18-014.00 Right Systems: IT Systems Setup, Installation & Troubleshooting 18-oiq
AGREEMENT FOR SERVICES
Right! Systems,Inc.
THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State
of Washington,hereinafter"City"and Right! Systems,Inc. hereinafter"Consultant,"jointly referred to as
"Parties."
IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows:
1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily
complete the Scope of Services, attached as Exhibit A.
A.Administration. The City Manager or designee shall administer and be the primary contact for
Consultant. Prior to commencement of work, Consultant shall contact the City Manager or
designee to review the Scope of Services, schedule,and date of completion. Upon notice from the
City Manager or designee, Consultant shall commence work, perform the requested tasks in the
Scope of Services,stop work,and promptly cure any failure in performance under this Agreement.
B. Representations. City has relied upon the qualifications of Consultant in entering into this
Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill,
and resources necessary to perform the work and is familiar with all current laws, rules, and
regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon
personnel shall be made without the prior written consent of City.
Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for
the timely provision of all professional services required to complete the Scope of Services under
this Agreement.
Consultant shall be responsible for the technical accuracy of its services and documents resulting
therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall
correct such deficiencies without additional compensation except to the extent such action is
directly attributable to deficiencies in City-furnished information.
C.Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed
by professional consultants engaged in the same profession, and performing the same or similar
services at the time such services are performed.
D. Modifications. City may modify this Agreement and order changes in the work whenever
necessary or advisable. Consultant will accept modifications when ordered in writing by the City
Manager or designee, so long as the additional work is within the scope of Consultant's area of
practice. Compensation for such modifications or changes shall be as mutually agreed between the
Parties. Consultant shall make such revisions in the work as are necessary to correct errors or
omissions appearing therein when required to do so by City without additional compensation.
2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in
effect until completion of all contractual requirements have been met as determined by City. Consultant
shall complete its work by December 31, 2018 unless the time for performance is extended in writing by
the Parties.
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Either Party may terminate this Agreement for material breach after providing the other Party with at least
10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement
for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City
shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination
date.
3. Compensation
(Option B: If using Option B, delete option A and delete these yellow sections) City agrees to pay
Consultant an agreed upon hourly rate up to a maximum amount of$5000.00 as full compensation for
everything done under this Agreement, as set forth in Exhibit B. Consultant shall not perform any extra,
further, or additional services for which it will request additional compensation from City without a prior
written agreement for such services and payment therefore.
4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for
payment shall be sent to the City Finance Department at the below-stated address.
City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which
is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the
Scope of Services,City standards,City Code, and federal or state standards.
5. Notice. Notices other than applications for payment shall be given in writing as follows:
TO THE CITY: TO THE CONSULTANT:
Name: Christine Bainbridge,City Clerk Name: Right! Systems,Inc.
Phone: (509)720-5000 Phone: 1-800-571-1717
Address: 10210 East Sprague Avenue Address: 2600 Willamette Dr.NE, Suite C
Spokane Valley,WA 99206 Lacey,WA 98516
6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply
with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs,
construction documents,and services shall conform to all federal, state,and local statutes and regulations.
7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary
Covered Transactions.
A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief
that it and its principals:
1. Are not presently debarred, suspended, proposed for debarment, declared
ineligible,or voluntarily excluded from covered transactions by any federal department or
agency;
2. Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment rendered against them for commission of fraud or a criminal offense
in connection with obtaining, attempting to obtain, or performing a public (federal, state,
or local) transaction or contract under a public transaction; violation of federal or state
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records,making false statements, or receiving stolen property;
3. Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the offenses
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enumerated in paragraph(A)(2)of this certification;and
4. Have not within a three-year period preceding this application/proposal had one
or more public transactions (federal, state,or local)terminated for cause or default.
B. Where the prospective primary participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this Agreement.
8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent
contractor and not the agent or employee of City,that City is interested in only the results to be achieved,
and that the right to control the particular manner,method, and means in which the services are performed
is solely within the discretion of Consultant. Any and all employees who provide services to City under
this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible
for the conduct and actions of all its employees under this Agreement and any liability that may attach
thereto.
9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared
by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure
pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped,
photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise
provided, be deemed the property of City. City shall be permitted to retain these documents, including
reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form
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of computer files,for the City's use. City shall have unrestricted authority to publish, disclose, distribute,
and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under
this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product
outside of the scope of its intended purpose.
10.Records. The City or State Auditor or any of their representatives shall have full access to and the right
to examine during normal business hours all of Consultant's records with respect to all matters covered in
this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts
from such records, and to make audits of all contracts, invoices, materials,payrolls, and record of matters
covered by this Agreement for a period of three years from the date final payment is made hereunder.
11.Insurance. 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 Consultant,its agents,representatives,employees,or subcontractors.
A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below:
1. Automobile liability insurance 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.
2.Commercial general liability insurance shall be at least as broad as ISO occurrence form
CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent
contractors and personal injury, and advertising injury. City shall be named as an
additional insured under Consultant's commercial general liability insurance policy with
respect to the work performed for the City using an additional insured endorsement at least
as broad as ISO CG 20 26.
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3. Workers' compensation coverage as required by the industrial insurance laws of the
State of Washington.
B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits:
1. Automobile liability insurance with a minimum combined single limit for bodily injury
and property damage of no less than$1,000,000 per accident.
