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AG 15-133 I I RETURN TOak G11/j.,_ / EXT: 670/ CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM I. ORIGINATING DEPT./DIV: POLICE DEPARTMENT 2. ORIGINATING STAFF PERSON: CATHY SCHROCK EXT: 6850 3. DATE REQ.BY: ASAP 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: SERVICE CONTRACT/WEB APPLICATION SVCS/HOSTING AGREEMENT-ELECTRONIC SCHEDULING/PAYROLL EXPORT 6. NAME OF CONTRACTOR:_RAGNASOFT INCORPORATED/PLANIT POLICE ADDRESS:917 COLUMBIAAV STE 433,LANCASTER,PA 17603 TELEPHONE 866.471.8929 x500 E-MAIL:_SALES @PLANITSCHEDULE.COM FAX: SIGNATURE NAME CHRIS YECKER TITLE PRESIDENT 7. EXHIBITS AND ATTACHMENTS:X SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: JUNE 1,2015 COMPLETION DATE: JULY 1,2016 9. TOTAL COMPENSATION $6,510 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES X NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED X YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR X CITY ❑ PURCHASING: PLEASE CHARGE TO: 1 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED I ITI' /DA .E APP•OVED i k\t\14 G 'ROJECT MANAGER CATHY SCHROCK/THOMAS FICHTNER _ `_ rtr ®I, II 1 k ❑ )IRECTOR V ' ❑ RISK MANAGEMENT (IF APPLICABLE) ..-. v I F$ 27 'f ❑ LAW /'VA- 1 V- 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS INITIAL/DATE SIGNED ❑ LAW DEPARTMENT ❑ SIGNATORY(MAYOR OR DIRECTOR) y CITY CLERK &71.Z1 f i ► 0 I a ASSIGNED AG# AG° ICI 1�- SIGNED COPY RETURNED DATE SENT: Vi t").-- -tc COMMENTS: '- 5 'i c‘.,t t C.G- t v) t 1,.t, t t 1 C S e.‹,. S v t L G-' e. Ca(�'dtG-- ' U h t tad ore. rv�er& �a s a t h,�rQ,_ bid or- s t k l-e- &o*rce_ 6044'LI.�r I �1'h h 5 �e b 1 � �gifte 4,E �r. e,o ntr . ,-1" wo+ e l<. ,,l,-E- i-t- eat (n .o-yoc✓u-t 1‘ Ce L PLR NIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT This Web Application Services and Hosting Agreement("Agreement")is entered into and effective as of 6/1/2015("Effective Date") by and between RagnaSoft Incorporated,a Pennsylvania corporation,having its principal place of business at 917 Columbia Avenue STE 433 Lancaster PA 17603("RagnaSoft")and the company identified as Customer in Schedule A of this Agreement("Customer"). For good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows: 1. Definitions. Gigabytes(10 GB)of storage space for Customer's use of the Service;and(v)use commercially reasonable efforts to make "Commencement of Service"means the date when the Service generally available 99.5%of the calendar month RAGNASOFT has provided to Customer both access to the twenty-four(24)hours a day,seven(7)days a week,except Service and associated administrative training. for: (a)planned downtime(of which RAGNASOFT shall give at least 48 hours notice and which RAGNASOFT shall "Customer Data"means all electronic data or information schedule to the extent reasonably practicable during the submitted by Customer to the Service. weekend hours from 9:00 p.m.ET Friday to 6:00 a.m.ET Monday);or(b)downtime caused by circumstances beyond "Service"means the online,Web-based automated scheduling RAGNASOFT's reasonable control,including acts of God, and human resource management service,including associated acts of government,flood, fire,earthquakes,civil unrest,acts offline components,provided by RAGNASOFT. of terror,strikes or other labor problems not involving RAGNASOFT employees,computer or telecommunications "User Guide"means the online documentation for the failures or delays involving hardware or software not within Service,accessible therein,as updated from time to time. RAGNASOFT's possession or reasonable control,and network intrusions or denial of service attacks,but only to the "Users"means Customer's employees,consultants,contractors extent unavailability results notwithstanding the exercise by or agents who are authorized to use the Service and have been RAGNASOFT of reasonable care and due diligence to avoid supplied user identifications and passwords by Customer(or or mitigate the same in anticipation of or in response to such by RAGNASOFT at Customer's request). causes. 2. Service. 3.2 Customer Responsibilities. Customer is responsible for all activities that occur under Customer's User accounts. 2.1 Provision of Service.RAGNASOFT shall make the Customer shall: (i)have sole responsibility for the accuracy, Service available to Customer pursuant to the terms and quality, integrity,legality,reliability,and appropriateness of conditions set forth in this Agreement and any and all all Customer Data;(ii)use commercially reasonable efforts to Schedules executed hereunder from time to time. During the prevent unauthorized access to,or use of,the Service,and term of this Agreement,(i)the Service shall perform notify RAGNASOFT promptly of any such unauthorized use; materially in accordance with the User Guide,and(ii)the and(iii)comply with all applicable local,state,federal,and functionality of the Service will not be materially decreased foreign laws in using the Service. from that available as of the Effective Date. 3.3 Use Guidelines. Customer shall use the Service 2.2 Additional Users. User subscriptions are for named solely for its internal business purposes as contemplated by Users and cannot be shared or used by more than one User. this Agreement and shall not: (i)license,sublicense,sell, Customer may add or remove Users at any time. Unless resell,rent,lease,transfer,assign,distribute,time share or otherwise specified in Schedule C,(i)additional User otherwise commercially exploit or make the Service available subscriptions may be added in increments of 1 unit;and(ii) to any third party, other than as contemplated by this pricing for the additional User subscriptions shall be the same Agreement;(ii)send spam or otherwise duplicative or as that for the pre-existing subscriptions. Schedule C defines a unsolicited messages in violation of applicable laws;(iii)send soft limit to the number of Users that can be added or removed or store infringing,obscene,threatening,libelous,or otherwise from the system without additional cost. unlawful or tortious material,including material harmful to children or violative of third party privacy rights;(iv) 3. Use of the Service. knowingly send or store material containing software viruses, worms,Trojan horses or other harmful computer code,files, 