HomeMy WebLinkAbout20-005 - Citibot, Inc - SMS Push Notifications���
='"�� of Tukwila
CONTRACT FOR SERVICES
Contract Number
Council Approval N/A
QO-005
This Agreement is entered into by and between the City of Tukwila, Washington, anon -charter
optional municipal code city hereinafter referred to as "the City," and CitiboL|nc . hereinafter
referred to as "the Contnactor," whose principal office is located at
1551Regimental Lane, Johns Island, SO2S455
WHEREAS, the City has determined the need tohave certain services performed for its citizens but
does not have the manpower orexpertise toperform 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 aafollows:
1. Scope and Schedule of Services to be Performed bVCmm1rawcton The Contractor shall
perform those services described on Exhibit Aattached hereto and incorporated herein by this reference
maiffully set forth. In such oan/�ea.the Contractor ohaUmtoU xv@hall Federal,
State, and |oom| statutes,performing ru|eo and ordinances applicable to the performance of such oen/icam and the
handling of any funds used in connection therewith. The Contractor ahoU request and obtain prior
written approval from the City if the scope orschedule intobemodified inany way.
2 Compensation and Method mVPavmnent. The City shall pay the Contractor for oen/ioeo rendered
according to the rate and method set forth on Exhibit Bedtmched hereto and incorporated herein by this
reference. The total amount tobepaid shall not exceed $u'2so-»« erate of n/a
3, Contractor Budqmd' The Contractor shall apply the funds received under this Agreement within the
mnm*irnurn limits mat forth in this AQnaemard. The Contractor shall request prior approval from the City
whenever the Contractor desires to amend its budged in any way.
4. Duration of Agireemmemt. This Agreement shall bminfull force and effect for eperiod commencing
Januomuru ,and ending Janua,v.om , 20 21�. 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 i ided pursuant to this Agreement. Nothing in this shall be
considered to create the relationship`of employer and employee between the podioa hereto. Neither
Contractor nor any employee of Contractor ahmU beentitled tu 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 tar or social security or contributing to the State
Industrial Insurance Pnognsnn, or otherwise assuming the dudes of on employer with respect to the
Contractor, orany employee ofthe Contractor.
CA Revised December 2O)9
Page I 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.
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 es broad coverage.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of
Washington .
CA Revised December 2019 Page 2 of 4
B. Other Insurance Provision. The Contractors 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.
C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating
of not less than A: VII.
D. 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.
E. Subcontractors. The Contractor shall have sole responsibility for determining the insurance
coverage and limits required, if any, to be obtained by subcontractors, which determination shall be
made in accordance 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 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 discretion, procure 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 demand , or at the sole discretion
of the City, offset against funds due the Contractor from the City.
8. Record Keeolna and Reportinu,
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 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.
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 RCW
Chapter 40,14 and by the City.
9. 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 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 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.
CA Revised December 2019 Page 3 of 4
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. Severabilitv 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.
1 . 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. Conflict in Terms, In the event of a conflict between the terms of this Agreement and the terms in any
other document, including but not limited to all Exhibits hereto, the terms of this Agreement shall prevail.
J(v`• _
DATED this day of S a -CI Li , 20 C.
CITY s KWILA CONTRACTOR
CA Revised December 2019
By: 1/V
rinted Name and Title: Bretton Riley, CEO
Address: 1551 Regimental Lane
Johns Island, SC 29455
Page 4 of 4
E/ 1-4 IT Pi
CITIBOT, INC
TUKWILA, WA SUBSCRIPTION AGREEMENT
SMS PUSH NOTIFICATION
Effective Date: January 3, 2020
Subscriber: The City of Tukwila, WA
This Agreement, together with any other exhibits (including any schedules or attachments) attached hereto and incorporated herein by
reference constitute the entire subscription agreement by and between Citibot and the above -named Subscriber and are hereinafter
collectively referred to as the "Subscription Agreement."
1, Definitions. Capitalized terms used but not otherwise defined herein shall include the meanings ascribed thereto in the Terms of
Service or Privacy Policy, as applicable.
"Service" collectively refers to the Citibot SMS interactive chatbot and SMS Push Notification platform, its software and/ or services
made available to Subscriber. This service enables Tukwila to have residents "opt -in" to a text message ("SMS") based notification
system whereby the City of Tukwila can notify targeted residents when appropriate, like in the Census2020 use case.
"Content" collectively refers to any and all information, including any text, graphics, and and/ or other materials, submitted to or made
available through the Service. Content submitted to the Service by Subscriber or any Authorized User is referred to as "User Content,"
and all other Content of the Service is referred to as "Citibot Content."
"Subscription" refers to the right granted by Citibot to Subscriber to access and use the Service and the Content, subject to the terms
and conditions of the Subscription Agreement.
"Authorized User" refers to each employee of Subscriber, residents of Tukwila, agents and/ or contractor of Subscriber authorized to
access and use the Service and the Content.
2. Term; Termination.
a. Term; Termination. The initial term of the Subscription Agreement shall commence on the Effective Date (as set forth above)
and continue In effect for one year.
b. Effect of Termination. Upon the termination of the Subscription Agreement, the Subscription and all rights granted to
Subscriber and the Authorized User(s) in the Subscription Agreement are immediately revoked, including, without limitation, all rights
to use the Service, any portion thereof, and any Citibot Content obtained through the Service.
3. Installation Fee; Subscription Fee; Payment. Subscriber is responsible for payment of the Subscription Fee as described in in this
Section. Payment shall be due to Citibot within thirty (30) days upon receipt of the Invoice.
Pilot Year 1
1. Upfront development and installation cost should consider the software cost as well as initial configuration and setup costs,
initial license costs, training, and implementation = $7,500. Citibot will invoice the City of Tukwila for this fee on the date of execution
of this Agreement for a payment within 30 days.
o This cost includes 20,000 texts (SMS communications) per month, inbound or outbound. Any monthly overage of
communications above 20,000 will be at a cost to Subscriber of $0.02 per communication. It is not anticipated that
a monthly overage would ever occur.
4. Representation and Warranty. Each party represents and warrants to the other party that it has the full power to enter into the
Subscription Agreement and to perform its obligations thereunder.
5. Insurance. Each party warrants to the other party that it maintains Cyber Liability insurance with a minimum limit of $1,000,000
per claim and aggregate.
6. Independent Contractor. Citibot is an Independent Contractor to Subscriber. Thus, none of Citibot's employees shall be deemed
employees of Subscriber.
7. Venue/Jurisdiction. This Agreement is governed by the laws of South Carolina with proper venue in Charleston County, SC.
City of Tukwila, TX Citibot, Inc.
Print Name: Print Name: W.BmttomRiley
Tide: Title: CEO
Date: Date: January 3,z0zo
Cltibot Inc
1551 Regimental LAne
Johns Island, SC 29455 US
bratton@citibotio
CE #
115
Ac im TY
BILL TO
City of Tukwila, WA
E-C-yotsvi13
DATE TOTAL DUE. DUE DATE TER S
01/15/2020 $8,250.00 02/14/2020 Net 30
Onboarding Fee Income
SMS Push Notification Pilot - Set up and implementation cost
Onboarding Fee Income 1 5,000.00 5,000.00T
SMS Push Notification Pilot - License fee to include SMS
communications during the term of the agreement
Invoice
ENCLOSED
Y RATE A OMIT
1 2,500.00 2,500.00T
SUBTOTAL 7,500.00
TAX (10%) 750.00
TOTAL 8,250.00
BALANCE DUE $8,250.00