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HomeMy WebLinkAbout25-026 - Contract - Info-Tech Research Group - 2025-2027 Digital Tools LibraryCity of Tukwila Contract Number: 25-026 Council Approval NIA �0ir7 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 Info -Tech Research Group hereinafter referred to as "the Contractor," whose principal office is located at 3960 Howard Hughes Parkway Suite 500., Las Vegas., NV 89169. The City and the Contractor are each individually a "Party" and collectively the "Parties." 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. Scooe and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit 8 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 Comoensatjon_and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. a 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 Aareement. This Agreement shall be in full force and effect for a period commencing in accordance with Exhibit B. 5 Independent Contractor. The Contractor and the City agree that the 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 the 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. TIS Contract for Svcs Template 02-2021 Page 1 of 9 6 Indemnification. A. Contractor Indemnification. The Contractor shall indemnify, defend and hold harmless the City its officers, officials, employees, volunteers and permitted successors and assigns harmless from any and all claims, injuries, damages, losses or suits including attorney fees (collectively, "Losses"), in connection with any claims, demands, suits or proceedings (collectively, "Claims") made or alleged against the City by a third party arising out of or resulting from the acts, errors or omissions, or the intentional or negligent performance of the Contractor in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. B. RCW 4.24.115. However, 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 City, its officers, officials, employees, and volunteers, Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes 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. C. Infringement Indemnification. In addition to Contractor's obligations under Section 6.A., the Contractor shall indemnify, defend, and hold harmless the City and its directors, officers, employees, agents and other representatives against any Losses in connection with Claims made or alleged against the City by a third party that the services, software or deliverables infringes a U.S. patent, copyright or other intellectual property rights of any third party. The foregoing indemnification obligation does not apply to any Claims or Losses arising out of or relating to any: (a) access to or use of the software in combination with any hardware, system, software, network or other materials or service not provided or authorized by this Agreement or otherwise in writing by the Contractor; or (b) modification of the software other than: (i) by or on behalf of the Contractor; or (ii) with the Contractor's written approval or in accordance with Contractor's written specifications. D. Mitigation. If any of the services, software or deliverables are, or in Contractor's opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third -party intellectual property right, or if the City's or any Authorized User's use of the services, software or deliverables is enjoined or threatened to be enjoined, the Contractor may, at its option and sole cost and expense: i. obtain the right for the City to continue to use the Services, Software and Deliverables materially as contemplated by this Agreement; ii. modify or replace the services, software and deliverables, in whole or in part, to seek to make the services, software and deliverables (as so modified or replaced) non -infringing, while providing materially equivalent features and functionality; or iii. by written notice to the City, terminate this Agreement with respect to all or part of the Services, Software and Deliverables, and require the City to immediately cease any use of the Services, Software and Deliverables or any specified part or feature thereof, provided that if such termination occurs, the Contractor shall refund any prepaid fees to the City and provide transition services free of charge. TIS Contract for Svcs Template 02-2021 Page 2 of 9 E. Limitation of Liability. In no event will either party be liable under or in connection with this agreement or its subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise, for any: (i) loss of revenue or profit; or (ii) consequential, incidental, indirect, exemplary, special, or punitive damages, regardless of whether such persons were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event shall the aggregate liability of either party arising out of or related to this agreement exceed the greater of two times the fees paid under the agreement or $1,000,000; provided however, the limitation of liability set forth in this section shall not apply to: (i) Contractor's indemnification obligations for infringement claims made or brought against the City by a third party as described herein, or (ii) damages related to claims brought against the City due to Contractor's breach of City's data, including but not limited to damages, penalties or other liabilities arising from government enforcement actions or breach notification requirements. The provisions of this section shall survive the expiration or termination of this agreement. 