3.1 RAGNASOFT Responsibilities. RAGNASOFT scripts, agents or programs;(v)interfere with or disrupt the shall: (i)in addition to its confidentiality obligations under integrity or performance of the Service or the data contained Section 6,not use,edit or disclose to any party other than therein;or(vi)attempt to gain unauthorized access to the Customer the Customer Data;(ii)maintain the security and Service or its related systems or networks. integrity of the Service and the Customer Data;(iii)provide up to two(2)hours per month of telephone and unlimited online standard support to Customer;(iv)provide up to ten WASHA version 9/11 Page 1 of 20 pLRNIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT 3.4 Third-Party Providers. Certain third-party respect to charges then under reasonable and good faith providers, some of which may be listed on pages within dispute),at RAGNASOFT's discretion,late charges at the rate RAGNASOFT's website,offer products and services related to of 1.5%of the outstanding balance per month,or the the Service,including implementation,customization and maximum rate permitted by law,whichever is lower,from the other consulting services related to customers' use of the date such payment was due until the date paid. Service and applications(both offline and online)that work in conjunction with the Service,such as by exchanging data with 4.4 Suspension of Service. If Customer's account is 30 the Service or by offering additional functionality within the days or more overdue(except with respect to charges then user interface of the Service through use of the Service's under reasonable and good faith dispute),in addition to any of application programming interface. RAGNASOFT does not its other rights or remedies,RAGNASOFT reserves the right warrant any such third-party providers or any of their products to suspend the Service provided to Customer,without liability or services,whether or not such products or services are to Customer,until such amounts are paid in full. designated by RAGNASOFT as"certified," "validated"or otherwise. Any exchange of data or other interaction between 4.5 Taxes. Unless otherwise stated,RAGNASOFT's Customer and a third-party provider, and any purchase by fees do not include any local,state,federal or foreign taxes, Customer of any product or service offered by such third-party levies or duties of any nature("Taxes"). Customer is provider,is solely between Customer and such third-party responsible for paying all Taxes,excluding only taxes based provider. on RAGNASOFT's income. If RAGNASOFT has the legal obligation to pay or collect Taxes for which Customer is Privacy Statement. RAGNASOFT's privacy statement,is responsible under this section,the appropriate amount shall be incorporated herein by this reference as exhibit E invoiced to and paid by Customer unless Customer provides RAGNASOFT with a valid tax exemption certificate 3.5 Press Releases. RAGNASOFT may not issue press authorized by the appropriate taxing authority. releases relating to this Agreement except with Customer's prior written consent. 4.6 Billing and Contact Information. Customer shall maintain complete and accurate billing and contact 4. Fees&Payment. information on the Service at all times. 4.1 User Fees. Customer acknowledges and understands 5. Proprietary Rights. that they alone control the number of Users with access to the Service.Customer acknowledges and agrees to pay the yearly 5.1 Reservation of Rights.Customer acknowledges that license fees as defined in Schedule C hereunder based on the in providing the Service,RAGNASOFT utilizes(i)the P1anIt highest number of Users registered on the system in the prior name,the PlanIt logo,the PlanIt domain name,the product month,or the Monthly Minimum Fee,whichever is greater. and service names associated with the Service,and other Fees for Users added in the middle of a contract period may be trademarks and service marks;(ii)certain audio and visual prorated based upon the closest month.No fees will be information,documents,software and other works of charged when User quantity is within the soft limit defined in authorship;and(iii)other technology,software,hardware, Schedule C. Except as otherwise provided,all fees are quoted products,processes,algorithms,user interfaces,know-how in United States dollars. and other trade secrets,techniques,designs,inventions and other tangible or intangible technical material or information 4.2 Invoicing&Payment. Customer agrees to pay (collectively, "RAGNASOFT Technology")and that the RagnaSoft 100%of the Total Upfront Fees as detailed in RAGNASOFT Technology is covered by intellectual property Schedule C upon execution of this Agreement. Customer will rights owned or licensed by RAGNASOFT(collectively, be invoiced yearly in advance for the use of the Service based "RAGNASOFT IP Rights").Other than as expressly set forth upon the number of Users. Invoicing will begin fourteen(14) in this Agreement,no license or other rights in or to the days after Commencement of Service,unless otherwise stated RAGNASOFT Technology or RAGNASOFT IP Rights are in Schedule C and fees are due upon receipt of invoice. All granted to Customer,and all such licenses and rights are payments made under this Agreement shall be in United States hereby expressly reserved. dollars. 5.2 License Grant. RAGNASOFT grants Customer and 4.3 Overdue Payments. Any payment not received its Users a non-exclusive,non-transferable(except in from Customer by the due date may accrue(except with connection with a permitted assignment of this Agreement), WASHA version 9/11 Page 2 of 20 puRN 1: POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT non-sublicenseable right to access and use the Service in Party for any purpose outside the scope of this Agreement, accordance with the terms of this Agreement. except with the Disclosing Party's prior written permission. 