Attachment_B_City_Technology_Terms_and_Conditions.pdf

Technology Contract – Purchasing, FAS (Rev. 7/11/2024)

Note: This contract indicates terms and conditions required by the City of Seattle. All submitting companies agree to the terms and conditions of this contract. Contractors may submit requests for exceptions at the time of proposal submittal; and the City may consider such requests but is not obligated to accept such requests. The City may also make changes to best reflect the project and interests of the City prior to submittal of the final Contract for signature.

TECHNOLOGY CONTRACT

City of Seattle

CONTRACT FOR TR0 RFP #6482 MOBILE PAYMENT PARKING SYSTEM

Table of Contents

I. General Terms and Conditions Definitions

2. Term of Contract

3. Pricing

4. Payment Procedures

5. Survivorship

6. Expansion Clause

7. Statement of Work

8. Inspection

9. Disputed Work

10. Work Order Process

11. Documentation

12. Indemnification

13. Insurance

14. Time is of the Essence

15. Risk of Loss, Freight, Overages or Underages

16. Protection of Persons and Property

17. Contract Notices, Deliverable Materials and Invoices Delivery

18. Representations

19. Local, State and Federal Laws

20. Assignment and Subcontracting

21. General Legal Requirements

22. Violations of Law

23. Review of Contractor Records

24. Independent Contractor

25. Errors & Omissions: Correction

26. Intellectual Property Rights

27. Dispute Resolution

28. Termination

29. Force Majeure – Suspension and Termination

30. Major Emergencies or Disasters

31. Section Headings, Incorporated Documents and Order of Precedence

32. Contractor Authorizations

33. Ability to Perform

34. Miscellaneous Provisions

II. Software Terms and Conditions

35. License for Use

36. Warranties

37. Ownership of Deliverables

38. Software Upgrades and Enhancements and Optional Modules

39. Reauthorization Code Required

40. Escrowing of Source Language of Licensed Software III. Data and Security Terms and Conditions

41. Contractor Cyber Security Program

42. Contractor Cyber Security and Data Security

43. Compliance with Artificial Intelligence (AI) Requirements IV. Hardware Terms and Conditions

44. Equipment Warranty

45. Title to Equipment V. Payment Card Industry (PCI) Terms and Conditions

46. Transaction Data Security, Certification and Compliance

47. PCI – DSS Certification

48. Unauthorized Access to Cardholder Data

49. For Parking Garage/Equipment VI. EXHIBITS and attachments

TECHNOLOGY CONTRACT

City of Seattle

CONTRACT FOR TR0 RFP #6482 MOBILE PAYMENT PARKING SYSTEM

This Contract is made and entered into by and between City of Seattle (“City”), a Washington municipal corporation; and Supplier Name Click or tap here to enter text. (Address: Vendor Address Click or tap here to enter text. ) (“Contractor”), a corporation of the State of Click or tap here to enter text. , and authorized to do business in the State of Washington.

WHEREAS, the purpose of this contract is to provide the City of Seattle with mobile payment services for parking and curbspace that utilize existing location codes and communication methods with City and City-vendor systems, while providing easy to use options for the traveling public; and

WHEREAS, Contractor was selected as a result of a Request for Proposal process initiated _______20__ as required by Seattle Municipal Code since costs are anticipated to exceed the City Formal Threshold in value; and

WHEREAS, funds for this purpose are authorized through the City of Seattle annual budget;

WHEREAS Contractor processes, transmits, and/or stores cardholder data in the performance of services provided to City, and is therefore considered a “service provider” under Requirement 12.8 of the PCI DSS; and

WHEREAS Requirement 12.8.2 of the PCI DSS requires the Contractor to maintain a written agreement that includes an acknowledgement that the service provider is responsible for the security of cardholder data that the service provider possesses; and

WHEREAS Requirement 12.8.4 of the PCI DSS requires the Contractor to maintain a program to monitor the service provider’s PCI DSS compliance status;

WHEREAS City secures services from Contractor under this Contract, which services involve the processing of merchant card transactions, specifically mobile payment services;

NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance of the Statement of Work contained herein, as attached and made a part hereof, the City and Contractor mutually agree as follows:

I. GENERAL TERMS AND CONDITIONS

Definitions

1.1. Acceptance/Accepted/Accept: A Service or Deliverable has successfully completed the acceptance process set forth in the Contract, the applicable Work Order or Statement of Work (SOW) and the City has issued written confirmation of acceptance. Absent specific language in an individual Work Order or SOW related to acceptance, the City will provide a response regarding the status of acceptance of Deliverables provided by Contractor within ten (10) business days after delivery. Any notice of non- Acceptance by the City will contain reasonable detail on how the Service or Deliverable did not conform to the applicable Order or SOW. Upon receipt of notice, Contractor shall use commercially reasonable efforts to correct any deficiencies in the Service or Deliverable so that they materially conform to the Work Order or SOW. In the event the City does not respond within the above-mentioned time frame, Contractor shall escalate the request for Acceptance to the City’s Executive Sponsor for the project.

