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Home My WebLink About5226Contract Number: 5226 Vendor PALADIN DATA SYSTEMS CORP Sub�ect SMARTGov Community SaaS Department DCD File Class LEG 12-1 Begin Date 2/20/2013 End Date Review Date Vault Date• Comments. _ r 1 � �,aRr�� Paladin Data Systems Corporation 19362 Powder Hill Place NE Poulsbo, WA 98370-8720 Tel 360-779-2400 1-800-532-8448 Fax 360-779-2600 To City of Bremerton 345 6�' Street, Suite 600 Bremerton, WA 98337 � �� ►��„�- .�-- Date December 13, 2012 Order 1030 Ordered by Jon Byrd Required Date January 13, 2013 Telephone 360-473-5293 Fax 360-473-5200 Contact Person Janet Lunceford Emad �anet IuncefordC�ci bremerton wa us Purpose of this Sales Order: City of Bremerton, WA is purchasmg SMARTGov Community� Software as a Service (SaaS) — Permit, Planning, Code Enforcement, Licenses, Cashiermg, Integrated GIS w/satellite imagery and road map base layers This subscnption includes 5 free "occasional users" which indiwdually average less than 30% usage during an 8 hour day � Sta�t Date: , Subscription Services 20 End-Users* End Users SMARTGov Commurnty� SaaS $16,500 QO ' Back-up Availability Date wdl be the 15th of each month, beginning one (1) month after Start Date ° {The file wdl be avadable each monfh for download for 72 hours followrng the Back-up Availab�lrty Date, after whrch fhe file w�fh be deleted ) Module 5 TBD Penod: 12 months from the Start Date End Users $3,260 00 $2,550 00 SMARTPortal SMARTInspection Assistant SMARTConnector Transaction Fee $1,281 00 1 Year Discount [$5,900 00] Subtotal for Annual Subscription $17,691.00 Services Fees Additional services and exoenses SMARTConnector 2 Base map GIS Layers Free SMARTConnector Additional GIS Overlays $3,500 00 Code Set-up (Labor) SMARTConnector Parcel Code Set-up $3,500 00 (Labor) SMARTConnector Financial Code Set-up Free tLabor) $160/hour InterLockmg Software Data Migration Free 120 Hours $160 Per Hour Configuration and Training (Labor - See $19,200 00 Statement of Work #23134) 1 Week Travel and Expenses (See Statement of 850 00 Work #23134) , ,� , ; �14RT(�� Subtotal for additional services and $27,050.00 � expenses , Total without sales tax $44,741.00 Annual Subscnption Year 2 $17,690 00 , Annual Subscription Year 3 and beyond (or $23,590 00 the then current fees) *25 End Users will be set up in the system and wdl be sub�ect to morntoring and amendment of the number of End-Users and Fees under Section 3 1(b) s Schedule of Pa ments 50% of SMARTGov Communit Total Invoiced U on Contract Si nm 50% of SMARTGov Commurnty Total Invoiced at Start Date ($14,250 04 InterLocking Software annual product support & maintenance fee prorated � monthly is $1187 50 The number of months from the Start Date to Dec 31, 2013 wdl be multi lied b rorated amount and wdl be subtracted from second 50% 100% of SMARTGov Communi Total Due at Anniversa Date for Year 2 Renewal Travel and Expenses to be invoiced monthly as they occur (See Statement of Work #23134 $12,345 50 $12,345 50 $17,690 00 Sales Tax Not Included in the Above Amounts If tax exempt, please provide a copy of tax exempt certificate. 'Travel and Expenses Meals and incidental expenses wdl be bdled according to per diem rates as contained in the GSA per diem rates This Paladm Data Systems Corporation Sales Order and SMARTGov Community� SaaS Agreement (collectively, "Agreement") is entered into by City of Bremerton, WA ("CLIENT") and Paladin Data Systems Corporation ("PALADIN" and, together with CLIENT, the "Parties" and each a"Party") as of the Effective Date By sigrnng this Agreement, CLIENT agrees to the terms and conditions contained in this Agreement and in Exhibit A— Paladm Trademarks, which are incorporated herem by this reference This Agreement is effective as of the last date set forth below (the "Effective Date") I� Y �� Pr�nt Title � 20 /3 Date Paladin Data Systems Corporation � v • `�l/1^�"' Signature �---,�.,� v • .� �,►,� �� Print Name � Prmt Title ► 2- � 1""? � � -� Date � SGCv091812 1 z F � , DT urnovahon I u�leg� rty I►rsulls �� 2- Page 1 of 3 Paladin Data Systems Corporatlon 19362 Powder Hill Place NE Poulsbo, WA 88370-8720 , Tel: 360-778-2400 7 -800-532-84+{8 Date. 7 3-DEC-2012 Quotation. 23134 �� k To . Bremerton, City of � 345 6th Street, Suite 600 Telephone • 360-473-6283 Bremerton, WA 98337 Fax . 360-473•5200 Contact. Janet Lunceford Requlred By : 01/13/2013 Work to Be PerFormed Conflguratlon and Training, estimated 120 hours at $160 per hour Travel and Expenses Meals and incidental expensas wlll be billed according to per diem rates as contained in the GSA per diem rates The dollar amounb Iisted below are estimates. Actuai costs wiil be bllled to CLIENT monthly �`Hours l� . "" ;. �. . Qty �� GosY _ .� Configuratfon and Training Travel and Expenses 120 160 00 $19,200 00 1 850 00 $850 00 Total estimated cost $20,050 00 Please sign on the acceptance line below to authorize work. Thank you. This "Statement of Work" {SOVI� is a cost est�mate based on t�me and maber�als work Thls SOW fs valid for 30 calendar days from the Issue date The Paladin "Professional Services AgreemenY' (P3A� is Incorporated as part of thls statement of work BIIIing occurs monthly. Terms are Net 30. Late payments are subject to a 1.6%flnance charge. � rnnt rvame�a� ime • � � � 1�.Q,,, V_ G,�,�,... I L �� !� Accepte and Signed (Paladin) Date I I � � � � ti��•� c�� Pnnt Name & Titie � My company � Does, Does Not wre an authorizing document for bdling such as a Purchase Order onVact I yes the document number for this Statement Of Work is , Customer Initiai _ l� C Ju' i, ��,a ` ��I-��N�E Pag 2 of 3 Professiona! Services Ag�ement between Paladin Deta Systems Corparatlon and Bremerton, Cfty of 1 Servlces PaJadrn Data Systems Corporatron w�lf provrde to Chent the Serv►ce specified on a standard Paladrn Work Order, PaJadrn P�oposa! or Clrent Purchase Order, under the terms of this Agreement Each Work Order, Proposa! or Purchase Order shall speafy the Servrces and appllcable fees, and wt!! be govemed by the terms of thrs Agreement To the extent that the terms and condrtrons of any Paladrn Work Order, Propasa! (or any customer purchase order) entered into behveen the parlres confltcf with or are rncons�stenf wtth ihe terms and condrtrons of the Agreement, the terms and condrhons of thts Agreement shalf corrtro! 2 Fees for Servlcea and Terminatlon Unless otherwrse specrfred rn the appllcable Work Order, Proposal or Purchese Order, Servrcas sha!! be provrded to Ctrenf on a trme and matena! basrs ("T & M") Rates must be spscified on fhe afteched Rate Structure or an a sfandard Work Order or Proposa! !f a doller l�m�t is sfated rn the app!