5.3 Restrictions. Customer shall not(i)modify,copy or 6.3 Protection. Each party agrees to protect the create derivative works based on the Service or RAGNASOFT confidentiality of the Confidential Information of the other Technology;(ii)create Internet"links"to or from the Service, party in the same manner that it protects the confidentiality of or"frame"or"mirror"any content forming part of the Service, its own proprietary and confidential information of like kind, other than on Customers'own intranets or otherwise for its but in no event shall either party exercise less than reasonable own internal business purposes;or(iii)disassemble,reverse care in protecting such Confidential Information. engineer,or decompile the Service or RAGNASOFT Technology,or access it in order to(A)build a competitive 6.4 Compelled Disclosure. If the Receiving Party is product or service, (B)build a product or service using similar compelled by law to disclose Confidential Information of the ideas,features,functions or graphics of the Service,or(C) Disclosing Party,it shall provide the Disclosing Party with copy any ideas, features,functions or graphics of the Service. prior notice of such compelled disclosure(to the extent legally permitted)and reasonable assistance,at Disclosing Party's 5.4 Customer Data. As between RAGNASOFT and cost,if the Disclosing Party wishes to contest the disclosure. Customer,all Customer Data is owned exclusively by Customer. Customer Data shall be considered Confidential Information 6.5 Remedies. If the Receiving Party discloses or uses subject to the terms of this Agreement. RAGNASOFT may (or threatens to disclose or use)any Confidential Information access Customer's User accounts,including Customer Data, of the Disclosing Party in breach of this Section 6,the solely to respond to service or technical problems or at Disclosing Party shall have the right,in addition to any other Customer's request. remedies available to it,to seek injunctive relief to enjoin such acts,it being specifically acknowledged by the parties that any 5.5 Suggestions.RAGNASOFT shall have a royalty- other available remedies are inadequate. free,worldwide,perpetual license to use or incorporate into the Service any suggestions,ideas,enhancement requests, 7. Warranties&Disclaimers. feedback,recommendations or other information provided by Customer or its Users relating to the operation of the Service. 7.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. 6. Confidentiality. RAGNASOFT represents and warrants that(i)it will provide the Service in a manner consistent with general industry 6.1 Definition of Confidential Information. As used standards reasonably applicable to the provision thereof;(ii)it herein, "Confidential Information"means all confidential owns or otherwise has sufficient rights to the Service and the and proprietary information of a party("Disclosing Party") RAGNASOFT Technology to grant the rights and licenses disclosed to the other party("Receiving Party"),whether granted herein;and(iii)the Service and RAGNASOFT orally or in writing,that is designated as confidential or that Technology do not infringe any intellectual property rights of reasonably should be understood to be confidential given the any third party. nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Schedules hereunder),the Customer Data,the Service,the RAGNASOFT Technology,business and marketing plans, technology and technical information,product designs,and business processes. Confidential Information(except for Customer Data)shall not include any information that: (i)is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii)was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;(iii)was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party;or(iv)is received from a third party without breach of any obligation owed to the Disclosing Party. 6.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing WASHA version 9/1 1 Page 3 of 20 p►L.fNIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT 7.2 Disclaimer. EXCEPT AS EXPRESSLY 9.2 Exclusion of Consequential and Related Damages. IN PROVIDED HEREIN,RAGNASOFT MAKES NO NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY WARRANTY OF ANY KIND,WHETHER EXPRESS, TO THE OTHER PARTY FOR ANY LOST PROFITS,LOSS OF IMPLIED, STATUTORY,OR OTHERWISE. RAGNASOFT USE,COSTS OF PROCUREMENT OF SUBSTITUTE GOODS HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED OR SERVICES,OR FOR ANY INDIRECT, SPECIAL, WARRANTIES,INCLUDING ANY WARRANTY OF INCIDENTAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES MERCHANTABILITY OR FITNESS FOR A PARTICULAR HOWEVER CAUSED AND, WHETHER IN CONTRACT, PURPOSE,TO THE MAXIMUM EXTENT PERMITTED TORT OR UNDER ANY OTHER THEORY OF LIABILITY, BY APPLICABLE LAW. WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 8. Mutual Indemnification. 8.1 Indemnification by RAGNASOFT.Subject to this 9.3 Limitation of Action. Except for actions for non- Agreement,RAGNASOFT shall defend, indemnify and hold payment or breach of either party's intellectual property rights,no Customer harmless against any loss or damage(includin g action (regardless of form)arising out of this A greement may be reasonable attorneys'fees)incurred in connection with claims, commenced by either party more than two(2)years after the cause demands,suits,or proceedings("Claims")made or brought against of action has accrued. Customer by a third party alleging that the use of the Service as contemplated hereunder infringes the intellectual property rights 10. Term&Termination. of,or has otherwise harmed,a third party;provided,that Customer (a)promptly gives written notice of the Claim to RAGNASOFT; 10.1 Term of Agreement. This Agreement commences on the (b)gives RAGNASOFT sole control of the defense and settlement Effective Date and shall remain in effect for one(1)year,unless of the Claim(provided that RAGNASOFT may not settle or earlier terminated as otherwise provided in this Agreement. The defend any Claim unless it unconditionally releases Customer of contract will automatically renew for one(1)successive one(1) all liability);and(c)provides to RAGNASOFT,at year term at the renewal rate described in Schedule C. unless RAGNASOFT's cost,all reasonable assistance. Client notifies RAGNASOFT in writing thirty(30)days prior to the end of the contract term of its intention to terminate the 8.2 Indemnification by Customer. Subject to this agreement.RagnaSoft reserves the right to change prices following Agreement,Customer shall defend, indemnify and hold the initial one(1)year contract period. RAGNASOFT harmless against any loss or damage(including reasonable attorneys'fees)incurred