1.2. Acceptance Testing: A level of software testing where a system is tested for acceptability. The purpose of this test is to evaluate the system's compliance with the business requirements and assess whether it is acceptable for delivery.

1.3. Agreement: See definition of “Contract”.

1.4. Change Order: A written modification, addition or deletion to any part of the Contract, a Statement of Work or Work Order which is signed by both parties.

1.5. City Data: Information, software, and content that the City provides, including, without limitation, any hypertext markup language files, scripts, programs, recordings, sound, music, graphics, images, applets or servlets that the City or its Subcontractors create, install, upload or transfer in or through to the System.

1.6. City Formal Threshold: The current City Formal Threshold may be found here:

https://www.seattle.gov/purchasing-and-contracting/purchasing#howdoesthecitybuyproductsandservices.

1.7. Contract: The writings and drawings embodying the legally binding obligations between the City and the Contractor as set forth more specifically in Section 2 Term of Contract and Section 33 Section Headings, Incorporated Documents and Order of Precedence.

1.8. Contract Administrator: Assigned individual from Purchasing and Contracting at the Seattle Department of Finance and Administrative Services.

1.9. Contract Amendment: A written change to the Contract signed by both parties.

1.10. Contractor: The individual, association, partnership, firm, company, corporation, or combination thereof, including joint ventures, contracting with the City for the performance of Services or Work under this Contract.

1.11. Deliverable: A tangible or intangible product or service produced by the Contractor as a result of purchase agreement governed by the Contract. Examples of a deliverable are, a report, a document, a software product, a server upgrade or any other building blocks of an overall project. A deliverable may be composed of multiple smaller deliverables. All deliverables must be Accepted by the City.

1.12. Documentation: Technical documentation to be provided and delivered by Contractor relating to the Services provided under this Contract, including but not limited to design documents, functional specifications, technical specifications, systems documentation, and manuals describing how to operate and support the software as configured and the technical objects provided in this Contract without additional charge other than the charges set forth in the applicable SOW, as may be amended by the parties. Documentation also includes information about the performance of the Services such as status reports or other information related to the Services provided under this Contract. Documentation also includes training materials.

1.13. Equipment: Tangible property (that is not land or buildings) that facilitates business operations.

1.14. Force Majeure Event: An event that prohibits performance and is beyond the control of the party.

Such events may include natural or man-made disasters, or an action or decree of a superior governmental body, which prevents performance.

1.15. Hardware: See definition of “Equipment”.

1.16. Hosted Services: A type of Service which involves a party other than the City, providing the physical data center space, hardware, database software and other software as agreed upon, as well as the labor necessary to maintain the underlying infrastructure of the System or a Side System. The specific descriptions of the Hosting Services and associated Service Level Agreements (SLAs) will be agreed upon in a Statement of Work.

1.17. Managed Services: A type of Service which involves a party other than the City providing Services on an ongoing basis to perform maintenance and to provide continuous improvement for a System or Side System. The specific descriptions of the Managed Services and associated Service Level Agreements (SLAs) will be agreed upon in a Statement of Work.

https://www.seattle.gov/purchasing-and-contracting/purchasing#howdoesthecitybuyproductsandservices https://www.seattle.gov/purchasing-and-contracting/purchasing#howdoesthecitybuyproductsandservices

1.18. Project Manager – City: The individual designated by the City to manage the project on a daily basis and who may represent the City for contract administration.

1.19. Project Manager – Contractor: The individual designated by the Contractor to manage the project on a daily basis and who may represent Contractor for contract administration.

1.20. RFP: The Request for Proposal issued by the City with RFP No. 6482 entitled “TRO RFP #6482 Mobile Payment Parking System.”

1.21. Software: The information and collection of instructions and data, in the form of computer programs that make a computer carry out certain functions.

1.22. Specifications: The technical requirements for, and performance standards of, the System as set forth in the RFP, Contractor’s RFP response, the Contract (including all exhibits, attachments, and amendments) and any adjustments made while covered under the System Support Agreement. Unless otherwise agreed in writing, Contractor may not modify Specifications previously made available to the City in a manner that would reduce, diminish or otherwise adversely impact such Specifications.

1.23. Statement of Work (SOW): An attachment to this Contract, which is incorporated herein, consisting of written descriptions of Services to be performed.

1.24. Services: The activities, services, functions and responsibilities to be provided by Contractor as specifically set forth in a Statement of Work. Services do not involve the delivery of any specific manufactured goods.

1.25. Side System: A software system used by the City. A Side System’s primary purpose may be to conduct financial or accounting transactions or business functions other than financial or accounting (e.g., permitting, maintenance management, etc.). The Side System may or may not continue to be used as determined by City management.

1.26. Source Code: A set of instructions, written in a programming language, that must be translated to machine instructions before the program can run on a computer. These instructions must be compiled into object code before the computer can understand them.

1.27. Contractor: The individual, association, partnership, firm, company, corporation, or combination thereof, including joint ventures, contracting with the City for the performance of Services or Work under this Contract.

1.28. Contractor Technology: Software, hardware, or any other intellectual property owned by or licensed by the Contractor and used in the performance of the Services.

