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Service Solicited - 2025 - Recite Me - Web Accessibility SoftwareCITY OF EAGLE PROFESSIONAL SERVICES AGREEMENT (Web Accessibility Software) This Professional Services Agreement ("Agreement") is entered into this day of SeV6m6e,-2025, by and between the City of Eagle, an Idaho municipal corporation ("City") and Recite Me ("Contractor"). The City and Contractor are sometimes collectively referred to herein as the "Parties." RECITALS WHEREAS, the City desires increase accessibility to the City's website for the duration of the agreement. Recite Me is supplied on a software as a service ("SaaS") basis; WHEREAS, the City feels that it is important to provide the public English language alternatives, and ADA accessibility and translation options on the City's website; WHEREAS, Contractor will provide a named account manager who will be the main point of contract between the Contractor and the City throughout the agreement; WHEREAS, the Contractor will provide technical support as required; WHEREAS, the Idaho Legislature during its 2023 legislative session passed an act, codified at Idaho Code § 67-2359, requiring public entities of the State of Idaho to include in certain contracts for services (including any renewals of such contracts) a written certification that the Vendor/Contractor is not currently owned or operated by the government of China and will not for the duration of the contract be owned or operated by the government of China; and NOW THEREFORE, and in consideration of the mutual promises contained herein, the Parties agree to the following: 1. Incorporation of Recitals: The above Recitals are a material part of this Agreement and are incorporated into the Services of this Agreement by reference as though they were fully set forth herein. 2. Services: The Contractor shall provide the deliverables as identified in Exhibit A attached hereto and incorporated herein. 3. Term; Renewal; AND Termination: a) Term: This Agreement shall be for a 12-month term, beginning October 1, 2025. b) Renewal: This Agreement may be renewed, annually if mutually agreed to by the Contractor and City Council in writing. The City reserves the right to not renew this Agreement for any reason. c) Termination: Either party shall have the right to terminate this Agreement at any time by giving ninety (90) days written notice of such termination. The City may terminate this Agreement immediately upon any breach of performance specified in this Agreement by the Contractor or any violation of State, Federal or local law. Notwithstanding any provision of this Agreement, Contractor shall not be relieved of liability to City for damages sustained by City by virtue of any breach of this Agreement by Contractor, and City may withhold any payments to Contractor for the purposes of set-off until such time as the exact amount of damages due City from Contractor is determined. This provision shall survive the termination of this Agreement and shall not relieve Contractor of liability to City for damages. 4. Breach of Contract: The Contractor will endeavor to rectify a breach of contract within One (1) month. The City shall be permitted to contract with another contractor should the contractor fail to rectify the breach within the given period. 5. Ownership and Intellectual Property: All materials produced for the City by Contractor under this Agreement shall become the property of the City except Contractor shall retain sole ownership of any know-how, software, source code, tools and methodologies developed by Contractor (hereinafter "work Product"). 6. Compensation: The Contractor shall be paid for its services in an amount not to exceed three thousand eight hundred twenty dollars and zero cents ($3,820.00). 7. Additional Expenses: Usual and customary office expenses, as well as mileage compensation, shall not be considered for reimbursement to the Contractor. However, should other services be needed by the contractor prior written approval must be obtained by the City, for said expenses to be available for reimbursement. 8. Equipment, Materials, Supplies: Contractor shall supply, at Contractor's sole expense, all equipment, tools, materials, and/or supplies to accomplish the services to be provided under this Agreement. 9. Payment: The Contractor shall submit an invoice for payment to Eagle City Hall, P.O. Box 1520, Eagle, Idaho 83616, or emailed to finance2ci ofea leg .org . Payment of Contractor's invoice cannot be made until a copy of Contractor's W-9 is provided to the City. Payment shall be made within thirty (30) days of receipt of the invoice. Should the 30th day fall on a weekend, the payment shall be due the following Monday. An additional charge of 1.5% per month shall accrue per month of unpaid balance. 10. Taxes: The Contractor assumes full and sole responsibility for payment of state and federal income tax, withholdings, social security, and other payroll taxes on any income attributable to the Contractor arising from compensation provided under this Agreement. As such the contractor shall be required to submit a completed W-9 prior to payment of its invoice. 11. Independent Contractor: At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of the City. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means and methods by which Contractor accomplishes services rendered hereunder. Contractor shall indemnify the City against any liability arising out of an allegation or finding that Contractor is not an independent contractor. Contractor is not entitled to employee benefit programs or any protection afforded employees of the City of Eagle. Contractor is not prohibited from providing the same services for other businesses at any time except times which would present a conflict in providing City services under this Agreement. As a self-employed person, the Contractor will be solely responsible for payment of all federal and state taxes, will not be an employee of the City for worker's compensation or any other purposes, and will not have unemployment insurance benefits. 