in connection with Claims 10.2 Termination for Cause. A party may terminate this made or brought against RAGNASOFT by a third party alleging Agreement for cause: (i)upon 30 days written notice of a material that the Customer Data infringes the intellectual property rights of, breach to the other party if such breach remains uncured at the or has otherwise harmed,a third party;provided,that expiration of such period;or(ii)if the other party becomes the RAGNASOFT(a)promptly gives written notice of the Claim to subject of a petition in bankruptcy or any other proceeding relating Customer;(b)gives Customer sole control of the defense and to insolvency,receivership,liquidation or assignment for the settlement of the Claim(provided that Customer may not settle or benefit of creditors. defend any Claim unless it unconditionally releases RAGNASOFT of all liability);and(c)provides to Customer,at Customer's cost, 10.3 Outstanding Fees. Termination shall not relieve all reasonable assistance. Customer of the obligation to pay any fees accrued or payable to RAGNASOFT prior to the effective date of termination. 9. Limitation of Liability. 10.4 Return of Customer Data. Upon request by Customer, 9.1 Limitation of Liability. IN NO EVENT SHALL RAGNASOFT will make available to Customer a file of Customer EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT Data in exchange for the fees described in Schedule C or as OF OR RELATED TO THIS AGREEMENT, WHETHER IN otherwise agreed upon. After thirty(30)days following CONTRACT,TORT OR UNDER ANY OTHER THEORY OF termination of this Agreement by either party for any reason, LIABILITY,EXCEED THE LESSER OF$500,000 OR THE RAGNASOFT shall have no obligation to maintain or provide any AMOUNTS ACTUALLY PAID BY AND DUE FROM Customer Data and shall thereafter,unless legally prohibited, CUSTOMER HEREUNDER. delete all Customer Data in its systems or otherwise in its possession or under its control. 10.5 Surviving Provisions. The following provisions shall survive the termination or expiration of this Agreement for any reason and shall remain in effect after any such termination or expiration: Sections 4,5(excluding Section 5.2),6,7,8,9, 10 and 11. WASHA version 9/11 Page 4 of 20 pLRNIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT 11. General Provisions. to terminate this Agreement for cause. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, 11.1 Relationship of the Parties. This Agreement does not their respective successors and permitted assigns. create a partnership,franchise,joint venture,agency,fiduciary, or employment relationship between the parties. 11.7 Governing Law. This Agreement shall be governed exclusively by,and construed exclusively in accordance with, 11.2 No Benefit to Others. The representations,warranties, the laws of the United States and the State of Pennsylvania, covenants,and agreements contained in this Agreement are for without regard to its conflicts of laws provisions. the sole benefit of the parties and their respective successors and permitted assigns,and they are not to be construed as conferring 11.8 Venue. The state and federal courts located in any rights on any other persons. Lancaster County,Pennsylvania shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this 11.3 Notices.All notices under this Agreement shall be in Agreement. Each party hereby consents to the jurisdiction of writing and shall be delivered to the addresses notified by the such courts and waives any right it may otherwise have to parties to each other in Schedule A by a means evidenced by a challenge the appropriateness of such forums,whether on the delivery receipt,by facsimile or by email. Notice shall be basis of the doctrine of forum non conveniens or otherwise. deemed to have been given upon: (i)personal delivery;(ii)the Each party also hereby waives any right to jury trial in second business day after mailing; (iii)48 hours after sending by connection with any action or litigation in any way arising out of confirmed facsimile;or(iv)48 hours after sending by email. or related to this Agreement. 11.4 Waiver and Cumulative Remedies. No failure or 11.9 Export Control Laws. Each party shall comply with delay by either party in exercising any right under this all United States and foreign export control laws or regulations Agreement shall constitute a waiver of that right.Other than as applicable to its performance under this Agreement. expressly stated herein,the remedies provided herein are in addition to,and not exclusive of,any other remedies of a party at 11.10 Entire Agreement. This Agreement,including all law or in equity. exhibits and addenda hereto,along with all Schedules executed hereunder,constitute the entire agreement between the parties as 11.5 Severability. If any provision of this Agreement is to its subject matter,and supersede all previous and held by a court of competent jurisdiction to be contrary to law, contemporaneous agreements,proposals or representations, the provision shall be modified by the court and interpreted so as written or oral,concerning the subject matter of this Agreement. best to accomplish the objectives of the original provision to the No modification,amendment,or waiver of any provision of this fullest extent permitted by law,and the remaining provisions of Agreement shall be effective unless in writing and signed by the this Agreement shall remain in effect. party against whom the modification,amendment,or waiver is to be asserted. In the event of any conflict between the 11.6 Assignment. Neither party may assign any of its rights provisions in this Master Subscription Agreement and any or obligations hereunder,whether by operation of law or exhibit or addendum hereto,or Schedule executed hereunder,the otherwise,without the prior express written consent of the other terms of such exhibit,addendum or Schedule shall prevail to the party.Notwithstanding the foregoing either party may assign this extent of any inconsistency. Notwithstanding any language to Agreement together with all rights and obligations hereunder, the contrary therein,no terms or conditions stated in a Customer without consent of the other party, in connection with a merger, purchase order or in any other Customer order documentation acquisition,corporate