1.29. Work: All work product created by Contractor or its subcontractor pursuant to the terms of this Contract, including any data, drawings, technical information, documentation, reports, notes, work papers, review sheets, software, or other material delivered to the City by Contractor arising out of, or resulting from, the Services provided by Contractor under this Contract.

1.30. Work Order: Written documents signed by both parties and generated by the City upon which Contractor shall commence certain of the Services set forth in the applicable Statement of Work.

1.31. PCI-DSS: Payment Card Industry Data Security Standard (as a level 1 service provider). Governed by the PCI Council, to maintain and validate credit card compliance for all systems.

1.32. P2PE: Point to Point (end to end) Encryption. Technology used to mask cardholder data from point-of-swipe through processing.

1.33. PA-DSS: Payment Application Data Security Standard validated.

1.34. CISP: Cardholder information security Program compliant, validated by VISA.

2. Term of Contract

This Contract shall allow orders to be placed for three (3) years, with two (2) two-year extensions for additional order placements. Optional one-year extensions may be mutually agreed upon by both parties thereafter for licensing, maintenance and support. The Contractor may provide a notice to not extend, but must provide such notice at least 45 days prior to the renewal date.

3. Pricing

3.1. Pricing reflects the following Terms. These are in addition to annual Prevailing Wage adjustments if required. The Contract Administrator may exempt these requirements for extraordinary conditions that could not have been known by either party at the time of bid or other circumstances beyond the control of both parties, as determined in the opinion of the Contract Administrator. Such changes (whether increases or decreases) may only be issued by the Contract Administrator (Department of Finance and Administrative Services). No other individual or City Department is authorized to approve such modifications. Changes shall be issued in writing by the Contract Administrator. Absent a written contract document, such changes shall not be considered effective. The Change Order shall not require joint signature, and implies concurrence unless the Contractor rejects in writing immediately upon receipt of such a Change Order.

3.2. Requests for Price Decreases: Contractors can offer greater discounts or lower prices at any time when a specific order is placed or when a long-term change in costs allows the Contractor to offer a permanent change to the contract prices. Requests that reduce pricing charged to the City may be delivered to the Contract Administrator at any time during the contract period. Such price reductions should use the same pricing structure as the original contract (i.e. discounts below list, mark-up above, fixed price, or hourly rates). The City may likewise initiate a request to the Contractor for price reductions, subject to mutual agreement of the Contractor.

3.3. Requests for Price Increases: Requests that increase costs to the City must be delivered to the Contract Administrator in accordance with the rules below. No other employee may accept a rate increase request on behalf of the City. Any invoice that is sent to the City with pricing above that specified by the City in writing within this Contract or specified within an official written change issued by Purchasing to this contract, shall be invalid. Payment of an erroneous invoice does not constitute acceptance of the erroneous pricing, and the City would seek reimbursement of the overpayment or would withhold such overpayment from future invoices.

3.4. Discount from Manufacturer List Pricing: The City will not accept requests to change discount rates below Manufacturer List prices or mark-up above wholesale, except for those that are more favorable to the City than the original contract. As manufacturer list prices change, the net price to the City will automatically change in the same percentage as the discount rate to the City.

3.5. One-time Purchase Order Prices: For a one-time purchase, pricing shall be firm and fixed for that purchase, and shall not be subject to requests for price increases by the Contractor. With this said, the Contractor may submit requests to reduce and decrease the price.

3.6. Hourly Rates or Service Pricing: For multi-year contracts that provide services. The Contractor may submit a price reduction that implements a lower and more favorable cost to the City at any time during the contract. Contractor requests for rate increases must be no sooner than two years after contract signature, are at the discretion of the Buyer; and must be:

3.6.1. The direct result of increases to wage rates and not exceed the U.S. Dept. of Labor Consumer Price Index (CPI) for All Urban Consumers Seattle-Tacoma-Bellevue or other appropriate service rate index agreed upon between the Buyer and the Contractor. A link to the CPI Data is available at http://www.seattle.gov/financedepartment/cpi/historical.htm.

3.6.2. Calculated over the previous 12-month period.

3.6.3. Not produce a higher profit margin than that on the original contract.

3.6.4. Clearly identify the service titles and the hours of service performed if specified within the contract and the before and after wage rates for such titles.

3.6.5. Be filed with Buyer a minimum of 90 calendar days before the effective date of proposed increase.

3.6.6. Be accompanied by detailed documentation acceptable to the Buyer sufficient to warrant the increase.

3.6.7. The Adjustment (if any) shall remain firm and fixed for at least 365 days after the effective date of the adjustment.

