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Home My WebLink About19-116 - See Click Fix, Inc - Online App/Portal for IssuesContract Addendum This Contract Addendum herel amends the agreement d ted March 16, 2016 ("the Agreements), between SeeClickF'ix,, Inc.. (°'SeeClickF'ix") located at 77o Chapel tz et, New Haven, CST o6Sx0, and Tukwila, Washington„ City (the City"), or rhectively ("the Parties"). This Addendum shall be effective an the date signed by the Citv. Whereas the Parties wish to add the additional services inluded in the Order Form to their Agreement, the Parties agree as follows. x. INCORPORATION OF THE PREAMBLE. The pl4hie above and the Order Form and the City"s attached Contract for Services rq xx6 are hereby r torpor eted into this Addendum and the Agreement and made a part hereof by this refer 2, SERVICES AND FEB. The additional services a d.fee her the SeeCiickhix'products and services provided to the City via this Addendum are state( in the Order Form 3. INVO'ICINO. seedlickFix shall invoice the City a `a n ree.pt of a signed Addendum from the City. 4. TERM. This Agreement shall be in full force and ffebeginning on the Effective Date and ending March 1,5, 2020, unless sooner terminated under lre provisions specified in, the Agreeernent dated 3/x6/2cn6. SeeClicktrix and the City will irnpler nt the services described in the Order Form immediately upon effective date of this Addendu x.. This Addendum will be a.utomatically renewed on an, annual basis each succeeding year. This A 'dendu.m may be terminated by the City giving to the Contractor (30) days written notice of the Cit ''s intention to terminate the same. Failure to provide products on schedule may result, in contr ct termination, IN WITNESS WHEREOF SeeC' lickFix and the City have z used this Contract to be executed as of the date signed by the City, which will be the Effective t)ate. SeeCttckFlx 15" o a or e"J2 Prepared/or rokwft Wastaiwt," 6200 South Center Blvd Tukwila, WA, 98188 1,1,W4° "1'1'0c Prepared by: Andrew 5-hefty Aeenidn EMectdive ndremsaseetairektli 'von 2033496685 kkt ity Ltivity Citizen Portal REST' API 777,pr7,7,77mr."77772","77r77.77-77",,,-7 7-77 -777-77 ,,A61**1110ii. Awe 4747 seee I ° ,770 7,7777 7' '77,7777",77,' 777,7, 77,77, ,77:7777/7" lama Dace: I /9/IQ Prldny Kirpirer I //20 uloiv,;4444, 11,1 19-116 Council Approval N/A City of Tukwila Contract Number: 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES 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 City," and SeeClickFix.inc., , hereinafter referred to as "the Contractor," whose principal office is located at 746 Chapel St. New Haven, CT06510 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: Scope and Schedule of Services to be Performed by Contractor. 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. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed 12,911.00 3. Contractor Budget. 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 March 16—, 20 ig , and ending March 15 2020 , unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. 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. C->A 6� 2 CA Revised December 2016 (, Page 1 of 4 6. Indemnification. The Contractor shall defend,indemmify and hold the Public Entity, its officers, officials, employees and voUwnbaena h@nm|9sS from any and all claims, injuries, damages, |Vsnea or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries anddama0esoausedby1heso|eneghgnnneofthePub|icEnUh/. Should ocourt of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for dGnoagoo arising out of bodily injury to persons or damages to property caused by or nasu|Uog from the concurrent negligence of the Contractor and the Public Emdty, its officers, offioia}s, emnp|myees, and volunteers, the Contractor's ||abi|dv hereunder shall be only to the extent of the Contractor's negligence. It in further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial |nsuranoe. Title 51 RCVV, solely for the purposes of this indemnification. This waiver has been mutually negotiated bvthe parties. The provisions Vfthis section shall survive the expiration or termination 0fthis Agreement. 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. K0|nimnunmScope of Insurance. Contractor shall obtain insurance ofthe types and with the limits described below: 1. Automobile Liability insurance with 8 minimum combined single limit for bodily injury and property damage of$1,UOQ,OOO per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles, Coverage shall be written on Insurance Services Office (IG[)) form CA 00 01, or o substitute form providing equivalent liability coverage. |fnecessary, the policy shall be endorsed toprovide contractual liability coverage. 2. Commercial General Liability insurance with limits nuless than B1,O0U.00Oeach occurrence, $2,000,000 general aggregate and $2,000,000 prod ucts-com pleted operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 0001 and shall cover liability arising from premises, operations, independent oomtraotors, prod uots-oomp|eted openotionu, stop gap |iahi|ity, personal injury and advertising injury, and liability assumed under aminsured contract. The Commercial General Liability insurance shall beendorsed tn provide aper project general aggregate limit using |S(] form CG 25O3O5OSoramequivalent endorsement. There shall bennexclusion for liability arising from explosion, coNapseorunderground 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 endonsementCG 28 10 10 01 and Additional Insured -Completed Operations endoreonnentCG 20 37 1001 or substitute endorsements providing atleast asbroad coverage. 