reorganization,or sale of all or shall be incorporated into or form any part of this Agreement, substantially all of its assets not involving a direct competitor of and all such terms or conditions shall be null and void. the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall 11.11 Counterparts. This Agreement may be executed in be void and of no effect and shall entitle the non-assigning party counterparts,which taken together shall form one legal instrument. WASHA version 9/11 Page 5 of 20 PLR NIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT IN WITNESS WHEREOF,the parties'authorized signatories have duly executed this Agreement as of the Effective Date: RAGNASOFT INCORPORATED CJ)/21C—PjL- By: Print Name: Christian Yecker Title: President Date: 5/18/2015 CUSTOMER—City of Federal Way Police Department By: f,/ / Print Name: Cathy M. Schrock Title: Civilian Operations Manager Date: 5/26/2015 By: A...9 7747 6/i/c Print Name: Andy J.Hwang Title: Chief of Police Date: 5/26/2015 SCHEDULES Schedule A: Agreement Information Schedule B: Client Profile and Deliverables Schedule C: Hosted Solution Proposal Schedule D: Software Customization Agreement-Statement of Work WASHA version 9/11 Page 6 Aityk- pLRNIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT Schedule A -Agreement Information Notices: Official Notices provided pursuant to this Agreement shall be sent to the following parties as set forth in Section 11.3: If to RAGNASOFT: Christian Yecker President RagnaSoft Incorporated 917 Columbia Avenue STE 433 Lancaster PA, 17603 If to Customer: Andy J.Hwang Chief of Police City of Federal Way Police Department 33325 8th Ave S Federal Way,WA 98003 Contact Person: The name of the person appearing below has been designated by Customer as the main contact person and shall have full authority to act on behalf of Customer in all matters pertaining to this Agreement. This person shall be the primary point of contact between the parties: Billing Information: The person/department appearing below has been designated by Customer as the main billing contact,where RAGNASOFT shall direct all invoicing: WASHA version 9/11 Page 7 pL1RNTT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT Schedule B - Client Profile and Deliverables Customer Data: Company Name: City of Federal Way Police Department Street Address: 33325 8th Ave S City, State,ZIP: Federal Way, WA 98003 Phone Number: (253)835-6700 Fax Number: URL: Contact Name: Cathy M Schrock Contact Title: Civilian Operations Manager Contact Phone Number: 253-835-6850 Contact E-mail: cathy.schrock @cityoffederalway.com Type of Database Required: ® Blank with Default Settings(New Client) ❑ Set Up Temporary Demo Data Base Special Database Requirements Start Date: ❑ VAR with Demo Data ❑ VAR with Default Settings End Date: Dates: Date of Sale: 5/18/2015 Planned Implementation Date: 7/1/2015 Sold by: ® RagnaSoft Sales or Channel Sales Rep Name: Christian Yecker ❑ Reseller Sales Rep: Phone: 866.471.8919 x500 ❑ Referral Partner: E-mail: Christian.vecker@planitsehedule.com WASHA version 9/11 Page 8 pLRNt1 POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT Products and Services: Licenses: Professional Services: Number of Registered Users: 150 Soft User Limit(plus): 10 ® Set Up Features at Startup: ® Import Employee List from Excel • Scheduling(Core) ® Create Unit and Base/Employee Templates ® Employee Self Service ® Train Schedule Administrators ❑ Integrated Time Clock ® Data export to Customer's Eden ❑ Biometric Time Clock/s X _0_ Accounting/Timesheet system ® Schedule Export for Payroll ® Notifications/Basic SMS ® Consulting(Attach Statement(s)of Work) Additional Installation,Integration and Project Description Notes: WASHA version 9/11 Page 9 pLRNIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT Schedule C Hosted Solution Proposal City of Federal Way Police Department PLP T POLICE The Complete Scheduling&Human Resources Solution Designed Specifically for Law Enforcement Chris Yecker RagnaSoft Incorporated 917 Columbia Avenue STE 433 Lancaster, PA 17603 866.471.8919 x500 sales@planitschedule.com www.planitschedule.com PlanIt Scheduling Proposal for City of Federal Way Police Department Proposal Date: 5/18/2015 Valid until: 9/1/2015 PlanIt Scheduling Yearly Subscription 150 Members plus 10 flex licenses WASHA version 9/11 Page 10 of 20 pLIRNTT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT Core Scheduling Employee Self Service Notifications w/Basic SMS Hosting at a secure, high speed, backed up facility Technical Support Application Updates Internet Based Training Data Import of Employee Information Schedule Template Setup Additional Configuration Feature Total $4110 LDAP Authentication-Custom (See Article D) $2400 First Year Subscription $6510 Estimated Subscription Renewal for Year 2+* Continued Technical Support/Updates/Hosting/Backups To be evaluated 30 days prior to expiration of subscription. Estimated Subscription Renewal for Year 2+ $4110 *Based on initial number of employees and requirements remaining comparable. Schedule D SOFTWARE CUSTOMIZATION AGREEMENT THIS AGREEMENT("Agreement")is entered into on September 5, 2014,between RagnaSoft Incorporated("Developer"), with its principal place of business located at 917 Columbia Ave STE 433 Lancaster, Pennsylvania, 17603 and City of Federal Way("Client"), with its principal place of business located at 33325 S. Federal shall 2015 (the a ed a 333 5 8th Ave al Way, WA 98003 and sha be effective as of June 1,2 "Effective Date"). RECITALS WASHA version 9/11 Page 11 of 20 PLANIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT WHEREAS, Developer is engaged in the business of software application development and customization, WHEREAS, Client has acquired a license to use and modify the software known as Plan It Scheduling and customizations (the "Software"), WHEREAS, Client wishes to utilize the services of Developer in connection with the customization of the software pursuant to certain specifications, and for client's sole and exclusive use. NOW, THEREFORE, Developer and Client agree as follows: 1. Scope of Services Developer will perform the customization services described in Exhibit A ("Statement of Work" or the "Work"), in order to develop and implement the modifications to Software according to the specifications and completion times set forth therein. Client will cooperate fully with Developer's reasonable requests for information and data necessary for the completion of the Work. 2. Price and Payment Terms Client will pay Developer for Exhibit A. The price the Work at the price and on the terms set forth in Exh b t e pY p p p set forth in this Agreement does not include taxes. If Developer is required to pay any federal, state, or local taxes based on the services provided under this Agreement,these will be separately billed to client. Developer will not be liable for any interest or penalties incurred due to late payment or nonpayment of these taxes by Client, but instead Client will be fully responsible for payment of said interest and penalties. 