3.6.8. Should not deviate from the original contract pricing scheme/methodology.

3.7. Fixed Product Pricing: For contracts that provide on-going, multiple year supply of products, the Contractor may submit notice of a price reduction that provides lower prices to the City, at any time during the contract. Requests by the Contractor to increase pricing shall be no sooner than two years after the execution of the contract, are at the discretion of the Buyer; and must also be:

3.7.1. The direct result of increases at the manufacturer's or supplier’s level.

3.7.2. Incurred one (1) year after contract commencement date.

3.7.3. Not produce a higher profit margin than that on the original contract.

3.7.4. Clearly identify the items impacted by the increase.

3.7.5. Be filed with Buyer a minimum of 90 calendar days before the effective date of proposed increase.

3.7.6. Be accompanied by detailed documentation acceptable to the Buyer sufficient to warrant the increase.

3.7.7. The United States published indices such as the U.S. Dept. Of Labor Consumer Price Index (CPI), Producer Price Index (PPI) or other data may be referenced to help substantiate the Contractor’s documentation.

3.7.8. The Adjustment (if any) shall remain firm and fixed for at least 365 days after the effective date of the adjustment.

3.7.9. Should not deviate from the original contract pricing scheme/methodology.

Seattle will not be bound by prices contained in an invoice that are higher than those in the contract. Unless the higher price has been accepted by the City and the contract amended, the invoice may be rejected and returned to the Vendor for corrections.

4. Payment Procedures

4.1. Contractor shall only invoice upon the City’s approval of the deliverable and in a manner consistent with the payment schedule attached, if any. An invoice is considered received when it is date-stamped as received by the office of the recipient who is designated within this Contract. If the invoice is not date-stamped or otherwise marked as received by a department, the date of the invoice will be considered the date the invoice is received. Once the City has received and approved the invoice, the City will provide http://www.seattle.gov/financedepartment/cpi/historical.htm payment within thirty (30) days. The aggregate amount represents the full and final amount to be paid by the City for all expenses incurred and incidentals necessary to complete the Work.

4.2. The City shall not be obligated to pay any other compensation, fees, charges, prices or costs, nor shall Contractor charge any additional compensation for completing the work order of the Statement of Work.

All costs invoiced to the City, shall be associated with an active and open work order.

4.3. Invoices for hardware and software installed in City facilities and other Work performed under this Contract shall be submitted, in writing to the City’s Project Manager. Invoices shall include such information as prescribed in the Specifications or Statement of Work, and is necessary for the City to determine the exact nature of all expenditures and shall reference this Contract. Additional payment terms or invoice instructions may be mutually agreed upon by the City and the Contractor.

4.4. Payment does not constitute whole or partial acceptance; City acceptance of the System shall only occur by formal written notice to that effect.

4.5. Advance Payment Prohibited: The City does not accept requests for early payment, down payment or partial payment, unless the Bid or Proposal Submittal specifically allows such pre-payment proposals or alternates within the procurement process. Maintenance subscriptions may be paid up to one year in advance provided that should the City terminate early, the amount paid shall be reimbursed to the City on a prorated basis. All other expenses are payable net 30 days after receipt and acceptance of satisfactory compliance.

4.6. Travel and Other Direct Charges

4.6.1. If the Scope of Work for this purchase has specifically identified travel and/or other direct costs that the City intends to reimburse, then the following requirements shall apply. All such expenses must be pre-approved in writing by the City Project Manager. If the Scope of Work does not clearly identify such costs for compensation, then no compensation will be given.

4.6.2. City will reimburse the Contractor at actual cost for expenditures that are pre-approved by the City in writing and are necessary and directly applicable to the work required by this Contract provided that similar direct project costs related to the contracts of other clients are consistently accounted for in a like manner. Such direct project costs may not be charged as part of overhead expenses or include a markup. Other direct charges may include, but are not limited to the following types of items: travel, printing, cell phone, supplies, materials, computer charges, and fees of subconsultants or subcontractors.

4.6.3. The billing for third party direct expenses specifically identifiable with this project shall be an itemized listing of the charges supported by copies of the original bills, invoices, receipts, subconsultant/subcontractor paid invoices, and other supporting documents used by the Contractor to generate invoice(s) to the City. The original supporting documents shall be available to the City for inspection upon request. All charges must be necessary for the services provided under this Contract.

4.6.4. The City will reimburse the actual cost for travel expenses incurred as evidenced by copies of receipts (excluding meals) supporting such travel expenses, and in accordance with the City of Seattle Travel Policy, details of which can be provided upon request.

4.6.5. Airfare: Airfare will be reimbursed at the actual cost of the airline ticket. The City will reimburse for economy or coach class fare only. Receipts detailing each airfare are required. Unusual itineraries or multi-leg trips shall be prorated to the business requirements of this Contact at the sole discretion of the City.

4.6.6. Meals: Meals will be reimbursed at the Federal Per Diem daily meal rate (excluding the “Incidental” portion of the published CONUS Federal M&I Rate) for the city in which the work is performed (the current Federal Per Diem daily meal rate used by the City for reimbursement will be provided upon request). Receipts are not required as documentation. The invoice shall state “the meals are being billed at the Federal Per Diem daily meal rate”, and shall detail how many of each meal is being billed (e.g. the number of breakfasts, lunches, and dinners). The City will not reimburse for alcohol at any time.

