HomeMy WebLinkAbout26-126 - Hypershift - Microsoft Co-Pilot Training for StaffThis Agreement is entered into by and between the City of Tukwila, Washington, a non -charter
optional municipal code city hereinafter referred to as "the City," and Hypershift, hereinafter referred to
as "the Contractor," whose principal office is located at
Hypershift.
WHEREAS, the City has determined 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 to certain terms
and conditions; now, therefore,
IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties
hereto agree as follows:
1. Scone and Schedule of ServiceR o be Performed_ bv_ntra= The Contractor shall perform
those services described on Exhibit A attached hereto and incorporated herein by this reference as if
fully set forth. In performing such services, the Contractor shall at all times comply with all Federal,
State, and local statutes, rules and ordinances applicable to the performance of such services and the
handling of any funds used in connection therewith. The Contractor shall request and obtain prior
written approval from the City if the scope or schedule is to be modified in any way.
2.gGRa ion ansa _Method__Q avment. The City shall pay the Contractor for services rendered
according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this
reference.
3.,jtracto udaet. The Contractor shall 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 to amend its budget in any way.
4. Duration of Agreement_ This Agreement shall be in full force and effect for a period commencing
upon signing, and ending June 30th, 2026, unless sooner terminated under the provisions
hereinafter specified.
5. Independent Cont Contractor and City agree that Contractor is an independent contractor with
respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be
considered to create the relationship of employer 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 Agreement. The City shall not be responsible for
withholding or otherwise deducting federal income tax or social security or contributing to the State
Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the
Contractor, or any employee of the Contractor.
6. Each party (the "Indemnifying Party") shall defend, indemnify and hold the other party
and its officers, officials, and employees harmless from claims, damages, losses, and attorney fees
arising out of or resulting from the Indemnifying Party's own negligent or wrongful acts or omissions in
connection with this Agreement. In the event of concurrent negligence by both parties, each party's
indemnification obligation shall be limited to its proportionate share of fault as determined by a court of
CA Revised May 2020 Pagel of 4
competent jurisdiction. Notwithstanding any other provision of this Agreement, each party's total
cumulative liability to the other, for any cause whatsoever and regardless of the form of action, shall
not exceed the total fees paid or payable to Contractor under this Agreement. This limitation shall not
apply to claims arising from a party's gross negligence or willful misconduct.
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:
Commercial General Liability insurance with limits no less than $2,000,000 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.
2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of
Washington.
B. Insurance Coverage. The City's rights under this Agreement are limited to the insurance coverage
specifically procured by Contractor in connection with this Agreement and evidenced by the
certificate of insurance provided to the City. This Agreement does not entitle the City to access,
claim against, or be named as an additional insured under any of Contractor's insurance policies
that were not procured specifically for performance of work under this Agreement, including any
excess, umbrella, or general commercial policies maintained for other business purposes.
C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General
Liability insurance policies are to contain, or be endorsed to contain that they shall be primary
insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage
maintained by the City shall be excess of the Contractor's insurance and shall not contribute with
it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating
of not less than A: VII.
E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of
the amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, 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 policies, including endorsements, required in this Agreement and evidence of all
subcontractors' coverage.
F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance
coverage that complies with all applicable requirements of the Contractor -provided insurance as
CA Revised May 2020 Page 2 of 4
i
G. 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
nioticei.
H. Failure toMaintain Insuraince. Failure on the part of the Contractor to maintain the ii,insuraince m
required shall constitute a material breach of contract, upon which the City may, after giving five
business days notice to the Contractor to correct the breach, immediately terminate the contract
or, at its d�iiscretion, Nicurei or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demandor at the sole discretion
of the City, offset against funds due the Contractor from the City.
j41Fj-T4-Tr-1YX T—T-r-IriT-T-TTM I
A., The Contractor shall maintain account's and records, including personnel, property, financial and
programmatic records which sufficiently and piroperly reflect all direct and indirect costs of any
nature expended and services performed in the performance of, this Agreement and other such
records, as may be deemed necessary by the City to ensure the performance of this Agreement.
These records shall be maintained for a 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
40.,14 and by the City.
i
1. AuZr-VT.ar-1 nspectlions The records and documents with respect to all matters covered" pl.. this
Agreement shall be subject at all times to, inspection, review or audit by law during the performance of
this Agreement.
10., Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty
(30) days written notice of the City's intention to terminate the same. Failure to 1provide products on
schedule may result in contract termination. If the Contractof's insurance coverage is canceled for any
reason,, the City shall have the right to terminate this, Agreement immediately.
111. 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.,Assianment 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.
41iT17T--,T-71TT# 7i-T#T;l J, ST- 11171(rol j A.1 . .
0 t;14191411 MIN I giv-1 Oil M -a a
11S.Notiges Notices to the City of Tukwila shall be sent to the following address:
= - 1*
LIM1414111RUMUR-M ff-A.10i 0
CA Reviscd May 2020 Page 3 of 4
ress pro',
signature line below.
16�. Em, This Agreement shall be govemed by and construed in
accordance Wthi the l�aws of the State of Washington. In the event any suiit, 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 siluch
action shall be entitled to its afforney's fees: ainid costs, of suft.
DATED this 12th day of May 10 20 26
Dccu&gned by:
f
— J' l Bh, Chiief Technical Officer
NPPRUTED AS TO FORITI BT LEGAL 5/7'/26.
PPT,' ° 0 V,
0 =0
111,11111ild b
BOiZ
MMON amlei, matthewi smith
.......... . ............... .. .. .. .. .
CA Revised May 200 Page ,4 of 4
A p r, i 12 2 0 2 6
Aprit 23, 2026 Statement of Work Page 2
Aprit 23, 2026 Statement of Work Page 3
Aprit 23, 2026 Statement of Work Page
Aprit 23, 2026 Statement of Work Page
Aprit 23, 2026 Statement of Work Page 6