►cable Work Order, Proposal or Purchase Order, the Irmrt shall ba deemed an eshmate for CllenYs budgehng and Paladrn's resource schedulmg purposes, after the lrmrt is expended, Paladln wd! conhnue to provide the Servrces on e 7 8 M basrs �f a Wark Order, Proposa! or Purchase Order for canhnuatron of the Servrces �s signed by the psrtres Unlass othen�vrse stated rn a Work Order or Proposal, any T& M Work Order or Proposa! may be termrnated hy providmg to Paladin 14 days wrrttan nohce of such tsrmrnatron 3 !ncldental Expenses � Unless othenvlse stated rn the Work Order, Clrent sha11 re�mburse PaJadrn for reasonable travel, oommunrcaHons, and ouf-of-pocket expenses �ncurred rn con�unc6on wrth the senrrces 4. Involcing and Payment Palad�n shell �nvotce Clrenf monthly, unless otherwlse expressly specrfied rn a Work Order or Purchase Order Charges sha11 be payable w�thrn 30 days of rnvoice date and sha11 be deemed overdue rf they rema�n unpald fhereafler All overdue �nvorces are sub1ect to an rnterest charge of 15% per monfh 5 Taxes The charges do not include ta�ces ff Paladrn �s required to pay any federal, sfate, or loca! taxes based on the Serv�ces provlded under this Agresmenf, the faxes shal! be b1!!ed and pald by Cl+ent, thrs shail not apply to taxes based on Paladrn rncome s re,�, Thrs agreemenf shal! commence on rts Effecbve Date Erther party may termrnate th�s Agreement at any hme by prowd�ng the other party wtth at least 14 days wntten nohce Any Wo►k Order outstandrng at the hme of terminatron shali conhnue to be covered by this Agreement as �f d had not been termmated 7. Warranty Palad�n warrants that the Servrces w�!! be performed consistent wrfh genera!!y accepted rndustry standards 8. Llmltatlons on Warranty CLlENT MUST REPORT ANY DEFIClENCIES !N THE SERVICES TO PALADlN JN WRITING WITNlN TNlRTY (30) DAYS OF COMPLETfON OF THE SERVlCES IN ORDER TO RECFlVE WARRANTY REMEDIES THE WARR4NTY HERElN !S EXCLUSlV� ANb IN LIEU OF ALL OTNER WARRANTlES, WHETNER EXPRESS OR IMPLIED, lNCLUDING THE lMPLlED WARRANTlES OF MERCHAIVTABlL1TYAND FITNESS FOR A PARTICULAR PURPOSE AS SET FORTH IN PARAGR,4PN 9 OF TNIS AGREEMENT 9 Excluslve Remedy For any breach of the above warranty, ClrenYs exclusrve remedy, and Paladln's enbre babrlrty, shal! be the reperformance of the Servrces !f Paladrn rs unable to reperiorm the Serwces as warranted, CJrenf shali be enhtled to recover the fees pard to Paladrn ior the deficrent serv�ces !N NO EVENT SHALL PALADIN BE LIABLE FOR ANY CONSEQUENTlAL OR lNC1DENTAL DAMAGES ARISlNG FROM ANY SERVlCES PROVIDED NEREUIVDER, lNCtUDlNG BUT NOT L(MITED TO CLAfMS FOR LOST PROFITS OR OTHER ECONOMlC DAMAGES ?0 Relatlonshlp between the Parties Peladrn !s an rndependent contractor, nothtng �n thrs Agreement sha!! be construed to create a partnersh�p, �omt venhrre, or agency relahonshtp behveen ths parfres Each parry wrl! be solely responsrble for payment of a1I compensafron owed to rts employess, as wel! es employment relafed faxes Each parfy w�!! mamtarn appropnate worker's compensahon for �ts employees, as waI! as employmerrt related taxes Each party w�!! ma�ntarn appropnafe woricer's compensetron for �ts emptoyees as wel! as genera! liabllity �nsurance 11 Authorfty to Enter lnto Agreament Each paRy to thls Agreement has fhe authonty to enter �nto and form th�s Agreement The rndlvrduals signing ths Agreement have the authonty to act as agents of thelr respective orgarnzabons �ach party acknowledges thet they have raad th�s Agreement and wd! ab�de by rt Pag 3 of 3 12 Force Ma)eure Netfher party wrl! be consrdered to be m defauR of th�s Agreemenf as a result of events beyond their reasonab/e confro! For purposes of thrs Agresment, such acts sha!! �nclude, but are not Irmrted to, acts of �od, catastropha, or other °force mafeure"events beyond the parhes'reasonable contro! 13 AssJgrnatent of Contrect The Clrent may not ass�gn the AgrQement or �ts responsrbibty for payments to any organrzatron, wlthout wnften approva! by Paladrn Paladrn may not assign rts responsibrlrhes for performance under the i4greement b any organrzahon wrthout wrrtten approva! of the Clrent 14 Hold Harmless lndemnity � Client asserts rt possesses a11 the nghts and interests �n tire !lcensad software rtecessary to enter lnto thrs agreement, and shall rndamndy and hold Paladrn, �ts agents and employees harmless from eny loss, damage or Gab�lrfy for rnfnngement of any Unrted States patenf rrght or copyaght wrth respect ta the use oi the I�censed software, provided that Cl�ent is notrfred rn wnhng wrthrn ten calendar days of surt or cla�m aga�nst Paladrn, that Pafadrn permlts Chent to defend, compromrse or seRfs sard clarm of rnfnr►gement and grve Clrent a!! available infomratron, ass�stance and authonty to enable CJtent to do so, provrded Paladrn fully o6serves al! the terms and cond�trons of th�s Agreement 15 Confldantla!!ty and Non-Dfsclosure Except as lega!!y requrred, the pa�tres agres that nerther party shal! dlrecdy or rndirect/y dlsclose or use any Con�denbal lnformabon wtthout pnor wntter► perm�ss�on from the other party "Con�dentraJ lniormahon" means any type of confidenhal or proprretary rnformabon or mafens! drsclosed to or known by ths recrp�ent o( such rnformation (°Rec�prent'� as a consequence of or through rts relatronshrp wrth the party drsclosrng such rnformat�on, and consrshng of lnformatron concerved, ongrnated, discovered, or developed rn whoJe or �n pan by Rec�pleni, which is not part of the pub►�c domain or otherw�se generally avarlable to the Ractp�ent from independent sources, �ncludrng 6ut nof lim�ted to rnformatron whrch reletes to research, development, trade secrets, know-irow, rnvenbons, techn�ca! data, ha�dware, software, source codes, objecf codes, manufacture, purchasrng, accountrng, engrneenng, marketing, merchand�srng and se!lrng, bus�ness labs or strategies, and �nformat�on entrusted by th�rd parttes to the party dlsclo5rng such informatron 76. NonsollclteUon of EmpJoyees Dunng the penod that thrs AgreemenF �s in effect and for a penod of srx (6) monfhs alfer termrnatron or expiratron thereof, each party agrees not to sohc�t for employmenf any technrca! or professiona! employees of the other party assrgned to work on the Pro�ect wrthout the pnor wr�tten approva! of the other party t7 lnsurance and Rlak of Loss The Cirent bears a!! respons�brlity for damages to the�r equ�pment and faclhhes 18. Possesslon of Sofiware, Software Eahancements and Dacumentaflon Paladin shall be enUtled to exclusive possession of all software, enhancements to C�ienYs sofiware, documentaUon relating to such software and enhancements and other mtellectual property developed pursuant to this Agreement untd all funds due from client are paid in fuli Paladin's exGusive nght to possession shall conUnue untd full payment is received regardless of ownership rights in the software Client e�ressly agrees to Paladin's possessory lien on all software, software enhancements, dacumentation, and intellectual properry developed by Paladin 19 Survlva! af Rlghts The nghts and respons�b�lrhes of secbons 14, 15 and 18 shall survrve the termrnatron of thrs Agreemenf 20 SeverabJllty AII provrs�ons of thts Agreement are severable and no provrs�on hereof shall be a(fected by the rnvatrdlty of any other such provrsron 21. Governing Law; Attorneys Fees, Venue Th�s Agreement shall be govemed by and consfrued �n accordance wrth the laws of fhe state of Wash�ngton In the event of a d�spute over th�s Agreement the prevarl�ng party shat! recover rts reasonable