2021/10/27 Council Agenda Packet

4.2. Provide a fmal scope and estimate including unforeseen or unknown contingencies based on the detailed scope of work and historical precedent. 5. JOC SYSTEM LICENSE: 5.1. Gordian hereby grants to City, and City hereby accepts from Gordian for the term of this Agreement, a non- exclusive right, privilege and license to Gordian's Job Order Contracting System and other related proprietary materials (collectively referred to as "Proprietary Information") to be used for the sole purpose of operating City's Job Order Contracting program. The parties hereby agree that Proprietary Information shall include, but is not limited to, the JOC Information Management System (as defined below) applications and support documentation, Construction Task Catalog® (also commonly referred to as a unit price book), construction cost data, training materials and other proprietary materials provided by Gordian. In the event this Agreement expires or terminates as provided herein, this JOC System License shall terminate and City shall return to Gordian all Proprietary Information in City's possession. 5.2. City acknowledges that disclosure of Proprietary Information will result in irreparable harm to Gordian for which monetary damages would be an inadequate remedy and agrees that no such disclosure shall be made to anyone without first receiving the written consent of Gordian. City further acknowledges and agrees to respect the copyrights, registrations, trade secrets and other proprietary rights of Gordian in the Proprietary Information during and after the term of this Agreement and shall at all times maintain complete confidentiality with regard to the Proprietary Information provided to City, subject to federal and state laws related to public records disclosure. 5.3. Gordian acknowledges that the City is subject to the Washington Public Records Act, chapter 42.56 RCW and other Washington statutes related to open government (collectively, the "Act"). If the city receives a public records request under the Act that requests any records that may be considered Proprietary Information, then the City shall give written notice to Gordian as provided in section 18 of the Agreement. The written notice will contain a description of the records that the City intends to disclose and the date when the disclosure will occur. If Gordian desires that the records not be disclosed, Gordian shall commence an action in Snohomish County Superior court before the disclosure date. Notwithstanding anything to the contrary in this JOC System License or Exhibit A or elsewhere in the Agreement, the City has no liability whatsoever to Gordian for the disclosure of any record when that disclosure is consistent with the Act or with an order applying the Act entered by the Snohomish County Superior Court or a Washington appellate court. 5.4. Upon expiration or termination of this Agreement as provided herein, Gordian shall provide to City all project data generated by City in a form accessible by a standard database program, such as Microsoft® Access®. 5.5. Gordian agrees to grant a license to each contractor that is awarded a JOC contract by City, provided the JOC contractor agrees to pay Gordian's contractor license fee in effect when City awards the contract, and provided City includes licensing language in the JOC contract similar in form to this JOC System License. 5.6. In the event of a conflict in terms and conditions between this JOC System License and any other terms and conditions of this Agreement or any purchase order or similar purchasing document issued by City, this JOC System License shall take precedence. 6. CITY DUTIES AND RESPONSIBILITIES: 6.1. City shall review all documentation and requests for information submitted by Gordian in a timely manner. 6.2. In the event the City elects to not utilize the optional Job Order Development Service, the City shall provide reasonable notice of its selected service option. Gordian Group, Inc. Professional Services Agreement (2021)