4.6.7. Lodging: Lodging will be reimbursed at actual cost incurred up to a maximum of the published Runzheimer Cost Index for the city in which the work is performed (the current maximum allowed reimbursement amount can be provided upon request). Receipts detailing each day / night lodging are required. The City will not reimburse for ancillary expenses charged to the room (e.g. movies, laundry, mini bar, refreshment center, fitness center, sundry items, etc.).

4.6.8. Vehicle Mileage: Vehicle mileage will be reimbursed at the Federal Internal Revenue Service Standard Business Mileage Rate in affect at the time the mileage expense is incurred. Documentation of mileage incurred is required. Please note that payment for mileage incurred for long distances traveled shall not be more than an equivalent trip round-trip airfare on a commercial airline for a coach or economy class ticket.

4.6.9. Rental Car: Rental car expenses will be reimbursed at the actual cost of the rental. Rental car receipts are required for all rental car expenses. The City will reimburse for a standard car of a mid-size class or less. The City will not reimburse for ancillary expenses charged to the car rental (e.g.

GPS unit).

4.6.10. Miscellaneous Travel: Miscellaneous travel expenses (e.g. parking, rental car gas, taxi, shuttle, toll fees, ferry fees, etc.) will be reimbursed at the actual cost incurred. Receipts are required for each expense of $10.00 or more.

4.6.11. Miscellaneous other business expenses: Other miscellaneous third-party business expenses if allowed by this contract (e.g. printing, photo development, binding, courier, etc.) will be reimbursed at the actual cost incurred and may not include a markup. Receipts are required for all third-party miscellaneous expenses that are billed.

4.6.12. Subcontractor: Subcontractor expenses if allowed by this contract will be reimbursed at the actual cost incurred and may not include a markup. Copies of all subcontractor invoices that are rebilled to the City are required.

4.7. Taxes, Fees and Licenses

4.7.1. Taxes: Where required by state statute, ordinance or regulation, Contractor shall pay for and maintain in current status all taxes that are necessary for contract performance. Unless otherwise indicated, the City agrees to pay State of Washington sales or use taxes on all applicable consumer services and materials purchased. No charge by the Contractor shall be made for federal excise taxes and the City agrees to furnish Contractor with an exemption certificate where appropriate.

4.7.2. Fees and Licenses: Contractor shall pay for and maintain in a current status, any license fees, assessments, permit charges, etc., which are necessary for contract performance. It is the Contractor’s sole responsibility to monitor and determine any changes or the enactment of any subsequent requirements for said fees, assessments, or charges and to immediately comply with said changes during the entire term of this Contract. Contractor must pay all custom duties, brokerage or import fees where applicable as part of the Contract price. Contractor shall take all necessary actions to ensure that materials or equipment purchased are expedited through customs.

4.7.3. Washington State and Local Sales Tax: Contractor is to calculate and enter the appropriate Washington State and local sales tax on the invoice. Tax is to be computed on new items after deduction of any trade-in, in accordance with WAC 458-20-247.

5. Survivorship

All purchase transactions and deliverables executed pursuant to the authority of this Contract shall be bound by all the terms, conditions, prices and price discounts set forth herein, notwithstanding the expiration of the initial term of this Contract or any extensions thereof. Further, the terms, conditions and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract, shall do so. In addition, the terms of the sections titled Disputed Work, Indemnification, Review of Contractor Records, Dispute Resolution, Section Headings, Incorporated Documents and Order of Precedence, Publicity, Warranties, Title Warranty and Warranty Against Infringement, and Contractor Cyber Security and Data Security, shall survive the termination of this Contract.

6. Expansion Clause

This Contract may be expanded as mutually agreed, if such expansion is approved in writing by the Contract Administrator from the Purchasing and Contracting Division of the Department of Finance and Administrative Services, City of Seattle (the “Contract Administrator”). No other City employee is authorized to make such written notices. The Contract Administrator will ensure the expansion meets the following criteria collectively:

(a) it could not be separately bid; (b) the change is for a reasonable purpose; (c) the change was not reasonably known to either the City or vendors at time of bid or else was mentioned as a possibility in the bid (such as a change in environmental regulation or other law); (d) the change is not significant enough to be reasonably regarded as an independent body of work; (e) the change could not have attracted a different field of competition; and (f) the change does not vary the essential identity or main purpose of the Contract. The Contract Administrator shall make this determination, and may make exceptions for immaterial changes, emergency or sole source conditions, or for other situations as required in the opinion of the Contract Administrator. Certain Work Orders or changes are not considered an expansion of scope, including an increase in quantities ordered, the exercise of options and alternates in the bid, change in design and specifications that does not expand the work beyond the limits provided for above, or ordering of work originally identified within the originating solicitation. If such changes are approved, changes are conducted as a written order issued by the Contract Administrator in writing to the Contractor.

7. Statement of Work

Contractor shall provide the following products and/or services as attached in Exhibit A: Statement of Work (“SOW”), and the work shall be authorized by individual Work Orders executed in accordance with the Work Order provision herein. These products and/or services shall be termed “Work” herein.

8. Inspection

Work shall be subject, at all times, to inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Contract, notwithstanding the City’s knowledge of defective or noncomplying performance, its substantiality or the ease of its discovery. Contractor shall provide sufficient, safe, and proper facilities and equipment for such inspection and free access to such facilities.