attomeys' iees and costs from the breachrng party Venue sha!! be ►n Krtsap County, Wash�ngfon 22 Entfre Agreement Th�s agreement constitutas the complete agreement between the partres and suparsedes al! prev�ous and contemporaneous agreements, proposals, or represenfafrons, wntten or oral, concemmg the sub�ecf rrtatfer of thrs Agreement Neither this Agraement nor a Work Order or Purchase Order may be mod�red or amended except �n wnting srgned by a duly authonzed representahva of each paKy no other act document usage, or custom sha!! be deemed to emend or modify thrs Agreement, a Wo�C Order, or Purchase Order !t �s expressly agreed that any terms and condrhons of Cl�enPs purchase order sha!! be superseded by !he terms and conddrons of lhrs Agreement and the app!lca6le Work Order �?t�� ,� �=�} � Kevin Matthew From: Kevin Matthew Sent: Monday, January 28, 2013 619 AM To: City Council Subject: Finance committee questions regarding the Permitting System Agenda bill Please find below the follow up to questions and issues raised during the Finance Committee meeting regarding the Paladin software upgrade The specific questions from the meeting were 1 Information regarding competitive bidding given the cost 2 More specifics about the `Licensing' feature mentioned in the Agenda Bill 3 Security issues 4 Cost savings in selecting this path Information re�ardin� competitive biddine eiven the cost. This pro�ect is a planned upgrade to our existing Permitting System as provided under the Terms and Conditions of the Software License and Support Agreement dated March 3, 2007 between the City of Bremerton and Paladin Data Systems We will be sure to clarify this issue in the Agenda Bill cover sheet Because this item is an upgrade and not a new system, this contract is a professional services agreement which does not require a request for qualifications (BMC 2 76 070) More speci�cs about the `Licensin�' feature mentioned in the Aeenda Bill. SMARTGov includes a comprehensive business licensing module The Tax and License D�vision of Financial Service is happy with their existing solution from MicroFlex This pro�ect is not intended to replace that system Securitv issues. The proposed upgrade will strengthen the security of the system City of Bremerton staff will have controi over all the applications' security roles Business continuity is addressed through the host backup procedures and all communications with the site are encrypted Information Technology is very confident in the security of our data on the proposed upgraded system Cost savin�s in selectin� this path. Currently we are paying approximately $15,000 per year on support and maintenance for our permitting system If we do nothing, then these costs will continue going forward Our current system is locally hosted (on premise) on City owned equipment that is at the end of its expected life and must be replaced at a cost of about $10,000 The cost of doing nothing, over the next 5 years, is approximately $85,000 This does not include the costs associated with the heavy modifications that the vendor would charge us to make our version compatible with the latest Oracle release For upgrading, there were two paths available to us The costs of the locally hosted option, over the next 5 years, were placed at $162,350 plus $10,000 for new hardware for a total of $172,350 For the Cloud based version (remote hosted), the 5 year costs were placed at $139,150 Staff is recommending the Cloud based version because, over the next 5 years it will be saving the City $6,640 per year m addition to the savings assoaated with not having to operate and maintain a server Kevin Matthew Manager, Information Technology a A-,��C� y + �ART��f SMARTGov Community� SaaS Agreement d AGREEMENT , 1. DEFINITIONS. IN addition to the terms defined elsewhere in this Agreement, the foilowing terms , have the following meanings 1.1 "CLIENT Data" means any data, information, records, images or files added or entered mto, processed or generated by the SMARTGov Community� by or on behalf of CLIENT � 1.2 "Confidential Information" means any non-public data, information or other materials ' (whether in tangible or mtangible form) regarding the products, services or business of a Party (or, if ; either Party is bound to protect the confidentiality of any Third Party's information, of a Third Party} provided or accessible to either Party by the other Party where such information (a) is marked or otherwise communicated as being "proprietary" or "confidential" or the like, (b) should, by its nature, be reasonably considered to be confidential or proprietary Without limiting the foregoing, Confidential Information of PALADIN includes the software and all source code, source documentation, mventions, know-how, and ideas, updates and any documentation and information related to SMARTGov Commurnty, the terms of this Agreement and the Documentation 1.3 "Documentation" means any on-line help files, electronic media, executabies, report files, data table defirntions, system designs, or written instruction manuals regarding the use of SMARTGov Commurnty, including the use of EWebReports as part of SMARTGov Commurnty 1.4 "End-User" means an individual registered and identified by CLIENT by name to receive a password in order to access SMARTGov Commuroty, including employees, agents, consultants, contractors and any other persons having access to SMARTGov Community by virtue of his or her relationship with CLIENT 7.5 "Fees" means the fees, charges and other amounts to be paid by CLIENT to PALADIN hereunder 1.6 "Licensed Jurisdiction" means City of Bremerton, WA 1.7 "Modifications" means improvements, additions, changes, updates, upgrades, bug fixes or denvative works relating to SMARTGov Community, including but not limited to the graphical user interface, by whomever made them and whether or not they incorporate or are based on any information gained as a result of this Agreement 1.8 "Paladin Trademarks" means the trademarks set forth on Exhibit A 1.9 "Recommended Equipment" means any hardware or other eqwpment, if any, recommended by PALADIN to be used with SMARTGov Community as specified in the Documentation or on the PALADIN website, currently located at http I/smartgovcommun�ty comlhardware-reQUirements/ 1.10 "SMARTGov Community" means PALADIN's SMARTGov Community� software solutions + debvered as SaaS 1.11 "Software as a Serv�ce (SaaS)" means a software delivery model in which software and associated data are centrally hosted SaaS is typically accessed by users via a web browser with a network connection ta the internet 1.12 "Start Date" means the date, agreed upon by PALADfN and CLIEN T, on which the Subscription Services wdl be available for CLIENT's use 7.13 "Subscription Services" means ClienYs access to and use of SMARTGov Community via a web-based intertace (mcluding PALADIN's maintenance obligations under this Agreement} and the suppo�t services provided by PALADIN to CLIENT pursuant to the terms and conditions described in this Agreement 1.14 "Support Desk Hours" means Monday through Fnday (excluding holidays) from 5 a m to 5 p m Pacific Time 1.15 "Term" will have the meaning set forth in Section 5 1 3 SGCv091812 �''�Rr�� SMARTGov Community� SaaS Agreement 7.16 "Terminat�on Fee" means a pro-rata portion of the Fees for the Renewal Term for the period between the anrnversary date and the date of termination, plus one-tweifth of the Fees for the Renewal Term 1.17 "Third Party" means any entity or indiv�dual other than PALADIN or CI.IENT 2. LICENSE GRANT 2.1 . SMARTGov Commumty. {a) License. Sub�ect to the terms and condit�ons of this Agreement, PALADIN hereby grants to CLIENT, a non-exclusive, non-t�ansferable, limited license, during the Term, for End-Users to access and use SMARTGov Community in accordance wath the Documentation solely for e- government software solutions CLIENT'S use of SMARTGov Community is limited to the number of End-Users and modules as set forth in the Sales Order then m effect In additcon, if SMARTPortal (public portai) is purchased under this Agreement, CLIENT may display on its website the portion{s) of SMARTGov Community avadable to CLIENT that do not require a password for use Alf rights not expressly granted to CLIENT hereunder are reserved by PALADIN and its 7hird Party licensors or vendors, as applicable (b) Ownership. As between the Parties, PALADIN (or, if appl�cable, its licensors) retains sole and exclusive ownership of, and ali nght, title and interest m and to SMARTGov Community, the Documentation, any Modifications and all suggestions, ideas, improvements, feedback, evaluation materials, presentations, designs, technology, mventions, know-how, works of authorship, software, specifications, and other materials, informatran and any othe� intellectual property made, developed, conceived or reduced to practice by PALADIN (whether alone, or �aintiy w�th Client) in the performance of thES Agreement (collectively, "Results") To the extent necessary to effect this intention, CLIEtVT hereby assigns to PALADIN any and all right, title and interest m and to SMAR7Gov Commurnty and Results, and will execute all such further instruments and documents and do all such other acts and things, as may be requested by PALADIN from time to time to secure and preserve PALADIN's rights hereunder 2.2 PALADIN Trademarks. PAIADIN hereby grants to CLIENT a non-exclusive, non-transferable, right to use the Paladin Trademarks as long as such use is solely to ident�fy and promote the Subscnption Services, including to provide attribution to PALADIN or the Subscr�ption Services in documents, articles and other materials related to the pro�ect(s} for which CLIENT is using the Subscription SeNices CLIENT �nnll comply with the trademark usage pol�cies and guidelines provided by PALADIN, as may be updated o� revised by PALADIN CLIENT wdl not use the Paladm Trademarks in any other manner unless approved in advance and in writing by PALADIN CLIENT has no ownership right in the Paladin Trademarics, and all use of the Paladin Trademarks by CLIEI�T wdl inure to the benefit of PALADIN 2.3 Client Trademarks and Data. PALADIN receives no ownership right in the CLIENT Data or CLIENT Trademarks CLIENT hereby grants to PALADIN, during the Term, a non-exclusive, non- transferabEe, license to display the CLIENT name and logo designated by CLIENT for use on the user interface of SMARTGov Community through which CLIENT accesses and uses SMARTGov Community and for the marketing and promotion of the Subscription Serwces PAtADIN will use such CLIENT loga in accordance with CLIENT's then-current logo usage guidelmes, if any, provided by CLIENT to PALADIN. CLIEN7 grants to PALADIN a non-exclusive license to use CLIENT DATA for the purposes of pertorming its obligations under this Agreement and PALADIN may, with CLI�NT's consent, use excerpts of CLIEN7 Data in demonstrations and presentations regarding SMARTGov Community 3. FEES and PAYMENT 31 Fees. (a} Fees for use of the Subscriptian Services are based on the number of add on modules and the number of End-Users licensed hereunder CLIENT wili pay the Fees set forth in the Sales Order All Fees are payable in United States dollars and are exclusive of any and all taxes If PALADIN is required to pay any federal, state or local taxes based on the serv�ces provided under this Agreement, the taxes will be invoiced to and paid by CLIEfVT (excluding taxes based on PALADIN's gross recsipts or net 4 SGCv{191812 �ART�� M SMARTGov Community� SaaS Agreement mcome) (b) If PALADlN determines based on its electronic morntoring of CLIENT and End-Users that the actual number of End-Users exceeds the number licensed under this Agreement, then the Parties agree that PALADIN reserves the r�ght to amend the Sales Order for any successive Renewal Term to increase the number of End-Users, and the Fees, sub�ect to Section 3 4 herein 3.2 Expenses. Fees do not �nclude travel, lodgmg or other expenses incurred by PAI.ADIN CLIENT wdl reimburse PALADIN for all travel, lodging, commurncations, incidentals and other out-of- pocket expenses as they relate to the services rendered hereunder by PALADIN to CLIENT 3.3 Payment. PALADIN will invoice CLIEN7, and CLIENT wdl pay such mvoice within 30 days of invoice date and payment w�ll be deemed overdue if it remains unpaid thereafter All overdue invoices are subject to an interest charge of 1 5% per month, or the maximum rate allowed by law, whichever is lower In addition to any other rights and remedies of PALADIN hereunder, if payment is past due, PALADIN may, in its sole discretion, elect to suspend the 5ubscr�ption Services and any other services provided by PALADIN to CI.IENT under this Agreement or any other agreement between CLIENT and PALADIN CLIENT will make all payments of Fees or expenses �n United States doilars and directed to Attention Accounts Receivable Paladin Data Systems Corporation 19362 Powder Hill Place NE Poulsbo, WA 98370 Information on electrornc remittance will be provided to CLIENT separately upon executron of this Agreement A contract or invoice reference number must accompany all payments 3.4 Right to Modify Fees. PALADIN reserves the right to modify Fees for the Subscription Services upon notice to CLIENT no less than fi0 days pnor to the annual subscription renewal and before such Fee modification is to take place 4. RESPONSIBILITIES 4.1 CLIENT Responsibdities. (a) CLEENT will be solely responsible for the manner in which CLIENT and End-Users use the Subscription Services and for ensuring that End-Users comply with the terms of this Agreement, including that, pnor to use of SMARTGov Commun�ty, each End-User must agree to an end user license agreement ("EULA"), regarding his/her use of SMARTGov Commun�ty {b) Except as otherwise permitted here�n, CLIENT wdl not, and wdl not aliow End-Users or other persons to, {i) modify, make denvative works, or alter any part of SMARTGov Community, (n) copy SMARTGov Community, in part or in whole, (ui} reverse engineer, decompde, disassemble or otherwise attempt to derive source code of SMARTGov Commurnty or other proprietary �nformation from SMARTGov