3. Term and Termination Unless terminated as provided herein,this Agreement will extend to and terminate upon completion of Developer's Work as provided herein. Client may terminate this Agreement without cause upon thirty (30) days written notice. In the event of termination without cause, Client agrees to pay Developer for all of Developer's Work performed up to the date of termination. Either party may terminate this Agreement for material breach,provided, however, that the terminating party has given the other party at least twenty-one (21) days written notice of and the opportunity to cure the breach. Termination for breach will not alter or affect the terminating party's right to exercise any other remedy for breach. 4. Ownership of Intellectual Property Developer retains all rights and ownership of the software developed. Client is granted a free use license with no ongoing service fees besides those of the base Planit system. 5. Confidential Information A. All information relating to Client that is known to be confidential or proprietary, or which is clearly marked.as such, will be held in confidence by Developer and will not be disclosed or used by WASHA version 9/11 Page 12 of 20 pLIRNIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT Developer except to the extent that such disclosure or use is reasonably necessary to the performance of Developer's Work. B. All information relating to Developer that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Agreement. C. These obligations of confidentiality will extend for a period of 2 years after the termination of this Agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation. 6. Warranty and Disclaimer as to the Work Developer warrants the Work will be performed in a workmanlike manner, and in conformity with generally prevailing industry standards. Client must report any material deficiencies in Developer's Work to Developer in writing within ninety(90)days of Client's receipt of the Work. Client's exclusive remedy for the breach of the above warranty will be the re-performance of Developer's Work within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. DEVELOPER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES. 7. Representation and Warranty as to License Rights Client warrants and represents that it is authorized to use and modify or permit Developer to modify the Software as provided herein. 8. Limitation of Liability,Indemnification Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the performance of Developer's Work, whether in contract, tort, or otherwise, even if the other has been advised of the possibility of such loss or damages. Client will indemnify and hold Developer harmless against any claims incurred by Developer arising out of or in conjunction with Client's breach of this Agreement, as well as all reasonable costs, expenses and attorneys'fees incurred therein. Developer's total liability under this Agreement with respect to the Work, WASHA version 9/11 Page 13 of 20 pURN11 POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Client to Developer. 9. Relation of Parties The performance by Developer of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between Developer and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties. 10. Employee Solicitation/Hiring During the period of this Agreement and for twelve (12) months thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms "former employee" and "former subcontractor" will include only those employees or subcontractors of either party who were employed or utilized by that party within six (6) months immediately prior to the alleged violation. 11. Non-assignment Neither party will assign this Agreement, in whole or in part,without the prior written consent of the other party. If Client sells its business to another person or firm, such consent will not be unreasonably withheld. This Agreement will inure to the benefit of, and be binding upon the parties hereto,together with their respective legal representatives, successors, and assigns, as permitted herein. 12. Arbitration Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association(AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Pennsylvania. The arbitration will be held in Pennsylvania. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction. 13. Attorneys' Fees If any litigation or arbitration is necessary to enforce the terms of this Agreement,the prevailing party will be entitled to reasonable attorneys' fees and costs. 14. Severability WASHA version 9/11 Page 14 of 20 PLIRN4T POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect. 15. Force Majeure Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control. 