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HomeMy WebLinkAbout19-062 - Info-Tech Research Group - 2019-2020 IT Research and Advisory Service Membership��t^ ����r�v�� ^°"�� w,v Tukwila 62O0SouthoanharBoulevard, Tukwila VVA88188 CONTRACT FOR SERVICES Contract Number 19-062 Council Approval N/A This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the Cbv.^ and Info -Tech Research {Snnup Inc., a De|mvvana corporation hereinafter referred to as "the Contraotnr.^ with offices located at 3960 Howard Hughes Parhway, Smite5@Q. Las Vmgaa, NV 89169 WHEREAS, the City has dahann/ned the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services-, and WHEREAS, the City desires to have the Contractor perform such services pursuant tocertain terms and conditions-, now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained. the parties hereto agree as follows: i. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit attached hanaho and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Fodena|. State, and local statuhas, rules and ordinances applicable to the performance of such services and the handling ofany funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope orschedule istobemodified inany way. 2. Compensation and Method of Payment. The City shall pay the Contractor for oonvi000 rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount tobepaid shall not exceed $13.00OOO 3. Contractor Budget. The Contractor nhoU apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires toamend its budget inany way. 4. Duration of Agreement. This Agreement shall be in full force and effect for o period commencing April 1. 2019 . and ending May 1. 2020 unless sooner terminated under the provisions hereinafter specified, 5. Independent Contractor. Contractor and City agree that Contractor isanindependent contractor with respect to the services provided pursuant tothis Agreement. Nothing inthis Agreement shall be considered to create the relationship ofemployer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Aoraanlont The City shall not be responsible for withholding or otherwise deducting federal income tax orsocial security orcontributing tothe State Industrial Insurance Pno0rom, or otherwise assuming the duties of an employer with respect tnthe Conhmctor, or any employee of the Contractor. \ -5 �- o�� ;? u r - . l CA Revised December 2016 Page of 4 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. Except for the Contractor's Indemnification obligations related to: (1) breach of confidentiality; (2) third party intellectual property infringement; (3) bodily injury and property damage; and, (4) gross negligence or willful misconduct; to the fullest extent permissible by applicable law, notwithstanding anything to the contrary herein, the maximum amount that Contractor or its related entities, suppliers, sub -contractors, agents or distributors is liable to the City for under this Agreement. for any reason whatsoever, including negligence, is Two Million Dollars ($2,000,000USD). The parties acknowledge that Contractor has set its prices and entered into this agreement in reliance on the limitations of liability and disclaimers of warranties and damages set forth herein, and that the same form a fundamental and essential basis of the bargain between the parties. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations; independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage, CA Revised December 2016 Page 2 of 5 3, Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington, B Other Insurance Provision. The Contractor's Automobile Usbi|bv and Commercial General Liability insurance policies are to onntsin.or be endorsed to contain that they shall be primary insurance with respect to the City. Any insunence, so|f+nourance, or insurance pool uomanago maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. C, Acceptability mfInsurers. Insurance is to be placed with insurers with a curnentA.M. Best rating of not less than A: VII. D� Verification ofCoverage. Contractor shall furnish the City with original certificates and ocopy of the amendatory endomennerds, including but not necessarily limited to the additional insured endorsennent, evidencing the insurance requirements of the Contractor before commencement of the work, Upon request by the City, the Contractor shall furnish certified copies of all required insurance poUuieo, including endoneennents, required in this Agreement and evidence of all subcontractors' coverage. E. Subcontractors. The Contractor aheU have sole responsibility for determining the insurance coverage and limits required, if any, to be obtained by oubcontrautors, which determination shall bemade inaccordance with reasonable and prudent business practices, F. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. G Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a nnoteha| breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the bnaaoh, immediately terminate the contract o/, at its discnation, procure urrenew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records` including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expanded and services performed in the performance of this Agreement and other such records asmay bedeemed necessary by the City toensure the performance ofthis Agreement. 