, coverage for unauthorized access and use, failure of security, breach
of confidential information, or privacy perils. The policy shall provide coverage for
breach response costs, to include but not limited to crisis management services, credit
monitoring, 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 as well as regulatory fines and penalties with limits sufficient
to respond to these obligations.
F.Vendor shall name the City as an Additional Insured on its commercial general liability
policy on a non-contributory primary basis. The City's insurance policies shall not be a
source for payment of any Vendor liability, nor shall the maintenance of any insurance
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required by this Agreement be construed to limit the liability of Vendor to the coverage
provided by such insurance or otherwise limit the City's recourse to any remedy
available at law or in equity. Additional Insured requirements do not apply to Cyber
Liability nor Professional Liability insurance, if applicable.
G.Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing Work ..
H.Vendor shall provide the City with written notice of any policy cancellation, within {10)
Ten days of their receipt of such notice.
14.Safeguarding of Personal Information; Intellectual Property:
A.Personal Information: Vendor shall not use or disclose Personal Information, as
defined in chapter 19.255 RCW, in any manner that would constitute a violation of
federal law or applicable provisions of Washington State law. Vendor agrees to comply
with all federal and state laws and regulations, as currently enacted or revised,
regarding data security and electronic data interchange of Personal Information.
Vendor shall ensure its directors, officers, employees, subcontractors or agents use
Personal Information solely for the purposes of accomplishing the services set forth in
the Agreement.
Vendor shall protect Personal Information collected, used, or acquired in connection
with the Agreement, against unauthorized use, disclosure, modification or loss.
Vendor and its sub-providers agree not to release, divulge, publish, transfer, sell or
otherwise make Personal Information known to unauthorized persons without the
express written consent of City or as otherwise authorized by law.
Vendor agrees to implement physical, electronic, and managerial policies, procedures,
and safeguards designed to prevent unauthorized access, use, or disclosure of Personal
Information.
Vendor shall make the Personal Information available to amend as directed by City and
incorporate any amendments into all the copies maintained by the Vendor or its
subcontractors. Upon request, Vendor shall certify its return or destruction upon
expiration or termination of the Agreement and the Vendor shall retain no copies. If
Vendor and City mutually determine that return or destruction is not feasible, the
Vendor shall not use the Personal Information in a manner other than those permitted
or authorized by state and federal laws.
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Vendor shall notify City in writing without undue delay upon becoming aware of any
unauthorized access, use or disclosure of Personal Information. Vendor shall take
necessary steps to mitigate the harmful effects of such use or disclosure. Vendor is
financially responsible for notification of any unauthorized access, use or disclosure to
the extent Vendor is responsible for such unauthorized access, use or disclosure. The
details of the notification must be approved by City, , which approval will not be
unreasonably withheld.
Any breach of this clause may result in termination of the Agreement and the demand
for return of all Personal Information.
B.Intellectual Property: Each Party retains all right, title, and interest under applicable
contractual, copyright and related laws to their respective Information, including the
right to use such information for all purposes permissible by applicable laws, rules, and
regulations.
15.Delays: Vendor is not responsible for delays caused by factors beyond the Vendor's
reasonable control. When such delays beyond the Vendor's reasonable control occur, the
City agrees the Vendor is not responsible for damages, nor shall the Vendor be deemed to
be in default of the Agreement.
16.Successors and Assigns:
Each Party may assign to a third party its rights and obligations under this Agreement in
the event of a merger with or acquisition of all or substantially all of a Party's assets by
that third party, provided that the third party undertakes the assigning Party's entire rights
and obligations under this Agreement. Other assignments of rights and obligations under
this Agreement are null and void without the prior written consent of the other Party.
17.Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
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CITY OF RENTON
Laura Pettitt, Communications Director
1055 South Grady Way
Renton, WA 98057
Phone: (206) 308-7986
Email: lpettitt@rentonwa.gov
VENDOR
Canto, Inc.
3343 Peachtree Rd NE Ste 145-2447
Atlanta, GA 30326
Email: Legal@Canto.com
18.Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Vendor agrees as follows:
A.Vendor, and Vendor's agents, employees, representatives, and volunteers with regard
to the Work performed or to be performed under this Agreement, shall not
discriminate on the basis of race, color, sex, religion, nationality, creed, marital status,
sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B.The Vendor will take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, creed, color,
national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or
marital status. Such action shall include, but not be limited to the following
employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C.If the Vendor fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in whole
or in part.
D.The Vendor is responsible to be aware of and in compliance with all federal, state and
local laws and regulations that may affect the satisfactory completion of the project,
which includes but is not limited to fair labor laws, worker's compensation, and Title
VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council
Resolution Number 4085.
19.Miscellaneous: The parties hereby acknowledge:
A.The City is not responsible to train or provide training for Vendor.
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L.Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M.Waivers. All waivers shall be in writing and signed by the waiving party. Either party's
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Vendor from enforcing that provision or any other provision
of this Agreement in the future. Waiver of breach of any provision of this Agreement
shall not be deemed to be a waiver of any prior or subsequent breach unless it is
expressly waived in writing.
N.Counterparts. The Parties may execute this Agreement in any number of counterparts,
each of which shall constitute an original, and all of which will together constitute this
one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
�DocuSigned by:
By:t!.�!!!!3 ��:land
Kristi Rowland
Deputy Chief Administrative Officer
6/27/2024 I 3:56 PM PDT
Date
Approved as to Legal Form
By:Approved by Cheryl Beyer via email 6/26/2024Shane Moloney
City Attorney
IT-Contract Template 6/17/2021
Clb 6-26-24 NS 3060
PAGE llOF27
VENDOR
James Chan
Vice President, Global Sales
6/26/2024 I 3:17 PM PDT
Date