16. Waiver and Modification The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto. 17. Entire Agreement This Agreement, together with any attachments referred to herein, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations,representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives. Developer RagnaSoft Incorporated Client City of Federal Way By: ° ' By: Z ~7 Title: President Title: Chief f Police WASHA version 9/11 Page 15 of 20 pLRN1T POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT EXHIBIT A: STATEMENT OF WORK TABLE OF CONTENTS Preamble 1.0 Project Background 2.0 Project Summary 3.0 Key Tasks and Milestones 4.0 Project Deliverables 5.0 Time and Cost Estimates 6.0 Price and Payment 7.0 Project Organization and Personnel Requirements 8.0 Supporting Documentation 9.0 Expenses and Taxes PREAMBLE This Statement of Work accompanies an Agreement that has been executed by the parties. All statements of fact contained in this Statement of Work are subject to the terms and conditions set forth in such Agreement. The terms and conditions set forth in the Agreement control in the event of any inconsistency between such terms and conditions and the matters set forth in this Statement of Work. 1.0 Project Background The Client plans to implement Developer's Plan It personnel scheduling system for its Police department. Plan It has an integrated user management and authentication system but the Client would like to be able to use their own LDAP/Active Directory Federation Service(ADFS)to authenticate their users to access Plan It. Planit does not currently have this functionality,but it will be developed and added for the Client as part of this proposed solution. 2.0 Scope 1. Project is expected to be approximately 2 to 3 weeks of work, but client will be billed for no more than 24 hours/3 days of work 2. The new proposed LDAP Authentication module will allow Client's users to use their existing AD credentials to access PlanIt. 3. The new module will only provide authentication(i.e. the user has an account in Client's AD,their password is correct and their account is enabled). 4. The module will not pull other user account information(i.e. AD group associations, email addresses,phone numbers,physical addresses, etc.)that may be being maintained in Client's AD. 5. Users will need to maintain/update their passwords in AD. No facility to change passwords will be provided in Planit. 6. A matching user account (i.e. same username in Planit and AD)will need to be created in Planit for each user and all user role and permission management will need to be done inside of PlanIt. 7. All contact information(i.e. email addresses, SMS addresses, and phone numbers depending on the features used)will need to be maintained separately in Planit. WASHA version 9/11 Page 16 of 20 pL NIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT 8. AD maintenance, upkeep and policies will be the responsibility of the Client. Developer cannot be responsible for ADFS outages or connectivity issues. 9. Any changes to the Client's ADFS infrastructure that could affect the functionality of the PlanIt LDAP Authentication module should be communicated in advance so that issues can be mitigated in advance. There may be additional charges for changes to the module if there are changes to the AD infrastructure,product updates, or security. 10. A test account and access to the Client's ADFS will be required during the development phase of this project. 11. Any changes to the proposed solution may increase the time/cost required to complete the project. 12. The project will be integrated into PlanIt. It will not be a standalone or external system. 3.0 Key Tasks and Milestones 1. LDAP Authentication module a. Development i. Core LDAP authentication code ii. Settings section in PlanIt to maintain LDAP URL for Client's public facing ADFS and authentication domain name. b. Testing i. Make sure everything works as expected in testing environment c. Integration and Production release i. Make sure everything works with Client's services 4.0 Project Deliverables Subject to timely payment, the deliverables described hereafter(the "Deliverables")will be provided to Client in final form upon completion of the tasks described in this Statement of Work. Preliminary or draft versions of these Deliverables will be made available to Client for review during the course of the Project. The final deliverable will be an integrated LDAP authentication module that will allow Client's users to use their own AD credentials to access PlanIt. 5.0 Time and Cost Estimates The project will take approximately 2 to 3 weeks to complete(24 work hours will be billed to Client)and will be completed by July 1st for use by the Client staff. The standard billing rate for custom PlanIt development is$100 per hour. 6.0 Price and Payment Developer is being hired on a fixed-price basis to perform the Services and provide the Deliverables described above. Any material change in the Services or Deliverables described above requires a written change order signed by the parties to the Agreement. Such change order may include an adjustment to the price or delivery dates. The fixed price for this Statement of Work is: $2400. 6.1 Invoices An invoice will be issued when the work is completed and client has accepted the deliverable. WASHA version 9/11 Page 17 of 20 pLRNIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT 6.2 Payment Payment is due fifteen(15) days after date of invoice. Client may not withhold any amounts due hereunder and Developer reserves the right to cease work without prejudice if amounts are not paid when due. Any late payment will be subject to any costs of collection(including reasonable legal fees) and will bear interest at the rate of one (1)percent per month or fraction thereof until paid. 7.0 Project Organization and Personnel Requirements The project will be completed by the Developer's team. Some input may be required from the Client and its members to ensure accuracy and completeness of the project. 8.0 Supporting Documentation Basic information about the clients LDAP/Microsoft Active Directory structure has been provided. Additional details may be required. 