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HomeMy WebLinkAbout17-193 - Right Systems Inc - Professional Services for City's Wireless Project17-193 Contract Approval N/A RIGHT! SYSTEMS INC City of Tukwila Master Services Agreement October 12, 2017 `S -F- of c2 p t' --4i n a Ls- GENERAL ASSUMPTIONS The general assumptions for this MSA may or may not apply to a specific service engagement. • City of Tukwila may need to provide a convenient workspace for RSI team members. • RSI may need to have access to City of Tukwila offices during service engagements. • RSI engineers may need network connectivity and internet access provided by City of Tukwila. • The appropriate City of Tukwila technical resources may need to be available. City of Tukwila will provide RSI with the name of at least one primary project contact prior to service engagement start. • City of Tukwila may need to provide RSI access to technical support from the provider of any hardware being affected by this service engagement during regular business and after hours. • City of Tukwila may need to have appropriate software licensing for the work being performed on a specific service engagement. • RSI is not responsible for any hardware failures during service engagements which could potentially cause the schedule of engagement completion to be delayed and may submit a Change Order to readjust the time for completion based on the circumstances. • Engagement time estimates do not include any time or costs associated with hardware or software related support incidents. Those incidents that result in RSI needing to open and work to resolution a vendor -related issue on behalf of City of Tukwila may be viewed, at the sole discretion of RSI, as a Change Order to a project scope and will require a Change Order Request form to be completed, signed, and approved. CHANGE MANAGEMENT PROCESS RSI follows a structured methodology with respect to managing unexpected project scope changes. Such changes may be encountered during projects. If items requiring a change to the original Statement of Work are identified, the following are the steps that we will follow to deliver a Change Order Request: • Discuss and confirm need for additional work with City of Tukwila. • Identify additional tasks and deliverables associated with the scope change. • Estimate the work effort associated with the additional tasks and deliverables. • Based on the work effort estimate, determine the impact on schedule and budget, including contingency. • Use contingency budget, if possible. • Draft a new statement of work if the estimates: o Require additional resources o Affect the project schedule or budget Paget MASTERS SERVICES AGREEMENT SCHEDULING AND RESOURCES TERMS RSI projects and resources are scheduled based on the following terms: • City of Tukwila acknowledges that RSI will schedule qualified resource(s) only upon receiving a signed, executed statement of work, and an accompanying purchase order, if required. Scheduling for qualified resources may require up to six (6) weeks lead time. • City of Tukwila acknowledges that once RSI has scheduled resources for a project, any changes by City of Tukwila must be submitted to RSI no later than two (2) weeks prior to the project start date. • Should City of Tukwila determine the need to delay the project start date, RSI will make every effort to re -schedule qualified resources within six (6) weeks of the originally scheduled start date. • City of Tukwila acknowledges that RSI tracks time in daily increments, per qualified resources, for onsite or remote work. TRAVEL AND EXPENSES In the event that RSI is required or requested to travel during service engagements it is expected and agreed to that City of Tukwila will reimburse RS1 for any necessary and agreed upon travel expenses. Travel expenses will be submitted to City of Tukwila for reimbursement using current standard IRS guidelines for expenses. RSI will endeavor to select reasonably priced airlines, hotels, meals, and other expenses. These expenses may include the following: • Airfare • Rental Car, Parking, Ground Transportation and Tolls • Meals • Lodging Page 3 ri G4T 51'5 rams. MC, I MASTERS SERVICES AGREEMENT TERMS AND CONDITIONS Confidential information Each party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other Party, including. but not limited to, software, technical processes and formulas, source codes, email, voicemail, wireless communications. firewalls, passwords and other unique identifiers ("Confidential Information"). Confidential Information shall not include information that the receiving Party can demonstrate (a) is, as of the time of its disclosure. or thereafter becomes part of the public domain through a source other than the receiving Party. (b) was known to the receiving Party as of the time of its disclosure. (c) is independently developed by the receiving Party. or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing Party. Except as provided for in this Agreement. each Party shall not make any disclosure of the Confidential Information to anyone other than its employees who have a need to know in connection with this Agreement. Each Party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each Party and its employees shall survive the expiration or termination of this Agreement. Neither•party-shall discloseadver-tise-or-publish-the-termsand 0 c-onditions•of this -Agreement -without -the -prior -written -consent of -the other-party.