2019/01/23 Council Agenda Packet

ii• Subscription Fees,then you may not take advantage of uptime/hardware guarantee credits, and you are at risk of having your access to the software suspended. b. Upon expiration of the Initial Term,this Agreement will renew automatically for two(2) additional one-year terms according to the pricing indicated in the Investment Summary unless terminated in writing by either party at least ninety(90) days prior to the end of the then- current renewal term.Your billing cycles will automatically renew unless you notify us in writing that you no longer want access to the software. No refund of prepaid subscription fees will be provided if the customer wishes to terminate for convenience.Customer's right to access or use the SaaS Services will terminate at the end of this Agreement.This agreement will expire in Year 4 unless Customer provides 30-day written notice to renew,with final pricing subject to negotiation between the Parties. 5.CONFIDENTIAL INFORMATION. • 5.1 Socrata's Confidential Information. 5.1.1 Socrata understands that any records (including but not limited to bid or proposal submittals,the Agreement, and any other Agreement materials) it submits to the Customer, or that are used by the Customer, are public records under Washington State law, RCW Chapter 42.56. Public records must be promptly disclosed upon request unless a statute exempts them from disclosure.Socrata also understands that even if part of a record is exempt from disclosure, the rest of that record generally must be disclosed. 5.1.2 If the Customer receives a public disclosure request made pursuant to RCW 42.56, the Customer will not assert an exemption from disclosure on behalf of Socrata. For materials that Socrata has properly marked, the Customer must notify Socrata of the request and postpone disclosure for ten business days to allow Socrata to file a lawsuit seeking an injunction preventing the release of documents pursuant to RCW 42.56.540. Unless Socrata obtains and serves an injunction upon the Customer before the close of business on the tenth business day after the date of the notification,the Customer may release the documents. It is Socrata's discretionary decision whether to file the lawsuit. 5.1.3 In order to request that material not be disclosed until receipt of notification of a public disclosure request, Socrata must identify the specific materials and citations very clearly that Socrata believes are exempt from disclosure. The Customer will not withhold material for notification if Socrata simply marked confidential on the document header,footer, stamped on all pages, or offered a generic statement that the entire document is protected. Only material specifically so identified and cited will be temporarily withheld until the Customer provides notification of a public disclosure request. 5.1.4 If Socrata does not obtain and serve an injunction upon the Customer within 10 business days of the date of the Customer's notification of the request, Socrata is deemed to have authorized releasing the record. 5