9. Disputed Work

Notwithstanding all above, if the City believes in good faith that some portion of Work has not been completed satisfactorily, the City may require Contractor to correct such work prior to payment. In such event, the City will provide to Contractor an explanation of the concern and the remedy that the City expects. The City may withhold from any payment that is otherwise due, an amount that the City in good faith finds to be under dispute, or if the Contractor does not provide a sufficient remedy, the City may retain the amount equal to the cost to the City for otherwise correcting or remedying the work not properly completed.

10. Work Order Process

10.1. Work shall not begin on any Statement of Work task until a formal signed Work Order is issued by the City’s designated Project Manager. The Work Order(s) shall provide authorization to the Contractor to proceed with specifically identified tasks. Unless additional Contract Amendments are approved by the City, Work Orders may only be issued for tasks expressly defined in Exhibit A. Such tasks shall be in accordance with the duration of days provided for in Exhibit B, Project Schedule, incorporated by this reference, or as otherwise mutually agreed.

10.2. Each work order shall be subject to all of the terms and conditions of this Contract and incorporated into this Contract by this reference.

10.3. The City may choose to authorize all, some or none of the tasks. The Contractor agrees that the City is not obligated to authorize any tasks. The City’s decision to issue Work Orders that authorize all, some or no tasks in Exhibit A will not increase the costs to the City as they are presented in this Contract.

No other damages or costs are incurred by the Contractor by the City decisions to authorize or not authorize tasks.

10.4. If a change to a Work Order is required, the City’s designated Project Manager may authorize a Change Order as described for in Exhibit A: Statement of Work, which may add, delete or modify any part of any Work Order by giving Contractor notice of such change within the time period specified in the applicable Work Order. Within seven (7) days after the date of such notice, the Contractor shall deliver to the City Project Manager an amended Work Order reflecting the change in description, schedule and/or dollar amount due using the unit prices as proposed for the specific Work Order in Contractor’s Proposal, subject to an equitable adjustment for work scheduled and cannot be unscheduled or performed prior to receipt of the change notice and other factors reasonably affecting the Contractor’s cost or time of performance.

10.5. For any subsequent work order(s) requested by either party, the Contractor shall submit a detailed proposal for the change. The Contractor shall analyze, record, estimate and submit to the City, for its approval, the proposed scope for the changed or new work, a work schedule, and a rate or price adjustment for completion of the work to be changed or added. Once this proposal is received and approved by the City, a new work order will be issued for the changed or additional work. Upon the City’s written approval and notice to proceed, the Contractor shall implement the change or additional work and invoice for the changed or additional work consistent with the City’s approval notice and the terms and conditions of this Contract.

10.6. The City may, at its option, add, delete or modify any part of any work order by giving Contractor notice of such change within the time period specified in the applicable work order. Within seven (7) days after the date of such notice, the Contractor shall deliver to the City an amended work order reflecting the change in description, schedule and/or dollar amount due using the unit prices as proposed for the specific work order in Contractor’s Proposal.

10.7. The Contractor shall not proceed unless authorized by a mutually agreed upon amendment. Such extra work shall be in compliance with the Expansion Clause and shall be authorized in writing only by the Contract Administrator, Department of Finance and Administrative Services. Any costs incurred due to the performance of extra work will not be reimbursed until or unless an amendment is agreed upon.

10.8. The City does not guarantee utilization of products and services provided for in this Contract for which the City has not issued a work order(s). The City may itself provide these products or services or may award contracts to other Contractor s for similar products and services. In such instances, the Contractor shall not be responsible for the operation, performance or maintenance for equipment so obtained.

11. Documentation

11.1. Unless specified otherwise in attachments to the Contract, Contractor shall provide two (2) complete sets of documentation for each Software/Hardware order or System delivered, including technical and maintenance information, and, where applicable, installation information. Contractor shall also provide two (2) complete sets of documentation for each updated version of Software that Contractor provides. Contractor shall provide the documentation on or before the date Contractor delivers its respective Software. There shall be no additional charge for this documentation or the updates, in whatever form provided. Contractor’s Software documentation shall be comprehensive, well structured, and indexed for each reference. If Contractor maintains its technical, maintenance and installation documentation on a web site, Contractor may fulfill the obligations set forth in this section by providing the City access to its web-based documentation information.

11.2. City reserves the right to withhold payment for a deliverable, modification or enhancement until it receives all documentation associated with the same.

12. Indemnification

To the extent permitted by law, the Contractor shall protect, defend, indemnify and hold the City harmless from and against all claims, demands, damages, costs, actions and causes of actions, liabilities, fines, penalties, judgments, expenses and attorney fees, resulting from the injury or death of any person or the damage to or destruction of property, or the infringement of any patent, copyright, trademark or trade secret, arising out of the Work performed or goods provided under this Contract, or any other acts or omissions by the Contractor, or the Contractor’s violation of any law, ordinance or regulation, contract provision or term, or condition of regulatory authorization or permit, except for damages resulting from the sole negligence of the City. As to the City of Seattle, the Contractor waives any immunity it may have under RCW Title 51 or any other Worker’s Compensation statute. The parties acknowledge that this waiver has been negotiated by them, and that the Contract price reflects this negotiation.