8, These records shall be maintained for period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 4O,14and bythe City. C The Contractor recognizes that the City is a public entity and is subject tothe Washington State Public Records Act (''PR\^) and other public Uioo|osunm laws. As such, the parties agree that the Provisions set forth in Section 4 of the N1yPo|icieo Terms of Use. located at https://«««w infotech shall only apply tothe extent permitted by |avv and the City may release records that are not exempt under the PRA without written consent of the Contractor. 9. Audits �and Inspections. The records and documents with respect &oall matters covered by this Agreement shall be subject at all times to inspection, review oraudit by law during the performance of this Agreement. 10. Termination. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below, 16. Applicable Law; Venue; Attornev's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement. the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. 17. Conflicts. In the event of any conflict between the terms of this Agreement, Exhibit A, or MyPolicies Terms of Use located at https./iwwnw_infatech.com/rnLpouciesiterrns of -use, the terms of this Agreement shall prevail. CA Revised December 2016 Page 4 of 5 DATED this 21 st day of March 2019, CITY OF TUKWILA CONTRACTOR dS,r'.Jt f.lidV �i/�<<,l�rsr w�ylCiO Printed Name: Title: Address: 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169. CA Revised December 2016 Page 5 of 5 DocuSign Envelope ID: 69287E62-B986-4EAC-85EB-5931FC86EBB7 1 City of Tukwila Service Proposal NFO TECH RESEARCH GROUP Nick Pearson Managing Commercial Director npearson@infotech.com 1-888-670-8889 ext.3238 21/03/2019 DocuSign Envelope ID: 69287E62-B986-4EAC-85EB-5931FC86EBB7 Hi Joel, On behalf of our entire team at Info -Tech Research Group, I am pleased to present this proposal for IT Research and Advisory services to you and your IT department at City of Tukwila. Info-Tech's IT Research and Advisory membership provides you with access to our powerful diagnostic tools and key research to help you systematically improve your IT departments performance. To help you maximize the impact of your membership, we also provide an unmatched level of member service. I welcome the opportunity to work with you and your IT executives at City of Tukwila. Should you have questions at any time, please contact me directly at your convenience. Sincerely, Nick Pearson Managing Commercial Director npearson@infotech.com 1-888-670-8889 ext.3238 Info -Tech Research Group 3960 Howard Hughes Parkway Suite 500, Las Vegas, NV, USA 89169 Infotech.com DocuSign Envelope ID: 69287E62-B986-4EAC-85EB-5931FC86EBB7 SERVICE AGREEMENT WITH INFO -TECH RESEARCH GROUP Service Start Date: 01/04/2019 Contact: Joel Bush City of Tukwila Product Bundle Options Description Quantity Subtotal Discount Total SE Management Bundle See below for your selected bundle products Premium seat with the option of. one LIVE event or one Training Program 1.00 $29,400.00 $16,400.00 $13,000.00 Team Seat Full Web Research Access with selective diagnostic and contract review 2.00 SE rnyPolicies Up to 200 myPolicies licenses for Small Enterprise 1.00 Total Discounts: Total: $16,400.00 $13,000.00 All items stated on this document is in USD. DocvSignEnvelope ID: po86EBn Payment terms: payable upon receipt of Invoice Services listed in this Service Agreement are provided under the MyPolicies Terms of Use ("Terms of Use"), a copy of which is available at Consulting and workshop engagements do not include travel and expenses, which will be charged in addition to the fees listed. Workshops purchased as part of membership expire without refund or credit at the end of the nnen,ibership period covered by the purchase. Workshops purchased outside Membership expire without refund or credit 1 -year after purchase. Please work with Your" rnen"iber services representative to select & schedule workshops prior toexpiration. Subject to applicable taxes. If your C0n0p8ny is tax exempt, please provide 8 V8hd \8x exemption certificate with the Signed proposal. This Service Agreement is governed by the Contract for Services dated March 21, 2019, If there is a conflict between the Contract for Services and the myPolicies Terms of Use or any purchase order terms and conditions, the Contract for Services ShGU prevail. By signing this Service Agreement, you agree to pay the fees set out herein 8nDU@||y for the term indicated above bythe service start and end date, subject tOanannual increase i0the fee 0f5%. This proposal has a definite expiry date of 22/03/2019, Please return this signed Service Agreement to Info -Tech by DocuSigo, wnnai| npmanson@infotenhzomn or fax (1'519432'2506). Please include POifrequired. Thank you for your business! The signature below affirms your commitment to pay for the services ordered in accordance with the terms of this service agreement and in accordance with the terms ofuse. Please Select Membership Term: ONE-YEAR TERM If you are tax exempt, please provide tax exemption certificate. Name \ Title�~ �' Info -Tech Research Group Inc. Ryan Huggett corporate counsel , DocuSin"ed by: », xr SigOGtu Date