9.0 Expenses and Taxes Prices quoted for Services do not include and Client will reimburse Developer for its reasonable and necessary cost of travel and out-of-pocket costs for photocopying,overnight courier,unusual long distance telephone and the like. All non-local trips must be approved by Client before commencing. Any applicable sales tax is to be paid by Client. WASHA version 9/11 Page 18 of 20 pL RNIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT Exhibit E Privacy Statement Plan It Police is committed to protecting your privacy and developing technology that gives you the most powerful and safe online experience. This Statement of Privacy applies to the Planit Police Web site and governs data collection and usage.By using the PlanIt Police website,you consent to the data practices described in this statement. Collection of your Personal Information Planit Police collects personally identifiable information,such as your e-mail address,name,home or work address or telephone number.Planit Police also collects anonymous demographic information,which is not unique to you,such as your ZIP code,age,gender,preferences,interests and favorites. There is also information about your computer hardware and software that is automatically collected by Planit Police:Web Based Scheduling Software for Police Departments.This information can include:your IP address,browser type,domain names,access times and referring Web site addresses.This information is used by Planit Police for the operation of the service,to maintain quality of the service,and to provide general statistics regarding use of the PlanIt Police Web site. Please keep in mind that if you directly disclose personally identifiable information or personally sensitive data through Planit Police public message boards,this information may be collected and used by others.Note:Planit Police does not read any of your private online communications. PlanIt Police encourages you to review the privacy statements of Web sites you choose to link to from Planit Police so that you can understand how those Web sites collect,use and share your information.Planit Police is not responsible for the privacy statements or other content on Web sites outside of the Planit Police and Planit Police family of Web sites. Use of your Personal Information Planit Police collects and uses your personal information to operate the Planit Police Web site and deliver the services you have requested. Planit Police also uses your personally identifiable information to inform you of other products or services available from Planit Police and its affiliates.PlanIt Police may also contact you via surveys to conduct research about your opinion of current services or of potential new services that may be offered. PlanIt Police does not sell,rent or lease its customer lists to third parties.PlanIt Police may,from time to time,contact you on behalf of external business partners about a particular offering that may be of interest to you.In those cases,your unique personally identifiable information(e- mail,name,address,telephone number)is not transferred to the third party.In addition,Planit Police may share data with trusted partners to help us perform statistical analysis,send you email or postal mail,provide customer support,or arrange for deliveries.All such third parties are prohibited from using your personal information except to provide these services to Planit Police:Web Based Scheduling Software for Police Departments,and they are required to maintain the confidentiality of your information. Planit Police does not use or disclose sensitive personal information,such as race,religion,or political affiliations,without your explicit consent. Planit Police keeps track of the Web sites and pages our customers visit within Planit Police:Web Based Scheduling Software for Police Departments,in order to determine what PlanIt Police services are the most popular.This data is used to deliver customized content and advertising within Planit Police to customers whose behavior indicates that they are interested in a particular subject area. WASHA version 9/11 Page 19 of 20 PLRNIT POLICE CONFIDENTIAL WEB APPLICATION SERVICES AND HOSTING AGREEMENT PlanIt Police Web sites will disclose your personal information,without notice,only if required to do so by law or in the good faith belief that such action is necessary to:(a)conform to the edicts of the law or comply with legal process served on Planit Police or the site;(b)protect and defend the rights or property of Planit Police:Web Based Scheduling Software for Police Departments;and,(c)act under exigent circumstances to protect the personal safety of users of Planit Police:Web Based Scheduling Software for Police Departments,or the public. Use of Cookies The Planit Police Web site use"cookies"to help you personalize your online experience.A cookie is a text file that is placed on your hard disk by a Web page server.Cookies cannot be used to run programs or deliver viruses to your computer.Cookies are uniquely assigned to you,and can only be read by a web server in the domain that issued the cookie to you. One of the primary purposes of cookies is to provide a convenience feature to save you time.The purpose of a cookie is to tell the Web server that you have returned to a specific page.For example,if you personalize Planit Police pages,or register with Planit Police site or services,a cookie helps Planit Police to recall your specific information on subsequent visits.This simplifies the process of recording your personal information,such as billing addresses,shipping addresses,and so on.When you return to the same Planit Police Web site,the information you previously provided can be retrieved,so you can easily use the Planit Police features that you customized. You have the ability to accept or decline cookies.Most Web browsers automatically accept cookies,but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies,you may not be able to fully experience the interactive features of the Plan[t Police services or Web sites you visit. Security of your Personal Information Planit Police secures your personal information from unauthorized access,use or disclosure.PlanIt Police secures the personally identifiable information you provide on computer servers in a controlled,secure environment,protected from unauthorized access,use or disclosure.When personal information(such as a credit card number)is transmitted to other Web sites, it is protected through the use of encryption,such as the Secure Socket Layer(SSL)protocol. Changes to this Statement Planit Police will occasionally update this Statement of Privacy to reflect company and customer feedback.Planit Police encourages you to periodically review this Statement to be informed of how PlanIt Police is protecting your information. Contact Information Planit Police welcomes your comments regarding this Statement of Privacy.If you believe that Planit Police has not adhered to this Statement, please contact Planit Police at cvecker(iiragnasoft.com. We will use commercially reasonable efforts to promptly determine and remedy the problem. WASHA version 9/11 Page 20 of 20