13. Insurance

Except as specified otherwise, Contractor shall obtain at time of award and maintain in force, minimum coverages and limits of liability of insurance specified below. If the Contractor fails to obtain or maintain these coverages, the City may withdraw its intent to award. All costs are borne by the Contractor.

13.1. Minimum Coverages and Limits of Liability. Contractor shall at all times during the term of this Agreement maintain continuously, at its own expense, minimum insurance coverages and limits of liability as specified below:

13.1.1. Commercial General Liability (CGL) insurance, including:

• Premises/Operations

• Products/Completed Operations

• Personal/Advertising Injury

• Contractual

• Independent Contractor s

• Stop Gap/Employers Liability with minimum limits of liability of $1,000,000 each occurrence combined single limit bodily injury and property damage (“CSL”), except:

$1,000,000 Personal/Advertising Injury

$1,000,000 each accident/disease/employee Stop Gap/Employer’s Liability

13.1.2. Automobile Liability insurance, including coverage for owned, non-owned, leased or hired vehicles with a minimum limit of liability of $1,000,000 CSL. Worker’s Compensation for industrial injury to Contractor’s employees in accordance with the provisions of Title 51 of the Revised Code of Washington.

13.2. City as Additional Insured. The City of Seattle shall be included as an additional insured under CGL and Automobile Liability insurance for primary and non-contributory limits of liability.

13.3. Limits of Insurance Coverage. The limits of insurance coverage specified herein this Insurance section are minimum limits of insurance coverage only and shall not be deemed to limit the liability of Contractor’s insurer except as respects the stated limit of liability of each policy. Where required to be an additional insured, the City of Seattle shall be so for the full limits of insurance coverage required by Contractor, whether such limits are primary, excess, contingent or otherwise. Any limitations of insurance liability shall have no effect on Contractor’s obligation to indemnify the City.

13.4. Minimum Security Requirement. All insurers must be rated A- VII or higher in the current A.M.

Best's Key Rating Guide and licensed to do business in the State of Washington unless coverage is issued as surplus lines by a Washington Surplus lines broker.

13.5. Self-Insurance. Any self-insured retention not fronted by an insurer must be disclosed. Any defense costs or claim payments falling within a self-insured retention shall be the responsibility of Contractor.

13.6. Evidence of Coverage. Prior to performance of any Work, Contractor shall provide certification of insurance acceptable to the City evidencing the minimum coverages and limits of liability and other requirements specified herein. Such certification must include a copy of the policy provision documenting that the City of Seattle is an additional insured for commercial general liability insurance on a primary and non-contributory basis. Certification should be issued to The City of Seattle, Risk Management Division, Seattle, WA and shall be delivered in electronic form either as an email attachment to riskmanagement@seattle.gov or faxed to (206) 470-1270.

14. Time is of the Essence

The City has an immediate need to implement the System and/or Software and equipment for the management and operation of the City. Therefore, time is of the essence in all matters relating to this Contract.

15. Risk of Loss, Freight, Overages or Underages

Regardless of FOB point, Contractor agrees to bear all risks of loss, injury, or destruction of goods and materials ordered herein which occur prior to delivery and acceptance. Such loss, injury, or destruction shall not release Contractor from any obligations hereunder. Prices include freight prepaid and allowed. Contractor assumes the risk of every increase, and receives the benefit of every decrease, in delivery rates and charges. Shipments shall match the Work Order; any unauthorized advance or excess shipment is returnable at Contractor’s expense.

16. Protection of Persons and Property

16.1. Person: The Contractor and the City shall each take reasonable precautions for the safety of employees of the other, and shall each comply with all applicable provisions of federal, state, and local laws, codes and regulations to prevent or avoid any accident or injury to a person on, about or adjacent to any premises where work under this Contract is being performed.

16.2. Property: The Contractor shall take reasonable steps to protect the City’s property from injury or loss arising in connection with the Contractor’s performance or failure of performance under this Contract.

16.3. No Smoking: The Contractor shall not allow any employee of the Contractor or any sub or agent thereof to smoke inside any City facility.

16.4. OSHA/WISHA: The Contractor certifies that products are designed and manufactured to meet the current federal and state safety and health regulations, including Federal Occupational Safety and Health Act of 1970 (OSHA), the Washington Industrial Safety and Health Act of 1973 (WISHA). Contractor shall indemnify, defend, and hold the City harmless from all damages assessed against the City as a result of the failure of the products furnished under this Contract to so comply.

16.5. Workers Right to Know

16.5.1. “Right to Know” legislation required the Department of Labor and Industries to establish a program to make employers and employees more aware of the hazardous substances in their work environment. WAC 296-62-054 requires among other things that all manufacturers/distributors of hazardous substances, including any of the items listed on this ITB, RFP or contract bid or offer and subsequent award, must include with each delivery completed Material Safety Data Sheets (MSDS) for each hazardous material. Additionally, each container of hazardous material must be appropriately labeled with: the identity of the hazardous material, appropriate hazardous warnings, and the Name and Address of the chemical manufacturer, importer, or other responsible party.

