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Home My WebLink About23-183 - Live Tiles - City Web Development SoftwareCity of Tukwila Agreement Number: 23-183(a) Council Approval N/A 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Amendment # 001 Between the City of Tukwila and LiveTiles Corporation That portion of Contract No. 23-183 between the City of Tukwila and LiveTiles Corporation is hereby amended as follows: 1- Remove PDF Daaes 5 & 6. LiveTiles Invoice Number INV -4309. 2- Add Live Tiles invoice number INV -4580 as pages 5 & 6. showing the latest terms and compensation of the agreement. 3- Update Section 4. Duration of Aareement with a commencement date of 1/1/25 and an ending date of 12/31/25. All other provisions of the contract shall remain in full force and effect. Dated this 2nd day of December , 20 24 CITY OF TUKWILA LIVE TILES CORPORATION DocuSigned by: 1353B75946D140A... Joel Bush, CTO ATTEST/AUTHENTICATED Signed by: 51981 1 P9716 Andy Youn, City Clerk DocuSigned by: �L 4F8A44DAA780417... David Salter, Head of North America APPROVED AS TO FORM E1 Signed by: 4 0-4. a E4-99CE-A4-t6-a"4 ... Office of the City Attorney CA Reviewed May 2020 Page 1 of 1 INVOICE City of Tukwila Attention: Mike Marcum 6200 Southcenter Blvd. TUKWILA WA 98188 Description LiveTiles Page Designer Annual Subscription Renewal Up to 500 users Service Period: 01 January 2025 to 31 December 2026 Quantity Invoice Date Nov 14, 2024 Invoice Number INV -4580 Reference City of Tukwila Subscription Renewal EIN xxx-xx-1168 Unit Price LiveTiles Corporation PO Box #1176 New York NY 10021 USA Tax Amount USD 1.00 9,000.00 Tax Exempt 9,000.00 Subtotal 9,000.00 TOTAL TAX 0.00 TOTAL USD 9,000.00 Due Date: Dec 14, 2024 IMPORTANT. PLEASE BE ADVISED OUR MAILING ADDRESS HAS CHANGED. SEE ABOVE Payments by funds transfer to: Account Name: LiveTiles Corporation Account Number: 498 557 1366 ABA / Routing Number: 021000089 Swift Code: CITIUS33 Bank: CITIBANK Branch Address: 1748 BROADWAY, New York NY 10019 Please email: ARamericas@livetilesglobal.com with any queries. Payment must be made by the due date noted above. If we could please request that payments of this and any future invoices please be made electronically / direct banktransfer, that would be most appreciated. VISA M -X---------------------------------------------------- 2XI /iIUM"D T 49 To: LiveTiles Corporation PO Box #1176 New York NY 10021 USA Customer City of Tukwila Invoice Number INV -4580 Amount Due 9,000.00 Due Date Dec 14, 2024 Amount Enclosed Enter the amount you are paying above City of Tukwila Contract iNumber: 23-183 6200 Southcenter BoWevard, TukwHa WA 98188 Council Approval N/A CONTRACT FOR SERVICES This Agreement is entered into by and between the City of Tukwila, Washington, a inoin-chairteir optional municipal code city heireinafteir referred to as "`the City," and Live Ti es , heireinafteir referred to as 'the Contractor," whose principal office is located at 137 W 25th h St, Level 6, New York, NY 10001 WHEREAS, the City has determined the need to have certain services performed for its citizens but does snot have the imainpoeir or expertise to perform such services; aind WHEREAS, the City desires to have the Contractor perform such services pluirsluaint to ceirtain terms and conditions; snow, therefore, IN CONSIDERATION OF the imutival benefits and conditions heireinafteir contained, the parties hereto agree as follows: 'I.. Scooe wind Schedule of Seirvices to be Peirfoirim-ed by Contiractoi The Contractor shall peirfoirim those services described oin Exhibit A attached heireto and incorporated heirein by this irefeirence 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 Bused in connection therewith. The Contractor shall request and obtain prior wirittein approval from the City if the scope or schedule is to be imodified in any way. 2,. Comi2einsatigin and Method of Payment The City shall pay the Contractor for services reindeired according to the irate and imethod set forth oin Exhibit B attached hereto and incorporated herein by this refeireince. The total aimoluint to be paid shall snot exceed $900,00 at a irate of �2,000tLr_ . 1 Contractor Budget, The Contractor shall apply the funds received undeir this Agreement within the maxiii-nium limits set forth in this Agreement. The Contractor shall request prior approval firom the City wheineveir the Contractor desires to amend its budget in any way. 4. Duration Qf Agreerie nt. This Agreement shall be in full force and effect for a period commencing january i December 31 2024, and ending 2024, unless sooneir terminated undeir the provisions hereinafter specified. 