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HomeMy WebLinkAbout20-027 - SeeClickFix, Inc - Online App/Citizen Portal20-027 Council Approval N/A City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number: 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 770 Chapel Street, New Haven CT 06510. 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. 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 $18,000. 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 January 1, 2020, and ending December 31, 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. 6. Indemnification. The Contractor shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits SeeClickFix, Inc. 2020 Page 1 of 4 O 0/5 including fees, arising uforinconnection vv�hCon�moUz/s igen1orn�o��uaocUone omi ssions ` ns during the performance of this Agreement, except for injuries and dmnnoQes caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject boRCW424115 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 City, 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 Contractors 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. T' Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons ordamage tm property which mayahoe from or in connection with the performance of the work hereunder by the Contraotor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and |inni10 an required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the Cih/'m recourse to any remedy available at |ovv or in equity. A. Minimum Scope ofInsurance. Contractor shall obtain insurance ofthe types and with the limits described below: 1. Automobile Uabi|ky insurance with a nlhliOunl combined single limit for bodily injury and property damage Of $1.000'000 per accident. Automobile liability iDsUnaDoa shall cover all owned, non-nvxnad.hired and leased vehicles. Coverage shall bewritten onInsurance Services Office (ISO) form CA UO 01 or substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2' Commercial General [iabi|ib/insurance with U[nite no less than $1.000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 prod ucts-com pleted operations aggregate limit. Commercial General Liability insurance shall baasleast edbroad osISO occurrence form CG OO 01 and shall cover liability arising from prennises, openaUons, independent contractors, prod Vots-connp|etedoperations, stop gap Uabi|itv, personal injury and advertising injury, and |iab||hv assumed under an insured contract. The Commercial General Liability insurance shall be endorsed toprovide aper project genena|aggregaheUnnitusing|SC)formn CG25O3O5OGormnequivalent endorsement. There shall benoexclusion for liability arising from explosion, collapse Orunderground property damage. The City shall benamed aSan 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 CG2U37 1001 or substitute endorsements providing atleast aobroad coverage. 3.Vorkers' Compensation coverage asrequired bythe Industrial Insurance laws of the State of B. Other Insurance Provision. The Contractor's Automobile Liability and ConlnDencio| General U@tA|hv insurance policies are to CODt8iD' Or be endorsed to contain, that they shall be primary insurance with respect to the City. Any insurance, smDf-|naUnanoa, or insurance pool coverage maintained by the City SheU be excess of the Contractor's insurance and shall not contribute with it. SmnC|ickFix.Inc. 2O2O Page 2of4 C. Acceptability of Insurers.|nsurance is tobaplaced with insurers with a cunent&M. Best rating of not less than A: V1|. D. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy ofthe amendatory endorsements, including but not necessarily limited to the additional insured mndnnaenment, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the CUv. the Contractor shall furnish certified copies of all required insurance DOUcie$, 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 raqu|nad, if any, to be obtained by ouboon1ractors, 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 vmzrh with written notice of any policy nmnoa||abon, within ten business days of their receipt of such notice. G. FaDmm* to Maintain |msunmmce' Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the 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 KeepYoqomd Reportinq. A. The Contractor shall maintain accounts and recondo, including paroonne|, property, financial and pnzgnamrnoUo 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 bamaintained for operiod ofseven /7\years after termination hereof unless permission to destroy them is granted by the office of the onzh\V|st in accordance with RCVV Chapter 4O.14and by the City. 9. Audits and ynopeot/ons. The records and documents with respect to all matters covered by this Agreement shall be subject at all Unneo to inapect|on, review oraudit bvlaw during the performance of this 10.Ternmimatipn. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the Citv'm intention to terminate the amnne. 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. Contractor may terminate this agreement and discontinue providing the services upon the City's failure topay undisputed amounts owed within 80days from the date ofinvoice. 11,Discrimination Prohibited. The Consultant, with regard tothe work performed byitunder this Agreemnent, will not discriminate on the grounds of race, religion, oreed, mo|or, 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,Assimmentand Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. SeeC|ickFix.Inc. 2U2O Page 3of4 13. with attachments 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. SevermbilitV and SorninmX' |fany 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 bvtheir sense and content are reasonably intended to survive the cornp|mtion, expiration or cancellation of this Agreement, shall survive terminaticn of this Agreement. 15. Notices. Notices tothe City of Tukwila shall be sent to the following address: City Clerk, City ofTukwila O2O08outhconterBlvd. Tukwila, Washington S8188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the s|Qneduna line below. 16. Applicable Law; Venue; Aftornev's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any GUit, mrbdrBtOn, 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 beentitled boits aMnrnay'afees and costs nfsuit. CT DATED this t day of CITY OF_KN|LA CONTRACT e"I keerg,Mavo !C-oleChoeve City Clerk, Christy O'Flaherty Page 4 of 4 Services and Pricing Order Form Exhibit A Prepared for: Tukwila, Washington, City 6200 South Center Blvd Tukwila, WA, 98188 Prepared by: Dan McLeggon Partnership Manager dan.mcleggon@seeclickfix.com Contract Year: 1/1/20- 12/31/20 ANNUAL PRODUCT SUBSCRJ1"TIONS QuDntity List Price Request Laxity $10,759 $10,759.17 LucityCitizen Portal RESTAPI. $4,167 $4,166.67 TOTAL ANNUAL SUBSCRIPTION FEES Pro=rated Fees'for 10' $14,925.84 $14,925.84 Annual Fee is subject to 5o/a annual technology uplift in subsequent renewals.