16.5.2. Labor and Industries may levy appropriate fines against employers for noncompliance and agencies may withhold payment pending receipt of a legible copy of the MSDS. OSHA Form 20 is not acceptable in lieu of this requirement unless it is modified to include appropriate information relative to “carcinogenic ingredients” and “routes of entry” of the product(s) in question.

17. Contract Notices, Deliverable Materials and Invoices Delivery

Official Contract notices shall be delivered to the following addresses (or such other address(es) as either party may designate in writing):

17.1. If delivered by the U.S. Postal Service, it must be addressed to:

Abraham Cota City of Seattle Purchasing and Contracting PO Box 94687 Seattle, WA 98124-4687

17.2. If delivered by any other company, it must be addressed to: Abraham Cota City of Seattle Purchasing and Contracting Seattle Municipal Tower 700 5th Ave., #4350 Seattle, WA 98104-5042 Phone: 206-684-0480 E-Mail: Abraham.Cota@seattle.gov

17.3. Project work, invoices and communications shall be delivered to the City Project Manager: City of Seattle

Attention: Jonathan Williams Address: PO Box 34996, Seattle, WA, 98124-4996 Phone: 206-733-9026 E-Mail: jonathan.williams@seattle.gov

17.4. If to the Contractor:

Contractor Contact: Click or tap here to enter text.

Contractor Name: Click or tap here to enter text.

Contractor Address: Click or tap here to enter text.

Phone: Click or tap here to enter text.

Fax: Click or tap here to enter text.

E-Mail: Click or tap here to enter text.

18. Representations

Contractor represents and warrants that it has the requisite training, skill and experience necessary to provide Work and is appropriately accredited and licensed by all applicable agencies and governmental entities.

19. Local, State and Federal Laws

19.1. Social Equity Requirements

19.1.1. Employment Actions: Contractor shall not discriminate against any employee or applicant for employment because of race, color, age, sex, marital status, sexual orientation, gender identity, political ideology, creed, religion, ancestry, national origin, honorably discharged veteran or military status or the presence of or any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification. The Consultant shall affirmatively try to ensure applicants are employed, and employees are treated during employment, without regard to race, color, age, sex, marital status, sexual orientation, gender identify, political ideology, creed, religion, ancestry, national origin, honorably discharged veteran or military status or the presence of or any sensory, mental or physical handicap. Such efforts include, but are not limited to: employment, upgrading, demotion, transfer, recruitment, layoff, termination, rates of pay or other compensation, and training.

19.1.2. Contractor Conduct: Contractor will ensure that its respective employees, agents, and subconsultants conduct themselves in a courteous and expeditious manner. The use of abusive, indecent, offensive, coarse, or insulting language, or any form of harassment is prohibited and will not be tolerated. Contractor’s employees, agents, and subconsultants will be competent and hold appropriate licenses and endorsements. The City may require the removal of any employee or subconsultant of Contractor for misconduct or incompetent or negligent performance. Such persons will not be allowed to perform services under this Contract without the written consent of the City.

19.1.3. Women and Minority Groups: In accordance with Seattle Municipal Code Chapter 20.42, Contractor shall actively solicit the employment and subcontracting of women and minority group members when there are commercially useful purposes for fulfilling the scope of work.

19.1.4. WMBE Inclusion: If a WMBE Inclusion Plan is requested by and submitted to the City, the WMBE Inclusion Plan is material to the Contract. The requirements and conditions stated in the WMBE Inclusion Plan shall be enforced as a Contract requirement.

19.1.5. If upon investigation, the Director of Purchasing and Contracting Services finds probable cause to believe that the Contractor has failed to comply with the requirements of this Section, the Contractor shall be notified in writing. The Director of Finance and Administrative Services shall give Contractor an opportunity to be heard with ten calendar days’ notice. If, after the Contractor’s opportunity to be heard, the Director of Finance and Administrative Services still finds probable cause, s/he may suspend the Contract and/or withhold any funds due or to become due to the Contractor, pending compliance by the Contractor with the requirements of this Section.

19.2. Equal Benefits

19.2.1. Compliance with SMC Ch. 20.45: The Contractor shall comply with the requirements of SMC Ch.

20.45 and Equal Benefits Program Rules implementing such requirements, under which the Contractor is obligated to provide the same or equivalent benefits (“Equal Benefits”) to its employees with domestic partners as the Contractor provides to its employees with spouses. At the City’s request, the Contractor shall provide complete information and verification of the Contractor’s compliance with SMC Ch. 20.45. Failure to cooperate with such a request shall constitute a material breach of this Contract. For further information about SMC Ch. 20.45 and the Equal Benefits Program Rules review information at http://www.seattle.gov/purchasing-and-contracting/social-equity/equal-benefits.

19.2.2. Remedies for Violations of SMC Ch. 20.45: Any violation of this Section shall be a material breach of…