•Any.press•release-or-publicatior•regarding this Agreement ,is •subjec-t-to prior-review-and-written•approval-of the -parties: No Hire During the course of this Agreement and for a period of twelve months following the conclusion of this Agreement. City of Tukwila shall not directly or indirectly hire. solicit, or encourage RSI employees or contractors to leave the employment of RSI in an effort to gain employment with City of Tukwila. Invoicing and Paymen RSI will need a Purchase Order mber prior to performing the services listed in a state of work. All invoices are to be paid to RSI in net 30 day . n addition, RSI and City of Tukwila will mutually agree to a progressive invoicing schedule on weekly or bi-weekly basis. Retainer agreements for RSI services are due and payable prior to the schedul' g of technical resources for of receipt by the City services delivery. $Av receipt Late Payment. City of Tuk shall pay to RSI all undisputed fees within 30 days of e -date of the applicable RSI invoice. If City of Tukwila fails to pay any undisputed fees within 30 days from the date of an invoice. wher . applicable. late charges of the greater of 1.5% per month • the maximum allowable under applicable law shall also becom payable by City of Tukwila to RSi. In addition. failure of Cit of Tukwila to fully pay any undisputed fees within forty five 45 days after the applicable due date shall be deemed . material breach of this Agreement. justifying suspension of t - performance of the Services by RSI. and will be sufficient ca e for immediate termination of this Agreement by RSI. An such suspension does not relieve City of Tukwila from payi ._ past undisputed clue fees plus interest and in the event of , •flection enforcement, City of Tukwila shall be liable for any c•.ts associated with such collection. including. Tukwila Note: There are no procedures for disputed fees but not limited to, legal costs. attorneys' fees. court costs and collection agency fees. Taxes. City of Tukwila shall pay or reimburse RSI for all sales, use, transfer, privilege. excise. and all other taxes and all duties, whether intemational. national, state or local, however designated. which are levied or imposed by reason of the performance by RSI under this Agreement: excluding. however. income taxes on profits which may be levied against RSI. Purpose/Meaning of Signatures City of Tukwila signature on this document and subsequent statements of work indicates that City of Tukwila agrees that the content, terms. conditions, and deliverables contained herein and in subsequent statements of work accurately reflect the services required by City of Tukwila. City of Tukwila decision to purchase the services described will be based on this document and subsequent statements of work in their entirety. R51 signature on this document and subsequent statements of work indicate that RSI's obligation to undertake the services as defined in this document and subsequent statements of work. in the time frames described herein effective as of the date of City of Tukwila decision to purchase and providing that City of Tukwila provides appropriate purchase/payment commitments. Note: Indicate whether or not your organization requires a purchase order to process payments. If so. please provide a purchase order number and attach a copy of the purchase order to this agreement. License and Proprietary Rights Proprietary Rights of City of Tukwila. As between City of Tukwila and RSI. City of Tukwila information shall remain the sole and exclusive property of City of Tukwila. including, without limitation, all copyrights, trademarks. patents, trade secrets. and any other proprietary rights. City of Tukwila hereby grants to RSI a non-exclusive. worldwide. royalty -free license for the duration of this Agreement to edit. modify. adapt. translate. exhibit, publish, transmit. participate in the transfer of. reproduce, create derivative works from. distribute. perform. display, and otherwise use City of Tukwila information as necessary to render the Services to City of Tukwila under this Agreement. Proprietary Rights of RSI. All materials. including but not limited to any computer software (in object code and source code form), data or information