Community, (iv) seil, transfer, lease, rent, loan, distribute or attempt to grant any rights to the Subscription Services to any Third Party or permit access of any k�nd to the Subscription Services to any Third Party, (v) use the Subscnption Services to act as a service bureau or application service provider, to try to gain unauthorized access to any service, data, account or network by any means, falsify any protocol or email header information, or to send unsolicited bulk or commerciai messages ("spam"), (vi) disclose any Documentation to any Third Party, (vu) use the Subscnption Serwces in a way that is prahibited by any law, regulation or governmental order or decree m any relevant �unsdiction, or that violates the legai nghts of any Third Party, (vni) use the Subscriptian Services in any manner that could harm SMARTGov Communiky or the SaaS hosting environment or impair anyone else's use of the Subscription Services or the SaaS hosting environment or (ix) remove, modify, or tamper with any regulatory or legal notice or link (including copyright or other proprietary r�ghts notices) that is incorporated mto the Subscription Services (c) CLIENT acknowiedges that SMARTGov Community �s provided as SaaS This service may use and reproduce Client Data in order to provide, operate, and maintam the SaaS environment, use usage patterns, trends, and other statistical data denved from CLIENT's use of the Subscription SGCv091812 �MARTG��° SMARTGov Community� SaaS Agreement Services for the purpose of providing, operating, maintaining, or improvmg the SaaS environment and any seroices used in connection with the SaaS enviranment (d} CLIENT acknowledges that SMARTGov Commurnty utilizes EWebReports ad hoc report writer software under a iFCense granted to PA�ADIN by Exago Inc , which license PALADIN the right to sublicense the use of EWebReports as part of SMARTGov Community to CLIENT Such sublicense is nonexclusEVe and solely for CLIENT's internal use, and Client may nat further resell, re-license, or grant any other r�ghts to use such sublicense to any Third Party Client further acknowledges that Exago Inc retains ali nght, title, and interest to EWebReports and all documentation related to EWebReports All confidential or propnetary information of Exago !nc or related to EWebReports is "Confidential Information" under the terms of this Agreement (e) CLIENT will ensure that only author�zed End-Users have access to any passwords provided by PALADIN for use �n connection with the Subscription Services and will not disclose such passwords to any other indwidua! CLIENT acknowledges and agrees that it is solely responsible for strictly mamtaining the confidentiality and integrity of such passwords and CLIENT' wdl mdemnify and hold harmless PALADIN from and against any liabdity, damages or costs arismg from CLIEIVT's fa�lure to comply with this Section 4 1(e) CLIENT wdl notify PALADIN immediately in wr�ting if the security or �ntegrity of a password has been compromised (� CLIENT agrees to (i) cooperate and consult with PALADIN �n the delivery of SMARTGov Commun�ty to CLIENT, and (ii) wtl! provide and mamtain, in good and working order at all times, its own lnternet access and all necessary Recommended Equipment, telecommurncations equipment, software and other mater�als necessary for End-Users to access and use the Subscription Services (g) CLIENT wdl promptly provide ta PALADIN the name, address, telephone number and email address of (i) a designated application support contact with whom PALADIN will communicate with on all support �ssues (the "Application Support Contact"), (ii) a designated billing contact with whom PALADIN wdl communicate with on all bdling issues under this Agreement (°Billing Contact"}, (in} each End-User and (iv) the entity that provides internet connectivity support to CLIENT (h) CLIENT w�ll have total responsibdity for the qualrty of the CLIENT Data captured and stored in SMARTGov Community PALADIN wdl not be held responsible for the quality af the CLIENT Data ar any losses that may occur because of incorrectly managed CLiENT Data {i) CLIENT will not take any action that (i) imposes or may impose, in PALADIN s sole discretion, an unreasonable or disproportionately large load on the SMARTGov Community infrastructure, (u) interferes or attempts to interfere with the proper working of SMARTGov Community or engage �n any activity that disrupts, diminishes the quality of, �nterferes with the performance of, or impairs the functionality of SMARTGov Commun�ty, or (iu) circumvents, disables, or interferes or attempts ta circumvent, disable, or interfere with secunty-related features of SMARTGov Community or features that prevent or restnct use, access to, or copying of any data or enforce limitations on use of SMARTGov Community or data �) CLIENT wdl validate for carrectness all autput and reports CLIENT wdl have sole responsibdity for downloading and storing back-up files as long as PALADIN makes such back-up files avadable for download in accordance with Section 4 2(c) below {k) CLIENT wdl not use SMARTGov Commurnty to track, store, or otherwise process or memorialize any other governmental entity's data, with the sole exception of importing information pertaining to the Licensed Jurisdiction from any source avadable to the Licensed Jurisdiction, even �f that soures contains another governmental entity's data (I) CLIENT represents and warrants to PALADIN that it (i) has all requisite legal power and authority to execute this Agreement and to carry out and perform its obligations hereunder, and {ii} is and will remam in compl�ance with all applicable laws, regulations and rules of any government body or other competent authority relating to its business or performance under this Agreement 6 scc�o9�s�z �,sn�aRr�� 4.2 PALADIN Responsibilities. SMARTGov Community� SaaS Agreement (a) PALADIN wdi use commercially reasonable efforts to provide the Subscription Services to CLIENT m material conformance wath the Documentabon CLIENT wdl promptly not�fy PALADII� in � wnting if the Subscnption Services fads to materially conform to the Documentation, and PALADIN's entire liability and CLIENT's exclusive remedy wdl be for PALADIN to use commercially reasonable efforts to provide the Subscription Services in matenai conformance with the Documentation {b) Upon receipt of the Registration Information, PALADIN will use commerc�aily reasonable efforts to have passwords issued to End-Users in order to access the Subscription Services (c) Each month, by the Back-up Avadability Date set forth on the Sales Order, PALADIN will make avadable for CLIENT a back-up file of CLIENT's Data for CLIENT to download for a period of 72 hours, after which PALADIN wdl deiete such f�le (d) So long as CLIENT is �n compliance with this Agreement (including being current on all payments), during the Term PALADIN will provide CLIENT with access to any upgrades to the Subscription Services that PALADIN generally makes avadable to its other customers (e) PALADIN represents and warrants to CLIENT that it (i) has all requisite legal power and