7. Insurance. Prior to commencing the Services, the Contractor shall procure and maintain at its sole cost and expense at least the following insurance, covering its obligations under this Agreement. A Insurance Policies. i. Commercial General Liability. With coverage of not less than $2,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products -completed operations aggregate limit, which 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. 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 as broad coverage. ii. Cyber Liability Insurance: With coverage of not less than $1,000,000 per occurrence and $5,000,000 in the annual aggregate which shall include, but not be limited to, coverage, including defense, for the following losses or services: (1) Breach of City's Data, including but not limited to liability arising from theft, dissemination, and/or use of City's confidential and Personal Information as defined by RCW 42.56.590, including but not limited to, any information about an individual maintained by City, including: (a) any information that can be used to distinguish or trace an individual's identity, such as name, social security number, date and place of birth, mother's maiden name, or biometric records; and (b) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information regardless of how or where the information is stored or transmitted. TIS Contract for Svcs Template 02-2021 Page 3 of 9 (2) Network security liability arising from: (a) the unauthorized access to, use of, or tampering with computer systems, by an outside party, including hacker attacks or a virus introduced by a third party; or (b) the inability of an authorized third party to gain access to supplier systems and/or City Data, including denial of service, unless caused by a mechanical or electrical failure; (c) introduction of any unauthorized software computer code or virus causing damage to City Data or any other third party data. (3) Event management services and first -party loss expenses for a data breach response including crisis management services, credit monitoring for individuals, public relations, legal service advice, notification of affected parties, independent information security forensics firm, and costs to re -secure, re-create and restore data or systems. iii. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. iv. Automobile Liability Insurance of a minimum combined single limit for per occurrence for bodily injury and property damage of $1,000,000 per accident, covering 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. V. Professional Liability/Errors and Omissions Insurance (including Technology Errors and Omissions) of at least $1,000,000 per occurrence and $2,000,000 in the annual aggregate. B. Additional Insurance Reauirements. If the Contractor maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Contractor. ii. The insurance required in Section 7 shall be in a form and on terms and written by insurers with a current A.M. Best rating of not less than A: VII. The Commercial General Liability, Cyber Liability Insurance and Automobile Liability Insurance shall name the City as an additional insured, and shall contain, or be endorsed to contain, that they shall be primary insurance as respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. iii. The Contractor shall provide the City with written notice of any policy cancellation within two business days of the receipt of such notice. Contractor shall obtain replacement insurance policies meeting the requirements of this Section 7. iv. Failure of the Contractor to maintain the insurance as required shall constitute a material breach of this Agreement, upon which the City may, after giving five business days' notice to the Contractor to correct such breach, immediately terminate this Agreement. V. The 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. TIS Contract for Svcs Template 02-2021 Page 4 of 9 vi. Subcontractor's Insurance. The Contractor shall cause each and every subcontractor utilized by the Contractor in connection with the provision of Services ("Subcontractors"), to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure the City is an additional insured on each and every Subcontractor's Commercial General liability insurance policy, using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. vii. The Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsements, 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. a Record_Keeoina and Reoortina. A. Records Maintenance. 