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HomeMy WebLinkAbout12-117 - SoftResources - Negotiation Services for Permit SoftwareCity of Tukwila Contract Number: 12-117 6200 Southcenter Boulevard, Tukwila WA 98188 Council Approval N/A CONSULTANT AGREEMENT FOR SOFTWARE SERVICES THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City and SoftResources, hereinafter referred to as "the Consultant in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Proiect Designation. The Consultant is retained by the City to perform permit software consulting services in connection with the project to replace Tukwila's permit processing software. 2. Scone of Services. The Consultant agrees to perform the services, identified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies. 3. Duration of Agreement: Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending December 31, 2012, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than December 31, 2012 unless an extension of such time is granted in writing by the City. 4. Pavment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "B" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $4,500 without express written modification of the Agreement signed by the City. B. The Consultant may submit vouchers to the City once per month during the progress of the work for partial payment for that portion of the project completed to date. Such vouchers will be checked by the City and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. D. Payment as provided in this section shall be full compensation. for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. E. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. s�— 6Y Q� I 5. Ownership and Use of Documents. All documents, drawings, specifications and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not, except that the Consultant retains exclusive ownership rights to all diagrams, methodologies, vendor information (collectively, "Technical Elements owned and developed by Consultant prior to or independently from its engagement hereunder, and any modifications, or enhancements to Consultant's Technical Elements developed in the course of performing the Services. The City shall have the right to use Consultant's work products that are delivered as part of this agreement for its own internal, non commercial use. The Consultant acknowledges that the City is subject to the Washington State Public Records Act, Chapter 42.46 RCW (the "Act and that any documents produced by the Consultant and provided to the City under this Agreement may be subject to disclosure to third parties pursuant to the Act. The Consultant shall hold the City harmless for release of documents pursuant to a public records request. The City shall not be liable to Consultant for third -party use of documents produced by the Consultant. All third party works and products whether or not included or embedded in the deliverables shall remain the property of the third party, unless as agreed upon and subject to the terms in the agreement made between the City and such third party vendors. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with the Consultant's endeavors. The Consultant shall not be responsible for any use of the said documents, drawings, specifications or other materials by the City on any project other than the project specified in this Agreement. 6. Compliance with Laws. The Consultant shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services rendered under this Agreement. 7. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 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 Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant'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. 8. Insurance. The Consultant 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 Consultant, its agents, representatives, or employees. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. CA revised 2012 Page 2 A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1. Automobile Liabilitv 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 Liabilitv insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liabilitv with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. Professional Liability insurance shall be appropriate to the Consultant's profession. B. Other Insurance Provision. The Consultant's 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 Consultant's insurance and shall not be contributed or combined 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:VH. D. Verification of Coverage. Consultant 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 Consultant before commencement of the work. Certificates of coverage and endorsements as required by this section shall be delivered to the City within fifteen (15) days of execution of this Agreement. E. Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. F. Failure to Maintain Insurance. Failure on the part of the Consultant 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 Consultant 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 Consultant from the City. 9. Independent Contractor. The Consultant and the City agree that the Consultant 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 Consultant nor any employee of the CA revised 2012 Page 3 Consultant 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 for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. 10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 12. Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 13. Non Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 14. Termination. A. The City reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the Consultant. B. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City, if the City so chooses. 15. Annlicable Law; Venue; Attornev's Fees. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. 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. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. 16. 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. CA revised 2012 Page 4 17. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Consultant shall be sent to the following address: Spencer Arnesen SoftResources LLC 11411 NE 124` Street, Suite 270 Kirkland, WA 98034 18. Entire Aereement. Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant 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. DATED this day of 3A0k4'14 -6V' 2012. CITY OF TUKWILA Mayor t w� CONSULTANT B y' 4a44-.— Printed Name: es e h Title: r"t A ,Da. Attest/Authenticated: qk&Q�1- City Clerk Approved as to Form: Office of the City Attorney CA revised 2012 Page 5 Exhibit A Scope of Work The following is the Scope of Work for contract negotiation services provided by SoftResources LLC to the City of Tukwila. This contract will be billed on an hourly rate of $175 per hour provided that the total amount of payment to the Consultant shall not exceed $4,500 without express written modification of the Agreement signed by the City. At the City's direction, SoftResources will provide any or all of the following contract negotiation services up to the not -to- exceed amount. 1. Review of permit software contract documents 2. Review of initial draft of Statement of Work and make high -level comments /suggestions 3. Document containing detailed comments regarding contract documents. This will be delivered in a table format for ease of negotiations tracking, and will include some suggested contract verbiage. This will be formatted so the City can turn it over to the City attorney for review, and then submit to CRW. 4. Conference call with the City to explain issues /concerns and related risks. Includes verbal recommendations for negotiations strategy and discussion on the negotiations plan and approach. 5. Track concessions and changes. 6. Actively participate in negotiations with CRW. 7. Other conference calls and communications to answer questions and discuss risks, opportunities, and negotiation related topics with the City. CA revised 2012 Page 6 Exhibit B Fees and Billing This contract will be billed on a monthly basis according to a rate of $175 per hour provided that the total amount of payment to the Consultant shall not exceed $4,500 without express written modification of the Agreement signed by the City. CA revised 2012 Page 7