5. Indegendent Contractor, Contractor and City agree that Contractor is ain independent contractor with respect to the services provided puirsivaint to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor inoir any employee of Contractor shall be entitled to any benefits accorded Cirty employees by virtue of the services provided i this Agreement. The City shall snot be irespoinsible for withholding or otherwise deducting federal income tax or social security or contributing to the State lindiustirial linsuiraince Pirogiraim, or otherwise assiuming the duties of ain employer with respect to the Contractor, or any employee of the Contractor. 6,. lindlemnificatim. The Contractor shall defend, indeirninify 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, airising out of or in connection with the performance of this Agreement, except for injuiries and damages caused by the sole negligence of the Public Entity. Revised JAN 2021 Page I of 4 1/1 Should a court of competent jurisdiction determine that this Agreement is subject to PCW 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 heireundeir shall be only to the extent of the Contractor's negligence. It is furtheir specifically and expressly understood' that the indemnification provided herein constitutes the Contractor's waiver of imimiunity 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. linsuiraince. The Contractor shall procure and maintain for the duration of the Agreement, insuraince against claims for injuries to persons or damage to property which imay arise from or in connection with the performance of the work heireundeir by the Contractor, their agents, representatives, employees or subcontractors. Contractor's irnaiinteinaince of insuraince, its scope of coverage and limits as irequiired herein shall snot be construed to limit the liability of the Contractor to the coverage provided by such insuraince, or otherwise firnit the City's recourse to any ireirnedy available at law or in equity. A. Miiniimuim Scope of linsuiraince. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insuraince with a irniiniimuirn combined single firnit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insuraince shall cover all owned, inoin-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 ino less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 pirodiucts-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 pireimises, operations, independent contractors, products -completed' operations, stop gap liability, personal injury and advertising injury, and liability assumed undeir an insured contract. The Commercial General Liability insuraince shall be endorsed to provide a per project general aggregate flimit using ISO form CG 25 03 05 09 or an equivWeint eindoirseimeint. There shall be ino excUsion for liability arising from explosion, collapse or undeirgiround property daimage. The City shall be inaimed 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 eindoirseimeint CG 20 10 10 01 and Additional linsiuired-Completed'Operations eindoirseirneint CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as irecluiired by the [industrial insurance laws of the State of Washington. B. Public Eintity Full Availability of Contractor Liimits,. If the Contractor maintains higher insuraince limits than the minimiums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such firnfts maintained by the Contractor are greater than those irecluiired by this Contract or whether any certificate of insuraince furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Otheir linsuiraince Pirovisioin,. 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- in siu iraince, or insurance pool coverage maintained by the City shall be excess of the Contractor's insuraince and shall snot contribute with it. D. Acceptability of linsuireim. Insurance is to be placed with insurers with a current A.M. Best rating of snot less than A: VII. Revised JAN 2021 Page 2 of 4 E. Verification of Coverage,. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but snot inecessairily Himited to the additional insured eindoirseimeint, evidencing the insurance requirements of the Contractor before commencement of the work. Upoin request by the City, the Contractor shall furnish certified copies of all irecluiired insurance policies, including eindoirseimeints, irecluiired 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 Cointiractoir-pirovided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the Himits of coverage ireguiired to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an eindoirseimeint as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Caincellatioim The Contractor shall provide the City and all Additional linsuireds for this work with written inotice of any policy cancellation, within two business days of their