authority to execute this Agreement and to carry out and pertorm its obligations hereunder, and (a) is and will remain in compliance with all applicable laws, regulations and rules of any government body ar other competent authority relating to its performance under this Agreement 4.3 Scope Services other than the Subscription SeNices, such as trairnng, �mplementat�on, consulting services and other professional services are outside the scope of this Agreement but may be prov�ded pursuant to PALADIN's Statement of Work/Professional Services Agreement if agreed upon in writing by the Parties 5. TERM AND TERMINATION 5.1 Term. This Agreement will commence on the Effective Oate and will continue for the period spec�fied in the Sales Order (the "Inttial Term°) and wili be automatically renewed for successwe penods of equal duration (each a"Renewal Term" and, all Renewal Terms together with the Irntial Term, the "Term") unless either Pany provides written notice to the other Party at least 30 days' praor to the end of the Term of the Party's election not to renew the Agreement 5 2 Stop !n Service by PALADiN. Upon 120 days' prior wr�tten notice, PALADIIV may terminate provis�on of the Subscnpt�on Services as a PALADIN hosted offenng Paladin will export and return CLIENT Data to CLIENT via digital media at PALADIN's expense 5 3 Terminatlon for Cause. Either Party may termmate this Agreement by giving to the other Party written notice of such termination upon any of the follow�ng events (a) the other Party's material breach of the Agreement, provided that the other Party has not cured the breach within 30 days after receipt of notice of the breach from the non-breachmg Party, (b) the other Party becomes sub�ect to any bankruptcy or insolvency proceedings under federal or state statute, becomes or is declared insolvent or becomes sub�ect to direct control by a trustee, receiver or similar authorEty, (c) the other Party is liquidated, voluntarily or otherwise or (d) the other Party term�nates or suspends its business In addition, PALADIN may terminate this Agreement if CLIENT fails to make any payment due hereunder within 30 days after receiving written notice from PALADIN that such payment is delinquent 5.4 Immediate 7ermination Notwithstanding Section 5 3 above, PALADIN may 4mmediately termmate this Agreement upon written notice to CLIENT if CLIENT viofates the scope or any restriction on its license under Sections 2 or 10 or its obligations hereunder with respect to Confidential Information of PALADIN 5.5 No Right to Reinstatement If CLIENT eiects not to renew this Agreement, CLIENT wdl have SGCv091812 � �SMART�OP�" SMARTGov Community� SaaS Agreement no nght to reinstatement of this Agreement at a later date, but mstead must enter mto a new agreement w�th PALADIN, tt�e terms of which may differ from those contained in this Agreement 5.6 Effect of Terminatlon. (a) Upon termination for any reason, (a) all licenses granted hereunder will automatically and rmmediately terminate, and PALADIN may immed�ately disable and discont�nue CLIENT's access to and use of the Subscription Services without further notice to Ck.IENT, (b) CLIENT will promptly return to PALADIN all Documentation and all information and mater�als that it has acquired pertainmg to the Subscnption Services and any other Confidential Informat�on of PALADIN and {c) w�thin 60 days of the effective date of such termination, PALADIN wdl export all CLIENT Data then-stored in SMARTGov Community and ship the information to the CLIENT in a digital format, the cost of which exporting and shippmg will be paid by the CLIENT upon receipt of an mvoice from PALAOIN (b) If CLIENT term�nates this Agreement or its access to the Subscr�pt�on Serwces pr�or to the end of the then-current Term for any reason, PALADIN wdl retain the balance of Fees paid for such Term (cy If CLIENT notifies PALADIN of its election not to renew in accordance with Section 51, then CLIENT will not be responsible for the Fees for the Renewal Term, otherwise CLIENT wdl be respons�ble for the Termination Fee 5.7 Survival. All rights to payment and the provisions of Sections 3, 4 1{a), 4 1(h), 4 1(h}5 6, 5 7, and 6 through and including 10 0 of this Agreement wdl survive any expiration or termination of this Agreement 6 SCHEDULED MAINTENANCE: OUTAGES: IMPROVEMENTS. PALADIN may take down applicable servers containing SMARTGov Community to conduct rouUne maintenance checks ("Scheduled Mairttenance") at its soie discretion PALADIN will use cammeraally reasonable efforts to perform Scheduled Maintenance autside Suppa�t Desk Hours The Subscription Services may also be temporarily unavailable due to telecommunications mterruptions, or other disruptions {"Outages") PALADIN may also make improvements or changes in the Subscription Services at any time without notice ("Improvements"} PALADIN will not be responsible for any damages or costs incurred by CLIENT for Scheduled Maintenance, Outages or Improvements 7. DISCL.AIMER OF WARRANTIES EXCEPT AS EXPRESSLY STATED NEREIN, SMARTGOV COMMUNITY, DOCUMENTATION, SUBSCRIPTION SERVICES, TECHNOLOGY, INTELLECTUAL PRQPERTY, MATERIALS, INFORMATION AND OTHER ITEMS OR SERVICES PROViDED BY PALADIN UNDER THIS AGREEMEPI7 ARE PROVIDED TO CLIENT AND END-USERS ON AN "AS IS" "WHERE IS" BASIS WITH NO WARRANTIES OF ANY KIND PALADIN AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING, WITHOUT LIMITATIQN, WARRANTIES OF NON-INFRINGEMENT AND MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE PALADIN DOES NOT WARRANT TMAT THE SERVICES WILL BE UNINTERRUP7ED, ERROR-FREE OR WITHOUT DELAY AND WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF CLIENTS USE, OR INABILITY TO USE, OF SMARrGOV CUMMUNITY OR FOR UNAU7HORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CLIENT'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD CLIENT HEREBY WAIVES ANY CLAIM F�R DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS OR INCORRECT DATA FILES RESULTING FROM A PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR S4FTWARE MALFUNC710N, OR FROM THE USE OF THIRD-PARTY SOFTWARE 8 SGCW091812 �s aRr�� - _ �,.o 8 INDEMNIFICATION 8.1 Indemnification Obligatfon. SMARTGov Community SaaS Agreement (a) CLIENT will indemnify, defend and hold PALADIN and its officers, directors, employees and agents harmless from any claims, actions, losses, liabilities, damages, costs and expenses {including attorney's fees and court costs) made, mcurred, assessed or awarded against PALADIN by any Third Party ansing out of or in connection with (i� CLIEIVT's use of, or inability to use, the Subscription Services, (ii) any End-User's use or misuse of the Subscr�ption Services, (ui) representations or warranties made by CE.IENT to End-Users regarding SMARTGov Community, and/or (iv) claims or disputes regard�ng "CLIENT Data° entered �nto SMARTGov Community by CLIENT or on behalf of the CLIENT, including with respect to ownership or other rights and {iv) any breach of any term of this Agreement by CLIENT (b) PALADIN wdl defend and mdemrnfy CLIENT and its officers, directors, employees and agents