3. rage as required by the Industrial Insurance laws of the State of CA Revised December 2016 Page 2 of 4 B. Other Insurance provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to oontain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, Ge0f-inGun8mwB, or insurance pool coverage maintained bythe City shall beexcess cf the Contractor's insurance and shall not contribute with C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VIL D. Verification of Coverage. Contractor shall furnish the City with original certificates and o 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 Sh@D furnish certified copies of all required insurance 9nUnias, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. E. Subcontractors. The Contractor shall have sole responsibility for determining the insurance coverage and limits reqoirod, if any, to be obtained by eubuontnaotone, vvM|ch determination ahmU bemade |naccordance 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 rnateh8| 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 discretion, procure or renew such insurance and pay any and all pnanniucns in connection therevvith, with any sums so expended to be repaid tothe City nn demand, OrGtthe sole discretion of the City, offset against funds due the Contractor from the City. B. Record Keeping and Reportincl. A. The Contractor shall maintain accounts and records, including persumnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance ofthis Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. 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 F<CVV {}hapter4O.14 and by the City. 8. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review oraudit bv law during the pedbnnanoa of this Agreement. 10. Termination. This Agreement may at any time be terminated bythe City giving to the Contractor thirty 80days written notice of thoCity's intention toterminate the same. Failure to provide products no 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 itunder this Agreement, will not discriminate on the grounds of race, religion, creed. color, national origin, age, veteran etatuw, sex, sexual orientation, gender identity, marital status, pm|hUoa| affi|iaUom. the presence of any diaabU|ty, or any other protected n[aaa status under state or federal |8w, in the selection and retention of employees or procurement of materials or supplies. OARevised December 3O18 Page 3u14 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. This Amraenmert, together with attachments or addnnda, represents the entire and imhagneked Agreement between the City and the Contractor and supersedes all prior negotiabona, napnaeentgthone, oragreements written or oral. No amendment or modification of this Agreement shall be Qfany force or effect unless it is in writing and signed by the parties. 14. SeverabilitV and Survival. If any tenm, 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 Agnaement, which bytheir sense and context are reasonably intended to survive the ounnp|etiun, 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 620OSomthoanterBlvd. Tukwila, Washington 8D1O8 Notices to the Contractor shall be aerk to the address provided by the Contractor upon the signature line below. 16. This Agreement shall be governed bvand construed in accordance with the laws of the State of Washington. In the event any omit' erbitretiom, or other proceeding is instituted to enforce any term of this AQnaoment, the par -ties specifically understand and agree that venue Gh@N be properly laid in King Cuunty, Washington. The prevailing party in any such action shall beentitled toits ottormay`mfees and costs ofsuit. DATED this L�� day of 20 CITY OF TUKWILA ATTEST/ �6ity Clerk, Christy O'Flaherty APPROVED AS TO FORM: Office of the City Attorney CONTRACT Printed Name and Title: CARevised December 2O16 Page 4of4 Avparedfor, Nie.vha Fort -Brooks 7'ukwilez, Washington, City nite�iho.fort-hry)ok,if#tukwilow(i.gov (206) 4Sf-75564 Preparedby,s Aru1rv.w.5IwtV Account Executive and rews@sPeclickAxem 203.449,6685 Issue Dam, 711712019 Prking Expires: 7/31/2019 Request Collect reque.its and manage workflow all' in one place with intuitive web and mobile Capps that maximizeyour efficiency and streamline operations. (3-16-19 -.3115120) 1 Marketplace App Custom white label app in Apple App Store and Android Play store, SeeClickrix, Inc. agrees to the terns and conditions contained in the Apple Developer Program License Agreement (3-16-19 - 3115120) flitr-s- Unlimited internal users with access to SeeClickFix admin tools. (3-16-19 - 311 TOTAL ANNUAL SUBSCRIPTION FEES Initial Term of Contract' DIVE AT CONTRACr SIGNING $12,911.00 The undersigned agree to thefollowiny 'terms and 4,'onditions and have caused this Contract to be executed as of the datesigned hy the Customer with the eftctive date being 31'1612019: SeeChckFix Tukwila, Washington, City Name Name Title Title Date Date V kwiature Saynature SeeChck,Fix's W9 information h; available here,,