receipt of such notice. H. Failuire to Maiintaiin linsuiraince. Failuire on the paint of the Contractor to imaiintaiin the insurance as required shall constitute a imateirial breach of contract, upon which the City imay, 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 pireirniums in connection therewith, with any slums 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. A. The Contractor shall imaiintaiin accounts and records, including personnel, property, financial and programmatic records which sufficiently and piropedy reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as imay be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be imaiintaiined for a period of seven (7) years after termination hereof unless permission to destroy therm is granted by the office of the archivist in accordance with RC W Chapter 40.14 and by the City. 9,- Audits aind linsi2ectioins,. The records and documents with respect to all imatteirs covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10,- Teirimiinatioin,- This Agreement imay 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. Failuire to provide products on schedule imay 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 - Discidimiinatioin Prohibited,. The Consultant, with regard to the work performed by it under this Agreement, will snot discriminate on the grounds of race, religion, creed, color, inatioinal origin, age, veteran status, sex, sexual orientation, gender identity, imairital 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 imaterials or supplies. 12. Assignment and 5ubminftacj. The Contractor shall snot assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 11 Eiallm Agimment; MgdffjQatj=. 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 aimendiment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. Revised JAN 2021 Page 3 of 4 14. Severabillity and Survival If any teirim, condition oir provision of this Agreement is declared void oir unenforceable oir hinnited in its application oir effect, such event shall inot affect any otheir provisions heireof and all otheir provisions shall ireinnaiin fully enforceable. The provisions of this Agireement, which by their sense and context acre ireasoinably intended to survive the completion, expiration oir cancellation of this Agireement, shall survive termination of this Agreement. 15,. Nglices,. Notices to the City of Tukwila shall be sent to the following address: City Cleirk, City of Tukwila 6200 Southceinteir Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor iupoin the signature fine below. 16,. AUnficable Law: Venue: AttornU's Eees, This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, oir otheir proceeding is instituted to enforce any term of this Agreement, the parties specifically undeirstaind 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 Teirims. In the event of a conflict between the terms of this Agreement and the terms in any otheir document, including but inot Himited to Exhibits A through C heireto, the terms of this Agreement shall pirevail. DATED this 1st day of—Deceimbeir , 20 23 CITY OF TUKWILA DocuSigned by: Joel Bush, CTO APPROVED AS TO FORM BY ASSISTANT CITY ATTORNEY 12/06/23 APPROVAL ON FILE CONTRACTOR By: LDocuSigned by: 5144% David Salter, GMAimeiricas Address:137 W 25th St, Level 6, New York, NY 10001 Revised JAN 2021 Page 4 oF4 INVOICE City of Tukwila Attention: Mike Marcum 6200 Southcenter Blvd. TUKWILA WA 98188 Description LiveTiles Page Designer Annual Subscription Renewal Up to 500 users Service Period: 01 January 2024 to 31 December 2024 Quantity LiveTiles Invoice Date Oct 23, 2023 Invoice Number I NV -4309 Reference City of Tukwila Subscription Renewal EIN xxx-xx-1168 Unit Price LiveTiles Corporation PO Box #1176 New York NY 10021 USA Tax Amount USD 1.00 9,000.00 Tax Exempt 9,000.00 Subtotal 9,000.00 TOTAL TAX 0.00 TOTAL USD 9,000.00 Due Date: Nov 22, 2023 IMPORTANT: PLEASE BE ADVISED OUR MAILING ADDRESS HAS CHANGED. SEE ABOVE Payments by funds transfer to: Account Name: LiveTiles Corporation Account Number: 498 557 1366 ABA/ Routing Number: 021000089 Swift Code: CITIUS33 Bank: CITIBANK Branch Address: 1748 BROADWAY, New York NY 10019 Please email: ARamericas@livetilesglobal.com with any queries. Payment must be made by the due date noted above. If we could please request that payments of this and any future invoices please be made electronically/ direct bank transfer, that would be most appreciated. -VISA -X---------------------------------------------------- PAYM ENT ADVICE To: LiveTiles Corporation PO Box #1176 New York NY 10021 USA Customer City of Tukwila Invoice Number INV -4309 Amount Due 9,000.00 Due Date Nov 22, 2023 Amount Enclosed Enter the amount you are paying above