developed or provided by RSI or its suppliers under this Agreement. and any know-how. methodologies, equipment. or processes used by RSI to provide the Services to City of Tukwila. including. without limitation. all copyrights, trademarks, patents. trade secrets. and any other proprietary rights inherent therein and appurtenant thereto (collectively "RSI Materials") shall remain the sole and exclusive property of RSI or its suppliers. To the extent, if any. that ownership of the RSI Materials does not automatically vest in RSI by virtue of this Agreement or otherwise. City of Tukwila hereby transfers and assigns to RSi all rights. title and interest which City of Tukwila may have in and to the RSI Materials. City of Tukwila acknowledges and agrees that RSI is in the business of providing network protection services, and that RSI shall have the right to Page 4 , MASTERS SERVICES AGREEMENT provide to third parties services which are the same or similar to the Services. and to use or otherwise exploit any RSI Materials in providing such services. Warranties RSI Warranties. RSI represents and warrants that; (a) RSI has the power and authority to enter into and perform its obligations under this Agreement. and (b) RSI's Services under this Agreement shall be performed in a workmanlike manner in accordance with Industry Standards applicable to the work defined in this Agreement. City of Tukwila Warranties. City of Tukwila represents and warrants that it has the power and authority to enter into and perform its obligations under this Agreement. Disclaimer of Warranty. Except for the limited warranty set forth previously. RSI makes no warranties hereunder, and RSI expressly disclaims all other warranties. express or implied, including. without limitation, warranties of merchantability and fitness for a particular purpose. Indemnification City of Tukwila. City of Tukwila agrees to indemnify, defend. and hold harmless RSI. its directors, officers, employees and agents, and defend any action brought against same with respect to any claim. demand. cause of action. debt or liability. including reasonable attorneys. fees, to the extent that such action is based upon a claim that: (i) if true. would constitute a breach of any of City of Tukwila representations. warranties. or agreements hereunder; (ii) arises out of the negligence or willful misconduct of City of Tukwila: or (iii) any of the City of Tukwila Information to be provided by City of Tukwila hereunder or other City of Tukwila material relevant to RS1's Services infringes or violates any rights of third parties, including without limitation. rights of publicity. rights of privacy. patents. copyrights. trademarks, trade secrets. and/or licenses. L RSI agrees to indemnify, defend. and hold harmless City of Tukwila. its directors. officers. employees and agents, and defend any action brought against same with respect to any claim, demand. cause of action, debt or liability, including reasonable attorneys. fees. to the extent that such action arises out of the gross negligence or willful misconduct of RSI. Notice: In claiming any indemnification hereunder, the indemnified Party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may. at its own expense. assist in the defense if it so chooses. provided that the indemnifying Party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified Party shall not be final without the indemnified Party's written consent, which shall not be unreasonably withheld. Limitation of Liability RSI shall have no liability for unauthorized access to. or alteration. theft or destruction of. City of Tukwila data files, programs or information through accident, fraudulent means or devices. RSI shall have no liability with respect to RSI's obligations under this agreement or otherwise for consequential. exemplary. special. incidental. or punitive damages even if RSI has been advised of the possibility of such damages. In any event. the liability of RSI to City of Tukwila for any reason and upon any cause of action shall be limited to the amount actually paid to RSI by City of Tukwila under this agreement and subsequent statements of work during the four (4) months immediately preceding the date on which such claim accrued. This limitation applies to all causes of action in the aggregate, including, without limitation. to breach of contract. breach of warranty, negligence, strict liability, misrepresentations, and other torts. Termination and Renewal Term. This Agreement shall be effective when signed by the Parties and thereafter shall remain in effect for two (2) years. BAR unless earlier terminated as otherwise provided in this Agreement (the "Initial Term"). Termination. Either party may terminate thi greement if a bankruptcy proceeding is instituted a : .' st the other Party which is acquiesced in and not .' issed within