from and against liabdity, costs, damages and fees, including reasonable attorneys' fees and legal costs incurred by CLIEIVT resulting from or ansing out of ciaims that SMARTGov Community misappropr�ates or infringes on a third party's vabd U S patent, copynght, trademark or trade secret Provided, however, PALADIN will have no liability under this Section 91(b} for any claim or action to the extent that such claim or action would have been avoided but far (i) modifications to SMAR7Gov Community by CLIENT or (ii) the combination or use of SMARTGov Commurnty with other products, processes or material not supplied by PALADIN 8 2 Procedures for Indemniflcation. (a) The indemnified party wdl give prompt written notice to the indemnify�ng party of any claim(s) for which �t seeks �ndemrnfication hereunder Failure or delay in notification by the mdemmfied party wdl not limit or negate the indemrnfying party's obligation to indemnify the mdemrnfied party except to the extent that such fadure or delay is materially harmful to the indemnifying party in its defense of the particular claim(s) (b} The indemnifying party will have sole control of the defense or settlement of the claim, provided that the indemrnfying party wil! not settle or compromise such claim, except with prior written consent of the mdemnified party (c} At the �ndemn�fying party's request and expense, the indemnified party wdl cooperate in the investigation and defense of such cla�m(s) (d) � The indemrnfied party may participate in the defense or settlement of such claim at its own expense and with its own choice of counsel 9 SGCW091812 �ART�� 9. LIMITATION OF LIABILiTY SMARTGov Community� Saa3 Agreement PALADIN WILL NOT BE RESPONSIBLE FOR OR LIABLE WITH RESPECT TO ANY DAMAGES ARISING FROM OR RELATING TO (I) ANY UNAUTHORIZED OR IMPROPER USE OF SMARTGOV COMMUNITY OR THE SUBSCRIPTlON SERVICES BY CLIENT, (II) ANY MODIFICATION, ALTERATION OR CONFIGURATION OF SMARTGOV COMMUNITY BY CLIENT OR A THIRD PARTY THAT HAS NOT BEEN AUTHORIZED IN WRITING BY PALADIN, {Iil) ANY HARDWARE, SOFTWARE, TECHNOLOGY OR fNTELLECTUAL PROPERTY THAT HAS NOT BEEN PROVIDED BY PALADIN PURSUANT TO THIS AGREEMENT, (I� ANY TEI.ECOMMUNICATIONS FACILITIES, (V} ANY BREACH OF THIS AGREEMENT BY CLI ENT OR ANY ACT OR OMiSSION OF ANY END-USER THAT, IF PERFORMED OR OMITTED BY CLIENT, WOULD BE A BREACH OF THIS AGREEMENT, OR (VI) ANY ACT OR OMISSION OF CLIENT OR ANY END-USER THAT PREVENTS, DELAYS, DISTURBS OR INTERFERES WITH PALADIN'S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT NQTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE AGGREGA7E LIABILI7Y OF PALADIN FOR DAMAGES ARISING OUT OF THE SUBSCRIPTION SERVICES OR OTHERWISE UNDER THIS AGREEMENT, WILL BE LIMITED TO THE AM�UNTS PAID BY CLIENT UND�R THlS AGREEMENT FOR THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY EXCEP7 WITH RESPECT TO THE DAMAGES ARISING FROM A PARTY'S BREACH OF SECTIONS 2 OR 100, NEITHER PARTY WILL BE LIABLE FOR AWY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY QR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS OR SURPLUSES OR LOST REVENUES, BUSINESS INTERRUP710N AND LOSS OF BUSINESS INFORMATiON�, WHETHER OR NQT CAUSED BY THE ACTS OR OMISSIONS OR IVEGL.IGENCE OF ITS EMPLOYEES OR AGENTS, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN INFORMEO 4F THE POSSiBILITY OR LIKELIHOOD OF SUCH �AMAGES 10 CONFIDENTIAL INFORMATIOfV 10.1 D�sclosure and Use The Confidential Information disclosed by either Party (the "Disclosing Party"} to the other {the "Rsceiving Party") constitutes the confidentaai and propnetary mformation of the Disclosing Party, and the Receiving Party agrees to mamtam the confident�ality of the other's Confidential Information The Recewing Party wdl treat all Confidential Information of the other m the same manner as it treats its own simdar confidential ar propr�etary informat�on, but in no case wdl the degree of care be less than reasonable care The Receiving Party wiil u�e Confider�tial Information of the Disclosing Party oniy in performing under this Agreement and wdl retain the Conf�dential Information in con�dence and not disclose Confidential Information to any Third Party (except as authori2ed unde� th�s Agreement) without the Disclosing Party's express written consent The Receiwng Party wdl disclose the Disclosing Party's Confidential Information only to those employees and contractors of the Receiving Party who have a need to know such information for the purposes of this Agreement, and such employees and c�ntractors must be bound by this Agreement or have entered into agreements with the Receiving Pa�ty containmg confidentiality prowsions covering the Confidential Information w�th terms and conditions at leask as restr�ctive as those set forth herem CLIENT agrees to promptly report to PALADIN any unauthorized use or disclosure of PALADIN's SMARTGov Community or its Confidential Information 10 2 Acknowledgement of Confidentiality Cl�ent acknowledges that SMARTGov Community, Documentat�on, and the Fees set fnrth herein are Confidential Information of PALADIN 10 3 Exceptions Notwithstanding the foregoing, each Party's confidentrality obligations hereunder will not apply to mformation that (a) is already known to the Rece�v�ng Party prior to disclosure by the Disclosing Party without restrict�on as to use or disclosure, {b} becomes publicly avadable without fault of the Receiving Party, (c) is rightfully obtained by the Receiving Party from a Third Party without restriction as to use or disclosure, or is approved for release by written authorization of the•Disclosmg Party or (d) is developed independently by the Receiving Party w�thout use of or access to the Disclosing Party's Confidential knformation 10.4 Required Disclosure. If the Receiving Party is required to disclose any Confidential Information of the other by law, regulat{on ar governmental authority, the Receivmg Party wdl provide reasonable 10 SGCv091812 �"�� SMARTGov Community� SaaS Agreement notice to Disclos+ng Party of such required disclosure and reasonably cooperate with the Disclosing Party in preventing or limiting such disclosure, or obtaining an appropnate protective order or other remedy If a protective order or other remedy is not obtained, then the Receiving Party may disclose such Confidential information as necessary for compliance with the applicable law, regulation or governmental authonty Nofwithstanding such disclosure, such information wdl remain Confidential lnformativn and sub�ect to the requirements of this Section 12 10.5 Remedies CLIENT acknowledges,and agrees that any breach or threatened breach of #his Section 10 or the license set forth m Section 2 and CLIENT responsibdities set forth m 4 1(b) may cause PALADIN irreparable harm for wh�ch monetary damages wdl be inadequate compensation Accordingly, PALAOIN wdl be entitled, in addition to any other remedies available at law or in equity, to immediate in�unctive relief without requiring a cure period and without the necessity of posting a bond Nothing stated herein w�ll be construed to limit any other remedies