12. Contractor not Agent: Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement, to bind City to any obligation whatsoever. 13. Nondiscrimination: Contractor agrees not to discriminate against any person because of race, color, religion, sex, national origin, age, disability or marital status in any activity for which Contractor is providing services under this Agreement. 14. Indemnification: Contractor agrees to indemnify and save and hold harmless City from and for any and all losses, claims, actions, judgment for damages, or injury to persons or property and losses and expenses and other costs including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the performance of this Agreement 15. Liability: a) The Contractor is not liable for failure to perform its obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service. b) Save in the case of death or personal injury resulting from its negligence the aggregate liability of Recite Me NA LLC. under this Agreement (howsoever arising) shall not exceed $5,000. 16. Notice: Communication between the Parties regarding day-to-day matters shall occur via e- mail or telephone. For Clarification on or direction regarding day-to-day matters. All other notices required to be given by either of the Parties shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: CITY OF EAGLE: City of Eagle Attn: City Clerk P.O. Box 1520 Eagle, ID 83616 Email correspondance: clerks ,cityofea Ig e.org Invoice remittance: financial@ci ofea lg e.org Phone: 208-939-6813 CONTRACTOR: Recite Me Attn: Matthew Cox, Country Manager 121110 Sunset Hills Road #600 Reston, VA 20190 Email: matt.coxgreciteme.com Phone: 571-946-4068 17. Compliance with Laws: Each party shall comply with all applicable Federal, State and local laws and regulations. 18. Assignment: This Agreement may not be assigned or delegated by either party without prior written consent of the other party. 19. Attorney's Fees: The prevailing party in any claims or disputes arising out of this Agreement shall be entitled to recover reasonable attorney's fees in addition to other relief which a court of competent jurisdiction may award. 20. Entire Agreement: This Agreement constitutes the entire agreement between the Parties relative to the subject matter hereof. Statements or representations of any kind not embodied herein shall be of no force or effect. This Agreement may only be modified in writing. 21. Governing Law: This Agreement will be construed in accordance with the laws of the State of Idaho. 22. Heirs and Assigns: This Agreement and the terms and conditions hereof shall apply to and are binding upon the heirs, executors, administrators and assigns of the parties hereto. 23. Statutory Certifications: In accordance with Idaho Code Section 67-2359 Recite Me, LLC (company) hereby certifies that it is not owned or operated by the Government of China, as defined in said code section, and that during the Term of this Agreement it will not be owned or operated by the Government of China. 24. Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 25. Approval: The City and Contractor each acknowledge that this Agreement, even though agreed upon by the City's representatives, is not binding upon the City until such time as the Eagle City Council approves this Agreement and authorizes the Mayor to execute this Agreement on behalf of the City. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CITY OF EAGLE: Brad Pike, Mayor Tracy E. sborn, City Clerk CONTRACTOR: Matthew Cox, Country Manager Recite Me EXHIBIT A SCOPE OF SERVICES The Contractor will provide Recite Me web accessibility software ("the Web Accessibility Software") for the Client's website for the duration of the agreement. Recite Me is supplied on a software as a service ("SaaS") basis. Specifically, Recite Me provides an assistive technology toolbar to help make your website more accessible and inclusive to visitors of www.cityfea lg e_org. For the avoidance of doubt Recite Me is not a compliance tool and does not offer any compliance guarantees or auditing services pertaining to ADA or Web Accessibility standards and guidelines WCAG or otherwise. 1. During each month of this Agreement the Supplier undertakes to the Client that the Software shall be capable of being accessed (except where inaccessibility is caused by backbone outage or power failure of the National power suppliers or any event of Force Majeure) no less than 99.9% of the time during normal working hours of 09:00 to 17:00 EST.* 2. During each month of this Agreement the Supplier undertakes to the Client that the server on which the Software is hosted and the ancillary equipment out to the relevant router shall have no more than 1.0% down time.* 3. The Supplier undertakes that the Software is backed -up at least once every 24 hours and secured in accordance with good industry practice. 4. The Supplier will monitor the Software on the relevant server and if at any time the Software is not fully accessible for 2 hours or more then the Supplier shall notify the Client immediately and the Supplier shall start correcting the problem immediately and shall continue working on it until it is remedied. 5. The Supplier will ensure that: • All planned maintenance will be undertaken outside of the normal working hours referred to above. • All planned maintenance which may result in the Software not being available for more than 2 hours will be notified to all clients prior to carrying out such maintenance. • Notice of emergency maintenance will be given as soon as is practicable. *For the avoidance of confusion, the difference between points 1 and 2 is designed to reflect that within normal working hours our team can react in real time to any issue, whereas out of hours this may take a little longer, and to allow for any planned system downtime for maintenance/upgrades.