2. Commercial general liability insurance shall be written with limits no less than
$1,000,000 for each occurrence,and$2,000,000 for general aggregate.
C. Other Insurance Provisions. The policies are to contain,or be endorsed to contain,the following
provisions for automobile liability and commercial general liability insurance:
1. Consultant's insurance coverage shall be primary insurance with respect to the City.
Any insurance, self-insurance, or insurance pool coverage maintained by City shall be in
excess of Consultant's insurance and shall not contribute with it.
2.Consultant shall fax or send electronically in.pdf format a copy of insurer's cancellation
notice within two business days of receipt by Consultant.
3. If Consultant maintains higher insurance limits than the minimums shown above, City
shall be insured for the full available limits of commercial general and excess or umbrella
liability maintained by Consultant, irrespective of whether such limits maintained by
Consultant 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
Consultant.
4. Failure on the part of Consultant to maintain the insurance as required shall constitute a
material breach of the Agreement, upon which the City may, after giving at least five
business days' notice to Consultant to correct the breach, immediately terminate the
Agreement, or at its sole discretion, procure or renew such insurance and pay any and all
premiums in connection therewith, with any sums so expended to be repaid to City on
demand, or at the sole discretion of the City,offset against funds due Consultant from the
City.
D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating
of not less than A:VII.
E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement,
Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant
returns the signed Agreement, which shall be Exhibit C. The certificate shall specify all of the
parties who are additional insureds, and shall include applicable policy endorsements, and the
deduction or retention level. Insuring companies or entities are subject to City acceptance. If
requested, complete copies of insurance policies shall be provided to City. Consultant shall be
fmancially responsible for all pertinent deductibles, self-insured retentions,and/or self-insurance.
12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify, and
hold harmless City and its officers,agents,and employees,from any and all claims,actions,suits,liability,
loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever
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relating to or arising out of the wrongful or negligent acts, errors, or omissions in the services provided by
Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent
permitted by law,subject only to the limitations provided below.
Consultant's duty to defend, indemnify, and hold City harmless shall not apply to liability for damages
arising out of such services caused by or resulting from the sole negligence of City or City's agents or
employees pursuant to RCW 4.24.115.
Consultant's duty to defend, indemnify, and hold City harmless against liability for damages arising out of
such services caused by the concurrent negligence of(a) City or City's agents or employees, and (b)
Consultant, Consultant's agents, subcontractors, subconsultants and employees, shall apply only to the
extent of the negligence of Consultant,Consultant's agents,subcontractors,subconsultants,and employees.
Consultant's duty to defend, indemnify, and hold City harmless shall include, as to all claims, demands,
losses, and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, the
reasonable value of any services rendered by the office of the City Attorney,outside consultant costs, court
costs, fees for collection, and all other claim-related expenses.
Consultant specifically and expressly waives any immunity that may be granted it under the Washington
State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in
any way by any limitation on the amount or type of damages, compensation, or benefits payable to or for
any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts.
Provided, that Consultant's waiver of immunity under this provision extends only to claims against
Consultant by City, and does not include, or extend to, any claims by Consultant's employees directly
against Consultant.
Consultant hereby certifies that this indemnification provision was mutually negotiated.
13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power,
right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance
shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded
in this Agreement or by law shall be taken and construed as cumulative and in addition to every other
remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of
this Agreement or to require at any time performance by the other Party of any provision hereof shall in no
way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any
part thereof.
14. Assignment and Delegation. Neither Party may assign, transfer, or delegate any or all of the
responsibilities of this Agreement or the benefits received hereunder without prior written consent of the
other Party.
15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for
any of the work contemplated under this Agreement without obtaining prior written approval of City.
16. Confidentiality. Consultant may, from time-to-time,receive information which is deemed by City to
be confidential. Consultant shall not disclose such information without the prior express written consent
of City or upon order of a court of competent jurisdiction.
17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes
between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane
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County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a
party in any arbitration proceeding between City and any third party that includes a claim or claims that
arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees
that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be
entered upon it in any court having jurisdiction thereof.
18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this
Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees).
19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between
the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,
modified,or altered except in writing signed by the Parties hereto.
20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or
action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited,
accepted, or granted a present or future gift,favor,service, or other thing of value from any person with an
interest in this Agreement.
21. Business Registration. Prior to commencement of work under this Agreement, Consultant shall
register with the City as a business if it has not already done so.
22. Severability. If any section,sentence, clause,or phrase of this Agreement should be held to be invalid
for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other
section, sentence,clause, or phrase of this Agreement.
23.Exhibits. Exhibits attached and incorporated into this Agreement are:
A. Scope of Services
B. Fee proposal
C. Insurance Certificates ' r
The Parties have executed this Agreement this iLday of gafa/k ,20j
CITY OF SPOKANE VALLEY Consultant:
/.I .i1
Mark Calhoun,City Manager John Costello
Director of Services
A Ade
'stifle Bainbridge,City Clerk
APPROVED AS TO FORM:
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fflctof the Attorney
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Exhibit A—Scope of Services
The Consultant shall report directly to the Finance Director or her designee as needed to assist the City in
setup,installation and troubleshooting of all City owned IT Systems each at City Hall,Center Place and
the Street Shop,pending availability of the Consultant resources and technical skillset(s)needed.
Exhibit B—Compensation
Retainer Rat• Retainer Pate
Break/at■ ($2$.000') ($40,000.)
SupportSerrvke$ $200per him $190 per hour MO pet hour
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