Sixty (60) days. or results in an adjudicate. • bankruptcy. or the other Party materially breaches of its representations, warranties or obligations u • this Agreement. and such breach is not cured within t- 0) days of receipt of notice specifying the breach. RS ay terminate this Agreement at any time and for any reason by providing written notice of termination to City of Tukwila and refunding a pro rata portion of fees paid to City of Tukwila for Services not yet rendered on the date termination" ---oto the other party. Termination and Payment. Upon any termination or expiration of this Agreement, City of Tukwila shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. Either party Miscellaneous Entire Agreement. This Agreement and attached Schedules constitute the entire agreement between City of Tukwila and RSI with respect to the subject matter hereof and there are no representations. understandings or agreements which are not fully expressed in this Agreement. Cooperation. The Parties acknowledge and agree that successful completion of the Services shall require the full and mutual good faith cooperation of each of the Parties. Independent Contractors. RSI and its personnel, in performance of this Agreement. are acting as independent contractors and not employees or agents of City of Tukwila. Amendments. No amendment, change, waiver. or discharge hereof shall be valid unless in writing and signed by the Party against which such amendment, change, waiver. or discharge is sought to be enforced. Customer Identification. RSI may use the name of and identify City of Tukwila as an RSI Customer in advertising, publicity. or similar materials distributed or displayed to prospective RSI Customers. Force Maieure. Except -for -the -payment -of -fees -Py City.oi AVN Tukwila; if the performance of any part of this Agreement and subsequent statements of work by either Party is prevented. hindered, delayed or otherwise made impracticable by reason of any flood. riot. fire, judicial or governmental action. labor disputes, act of God or any other causes beyond the control of either Party, that Party shall be excused from such to the extent that it is prevented. hindered or delayed by such causes. Page 5 f,„! 3,;r , 1s t.. MASTERS SERVICES AGREEMENT Washington Law. This Agreement shall be governed in all respects by the laws of the State of Washington without regard to its conflict of law's provisions. and City of Tukwila and RSI agree that the sole venue and jurisdiction for disputes arising from this Agreement shall be the: appropriate state or federal court located i the-City-of-Seatti%and City of Tukwila and RSI hereby submi to the jurisdiction of such courts. Assignme _ City of Tukwila shall not assign. without the prior written nsent of RSI, its rights, duties or obligations under this Agrees'ent to any person or entity, in whole or in part, whether by as.ignmenL merger, transfer of assets. sale of stock, op ation of law or otherwise, and any attempt to do so shall be d -med a material breach of this Agreement. Waiver. The waiver of failure of either Party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder. Severabilitv. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law. it is to that The appropriate state or federal court located in King County. extent to be deemed omitted, and the balance of the Agreement shall remain enforceable. Counterparts. This Agreement may be executed in several counterparts, all of which taken together shall constitute the entire agreement between the Parties hereto. Headings. The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. Approvals and Similar Actions. Where agreement, approval. acceptance. consent or similar action by either Party hereto is required by any provision of this Agreement. such action shall not be unreasonably delayed or withheld. Survival. All provisions of this Agreement relating to City of Tukwila warranties. confidentiality. non -disclosure, proprietary rights, and limitation of liability. City of Tukwila indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement. Page 6 R;:,HP SY 3TE. 13, i:1:, i MASTERS SERVICES AGREEMENT SERVICES AGREEMENT The signatures below indicate that Right! Systems, Inc. and City of Tukwila agree to all of the terms and conditions detailed in this Master Services Agreement. This Master Services Agreement is valid for signature 30 days from October 12, 2017. Please sign and email this entire document to ProjectServicesArightsys.com Pagel a 3 MASTERS SERVICES AGREEMENT City of Tukwila t J RA �b' � JCC b v-1� Name: Danielle VerHey Name - -,i (_ Y „avi.