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. Retention Period. These records shall be maintained for a period of seven 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. C. Public Records Requests. The Contractor acknowledges that the City is a public entity and is subject to the Public Records Act under Chapter 42.56 RCW. To the extent permitted by law, the City shall treat as exempt from treatment as a public record, and shall not disclose in response to a request made pursuant to any applicable public records law, any of the Contractor's Confidential Information. If a request is received for records the Contractor has submitted to the City and has identified as Confidential Information, the City will use its best efforts to provide the Contractor with notice of the request in accordance with RCW 42.56.540 and a reasonable time within which the Contractor may seek an injunction to prohibit the City's disclosure of the requested record. The City shall comply with any injunction or court order requested by the Contractor which prohibits the disclosure of any such Confidential Information; however, in the event a higher court overturns such injunction or court order, the Contractor shall reimburse the City for any fines or penalties imposed for failure to disclose such records. Nothing in this section prohibits the City from complying with RCW 42.56, or any other applicable law or court order requiring the release of public records, and the City shall not be liable to the Contractor for compliance with any law or court order requiring the release of public records. D. Compelled Disclosures. If either the Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by law, that Party shall: (a) promptly, and prior to such disclosure, notify the other Party in writing of such requirement so that they can seek a protective order or other remedy or waive its rights under Section 3; and (b) provide reasonable assistance, at the Disclosing Party's cost, to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this section, the Receiving Party remains required by law to disclose TIS Contract for Svcs Template 02-2021 Page 5 of 9 any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. This Section 8.2 shall not apply to Subscriber's response to a request made under the Public Records Act, Chapter 42.56 RCW. Q Breach Notification. A. The Contractor shall maintain a data breach plan and shall implement the procedures required under such data breach plan on the occurrence of a data breach, in compliance with the requirements of Washington's data breach notification law codified at RCW 42.56.590. The Contractor shall report, in writing, to the City any data breach involving data maintained by the Contractor on behalf of the City ("City Data") including any reasonable belief that an unauthorized individual has accessed City Data. The report shall identify the nature of the event, a list of the affected individuals and the types of data, and the mitigation and investigation efforts of the Contractor. The Contractor shall make the report to the City immediately upon discovery of the data breach, but in no event more than five business days after discovery of the data breach. The Contractor shall provide investigation updates to the City. B. The Contractor shall promptly reimburse the City in full for all costs incurred by the City in any investigation, remediation or litigation resulting from any data breach. The Contractor's duty to reimburse the City includes but is not limited to, reimbursing to the City its cost incurred in doing the following: i. Notification to third parties whose information may have been or were compromised and to regulatory bodies, law enforcement agencies or other entities as may be required by law or contract; ii. Establishing and monitoring call center(s) and credit monitoring and/or identity restoration services to assist each person impacted by a data breach of a nature that, in the City's sole discretion, could lead to identity theft; and iii. Payment of legal fees and expenses, audit costs, fines and penalties, and other fees imposed upon the City by a regulatory agency, court of law, or contracting partner as a result of the data breach. C. Upon a data breach, the Contractor is not permitted to notify affected individuals without the express written consent of the City. Unless the Contractor is required by law to provide notification to third parties or the affected individuals in a particular manner, the City shall control the time, place, and manner of such notification. 1Q City Data. The Contractor does not claim ownership of, and assumes no responsibility with respect to any City Data defined as information, data, and content, in any form or medium, collected, downloaded, or otherwise received, directly or indirectly from the City, an Authorized Personnel or end-users by or through the Contractor's Services. 11. 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. 12 Termination, This Agreement may at any time be terminated by the City giving to the Contractor 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. TIS Contract for Svcs Template 02-2021 Page 6 of 9 13 Effect of Termination_ or. Exoiration. On the expiration or earlier termination of this Agreement: A. Each Party shall continue to hold such Confidential Information in confidence pursuant to Section 8; and B. Each Party shall pay to the other all undisputed amounts accrued prior to and through the date of termination of this Agreement; and C. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement. D. Within 60 days following such expiration or termination, the Contractor shall deliver to the City, in a format as requested by the City, the then most recent version of City Data maintained by the Contractor, provided that the City has at that time paid all undisputed fees then outstanding and any amounts payable after or as a result of such expiration or termination. E. In the event of (i) expiration or earlier termination of this Agreement, or (ii) the City no longer purchasing certain Services from the Contractor, if the City requests assistance in the transfer of City Data to a different vendor's applications ("Deconversion"), the Contractor will provide reasonable assistance. The Parties will negotiate in good faith to establish the relative roles and responsibilities of the Parties in effecting Deconversion, as well as the appropriate date for completion. 14. Taxes. The Contractor shall be solely responsible for the payment of any and all applicable taxes related to the Services provided under this Agreement; if such taxes are required to be passed through to the City by law, the same shall be duly itemized on timely billings submitted to the City by the Contractor. 15 Waiver. A waiver of any breach by either Party shall not constitute a waiver of any subsequent breach. 1H Third Party Beneficiaries. This Agreement is solely for the conveniences of the Parties and there are no third party beneficiaries to this Agreement. 17. Compliance with Laws. The Consultant shall comply with all applicable federal, state, and local laws and regulations in performing this Agreement. 18 Discrimjnation_Prohjbited. 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. 19 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. 2Q 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. TIS Contract for Svcs Template 02-2021 Page 7 of 9 21. Severability 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. 22 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. 2a Applicable_ Law:_ Venue:_ Attorney'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. 24. Force Maieure. Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, pandemic, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the Party's reasonable control ("Excusable Delay" hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 25. Counterparts. This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. This Amendment shall be considered properly executed by a Party if executed by that Party and transmitted by facsimile or other electronic means including, without limitation, SeamlessDocs or other City -approved program, Tagged Image Format Files (TIFF), or Portable Document Format (PDF). 26. 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. Exhibit A: Scope of Services Exhibit B: Compensation Schedule TIS Contract for Svcs Template 02-2021 Page 8 of 9 CITY OF TUKWILA Signed by: -F Thomas McLeod, Mayor 1/27/2025 1 3:43 PM PST Date ATTEST/AUTH E NTI CATE D: Signed by: LPEB,D4#PF�4 Andy Youn-Barnett, City Clerk APPROVED AS TO FORM: Signed by: (l 4. Saxl-& A i6S b - --Office of the City Attorney INFO TECH RESEARCH GROUP: DocuSigned by - BD D26A6629C2E7461 ... Printed Name. Ryan Huggett Title: chief Legal officer Address: 345 Ridout Street North London. ON N6A 2N8 Date: 1/23/2025 1 7:59 AM PST TIS Contract for Svcs Template 02-2021 Page 9 of 9 1 /15/25, 10:24 AM Terms I Info -Tech Research Group 1;1 C 1�� 11 IN 11:��i` 0,, 1 If::: S f::: A 11:1 C I h G II 1 0 U P Search I 1�;XHIBI'T A lnfo=Tech Research Group Terms of Use Info -Tech Research Group Inc. ("Info -Tech" or "we") provides proprietary information technology research, tools, materials, and related advisory services to our clients via our website (collectively the "Services"). A "Client" is defined as the entity that purchased the subscription services. These Terms of Use shall be referenced in a sales contract ("Service Agreement") between Client and Info - Tech. These Terms of Use state the terms and conditions under which "you", being (as the case may be) a Client and/or a "User" (defined as a user of the publicly available Services, or one or more named individual employees or representatives of the Client who are authorized by Info -Tech in a Service Agreement to use the Services that require paid access), may use this website and the Services, which are the property of Info -Tech. 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C ,,,,n Il::: ll::::::: ll::::: ll:::� �,,,,,I C� II:::�CD U:::-) Service taut II)ata° l:::abruuary 28, 2025 11 Contract II...engtln 2...year Contact!: Joel IBtush Product Bundle Options Description Quantity Subtotal Discount Total SE Core Membership - See below for your selected Research Library, Research Advisory, 1.00 Basic bundle products Diagnostics, Software Selection as a Service per Year, Software Reviews, Choice of 1 Contract Review, Price Benchmarking, or IT Vendor Negotiation Assistance per Year Small Enterprise Advisory Unlimited Analyst Calls, Access to 1.00 $20,400.00 $2,590.80 $17,809.20 Membership Diagnostic Benchmarking Programs, One Annual Software Selection Engagement, Access to Virtual Industry Roundtable Meetings, Choice of IT Contract Review, IT Vendor Price Benchmarking, or IT Vendor Negotiation Engagement Team Membership Access to core research content - 1.00 $4,800.00 $609.60 $4,190.40 project blueprints, Info -Tech Academy, online Leadership training, software selection content, tools and templates library Total Discounts: $3,200.40 Total: $21,999.60 AIII lterrns stated on thjs docur neat are'i in USE) and 'tla subject to appficalLle. taxes. 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