ava�lable to the parties 11. GENERAL TERMS 11 1 Force Majeure Except with respect to payment obligations, neither Party wdl be liable for any fadure of pertormance or equFpment due to causes beyond such Party's reasonable control, mcluding but not limited #o acts of God, fire, flood or other catastrophes, any law, order, regulation, direct�on, action, or request of any governmental entity or agency, or any civd or mditary authority, national emergencies, insurrections, nots, wars, unavaiEabdity of rights-of-way or materials, or stnkes, lock-outs, work stoppages, or other labor difficulties 11.2 Basis of Bargain PALADIN and CLIENT acknowfedge that PALADIN has entered into this Agreement in reliance upon the d�sclaimers of warranties and limitations of liabdity and damages as set forth in this Agreement, and that such provisions form an essential basis of the bargain between the Parties and do not cause this Agreement, or the remed�es available hereunder, to fad of its or their essential purpose 71.3 Assignment; Binding Effect This Agreement may not be transferred or assigned by either Party w�thout the express written consent of the other, which wdl not be unreasonably withheld or delayed, except that etther Party may, without the consent of the other Party, assign this Agreement in its entirety to a parent, subsidiary or affdiate of such Party or an acqwrer of more than 50% of the ass�gnmg Party's outstanding votmg capital stock or to a purchaser of all or substantiafiy all of the assigrnng Party's assets Notwithstanding the foregoing or any other provision of this Agreement, CLIENT may not assign, sublicense, delegate or transfer this Agreement or any of its rights ar obligat�ons under this Agre�ment to any competitor of PALADIN Any purported transfer or assignment in contravention of th�s Section wdl be null and void This Agreement wdl inure to the bene�t of and be bmding upon the Parties and theu respective successors and permitted assigns f 1.4 Notices. Any notice hereunder will be deemed properly given when delwered, if delivered in person, or sent via facs�mde (with confirmation of receipt), overnight courier, certifisd or registered mai! (postage prepaid) to CLIENT at the address listed on the fi�st page of this Agreement or to PALADIN at Paladm Data Systems Corporat�on, 19362 Powder Hill PI NE, Poulsbo, WA 98370, Fax #(360}- 779-2600 Attention Chief Operations Officer Each Party must notify the other Party of any changes to its address in accordance with this Section 71.5 Publicity. The parties agree to issue a mutually agreeable initial press release announcing the business relationship between them within 60 days after the Effective Date PALADIN may identtfy CLIEN7 as a reterence to PALADIN's potential clients 11.6 Governing Law; Jurisdiction This Agreement wdl be governed and canstrued in accordance with applicable federal law and the laws of the State of Washington, without regard to conflicts of laws prmciples The Parties agree to the exciusive �urisd�ction of the cou�ts of the state of Washmgton located in Kitsap County and the federal courts located in the Western District of Washington CLIENT hereby waives all defenses of lack of personal �urisdiction and forum non conveniens 'i1.7 Amendment, No Waiver. Except as otherwise expressly provided herein, this Agreement may not be amended or modified and the observance of any provision of this Agreement may not be waived (either generally or any particular mstance and either retroactively or pros�ectively} except with the 11 scc�o�iai2 �ART�� SMARTGov Community� SaaS Agreement written consent of the Parties No failure by either Party to enforce any r�ghts hereunder wdl constitute a waiver of such right then or in the future or any other right or remedy hereunder To the extent the terms and conditions of any Exhibit, attachment, purchase order, invorce, proposai or response to request for proposal, conflict with or are inconsistent with this Agreement, the terms and conditions of this Agreement wdl control and no such conflicting terms will be deemed as a waiver or amendment of this Agreement 11.8 Headings and Interpretation Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement The words °include," "includes," and "mcluding" when used in this Agreement wdl be treated in each case as followed by the words "without limitation " 11 9 Prevailing Party. The prevailing Party in any action to enforce this Agreement will be entitled to recover its attorney's fees and costs in connect�on with such action 11.10 Independent Contractors. The relationship of PALADIN and CLIENT established by this Agreement is that of independent contractors and nothing in this Agreement w�ll be construed (i) to give either Party the power to direct or control the day to day activities of the other or (u) to constitute the Parties as partners, franchFSees, �omt venture's, co-owners or otherwise as participants in a �omt or common undertaking Further, nothing in this Agreement wdl prevent PALADIN from licensmg or providmg SMARTGov Community or simdar services to any Third Party or from engagmg in any development of software or products simalar in any manner to SMARTGov Community provided hereunder 11 11 Non-solicitation CLIENT agrees not to solicit or hire PALADIN employees for employment for the Term of this Agreement and for a period six months thereafter without the prior written consent of PALADIN 11.12 Export Compliance. CLIENT will comply with all applicabEe United States and foreign laws, regulations, rules and requirements relating to license, delivery, import, export or re-export of technology or content abroad, including without limitation, the requirements under the U S Export Admirnstration Act, regulations of the Bureau of Industry and Secunty or its successor, executive orders, and other export controls of the United States 11 13 Severability. If for any reason a court of competent �unsdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the economic intent of the Parties, and the remainder of this Agreement will continue �n full force and effect 19.14 Counterparts This Agreement may be executed in any number of English language counterparts or duplicate onginals, and each such counterpart or duplicate ongmal will constitute an onginal instrument, but all such separate counterparts or duplicate origmals will constitute one and the same mstrument 11 15 Entire Agreement This Agreement, including the Exhibits attached hereto, constitutes the entire Agreement of the Parties concernmg its sub�ect matter and supersedes any and all pnor or contemporaneous, written or oral negotiations, correspondence, understandings and agreements between the Parties respecting the sub�ect matter of this Agreement 12 SGCv091812 � "� � i � �S 14��P9 s ' E , � , ; _� SMARTGov Community� SaaS Agreement EXHIBIT A Paladin Trademarks Paladin Logo � �I��Z7�L�1 DnTi1 1. ru�rovatron I�ntegiety I reserlts SMARTGov Logo SMARTC�o�T�� Ponetetl b f Pataan Panoramic Logo _ � �NOR�M��cM CloudStream Logo �� Streamn vo.e,.aey r.�,a � ASMf Logo � � s ��,� y noNn�aeywi�m„ 13 SGCv091812