���7� Sign - Title: 1 t'- c ruv.01 (^C j Date: /O- 7'1-- /7 -t-�,, Signature: �, fez y/ '-'- Title: Project Coordinator ,b f i.rc.46-- Date: 10/12/17 1 0 - 26 - 17- Please sign and email this entire document to ProjectServicesArightsys.com Pagel a 3 MASTERS SERVICES AGREEMENT RICHT! im SYSTEMS Right! Systems, Inc. WASHINGTON GOVERNMENT CUSTOMER INFORMATION SHEET REV 6/09/09 Submitted By: City of Tukwila Legal Name: Trade Name (if any): 6200 Southcenter Blvd. Street Address: City: Tukwila State: WA Zip: 98188 Phone Number: 206-433-1800 Fax Number: Prepared By: Mike Marcum Purchasing Contact: Phone Number: Email Address: Accounts Payable Contact: Phone Number: Email Address: Mike Marcum 206-454-7571 Mike.Marcum@TukwilaWA.gov Diane Jaber 206-433-1871 Diane.Jaber@TukwilaWA.gov Size of Credit Line Requested: 1 RIGHT! SYSTEMS WASHINGTON STATE RETAIL SALES TAX: WASHINGTON STATE RETAIL SALES TAX WILL BE CHARGED ON ALL ORDERS DELIVERED WITHIN WASHINGTON STATE OTHER THAN THE FOLLOWING: • ORDERS FOR SALES TO THE U.S. FEDERAL GOVERNMENT • ORDERS ACCOMPANIED BY A RESALE CERTIFICATE • ORDERS ACCOMPANIED BY A MANUFACTURER'S EXEMPTION CERTIFICATE • ORDERS ACCOMPANIED BY A DEPT. OF REVENUE LETTER OF EXEMPTION PAYMENT TERMSBILLING INFORMATION All orders will be COD or credit card until satisfactory completion of a credit check by the RSI credit department at which time a credit limit and net 30 day payment terms will be established. Please note if your account becomes past due, all orders and service orders may be held subject to credit review. Past due balances will be assessed finance charges at 18% per annum or the maximum rate allowed by law. Purchase order numbers and return authorization numbers are required for all transactions. These numbers will appear on invoices, credit memos and statements for reference. Signature evidencing delivery and/or return is required for all transactions. RSI purchases to order. RSI requires a signed order from the customer before ordering the product. Request for return authorizations (RA) must be made no later than fifteen (15) days from the date of the invoice. Certain manufacturers do not allow product returns. Please discuss product line return capabilities with your account manager before purchase as RSI will not be able to accommodate a return in all situations. In all cases, credit to the account will not be issued until the returned items are received, inspected and determined to be in a "salable condition". Salable condition is defined as being unused (except in the case of defective replacement parts) and in an original package which has not been defaced. A restocking fee will be assessed for all returns other than defective items or errors by RSI. Customer hereby grants to Right! Systems, Inc. a security interest in product as security for its obligations under this agreement until the entire amount due has been paid and will execute any document to evidence and/or perfect this security interest that Right! Systems, Inc. reasonably requests. RSI does not warrant products. Warranties are provided by product manufacturers. As a warranty service center RSI will provide assistance with warranty repair/replacement issues. However, warranty issues do not effect due dates of invoices. Prices are subject to change without notice. X X SB CUSTOMER — PLEASE READ AND SIGN BELOW: X X �8 I also acknowledge and agree to the terms and conditions mentioned above. Signature: Date: 10/12/17 Print Name: Mike Marcum Title: Senior Technology Services Specialist NOTE: This application will not be processed without a signature. 2 giRIGHT! INC SYSTEMS Prof ggatUdie 937 essional - This Estimate for Professional Services outlines key deliverables for the requested services engagement. At the customer's approval, RSI will begin to draft a Statement of Work (SOW), which is required to be signed for any scheduled service engagements. This document does not represent a binding contract. Customer: Estimated Cost: City of Tukwila $6,000.00 (excluding T & E) 1 SERVICES DELIVERABLES • Install & Configure Ruckus Wireless LAN Controller Public Wireless • Establish various Wireless SSIDs to be deployed across solution POC with Ruckus • Provision (9) Ruckus Wireless Outdoor Access Points Wireless • Provide post -installation tuning for (1) day • Create documentation, and perform knowledge transfer Pricing estimated herein is subject to a variance, and is based on the knowledge and understanding of the services opportunity at the time of the delivery of this estimate. Pricing estimated herein does not include hardware, software, or other materials required to complete the engagement. Any activities or deliverables other than those specifically noted in this estimate are not part of the estimated pricing. Pricing put forth in this estimate is based on normal working hours of Monday through Friday, 8:00 AM - 5:00 PM, with after-hours, weekend, and holiday rates taken into consideration only when appropriate for specific portions of the engagement. This estimate is valid for 15 days, from October 10t''. 2017. RIGHT! SYSTEMS. INC. CONFIDENTIAL. & PROPRIETARY