C156180926_Power_Platform_Services_Contract.docx

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 Power Platform Support Services

Table of Contents

Technology contract City of Seattle

CONTRACT FOR POWER PLATFORM SUPPORT SERVICES

This Contract is made and entered into by and between City of Seattle (“City”), a Washington municipal corporation; and Click or tap here to enter text. (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 Power Platform services that will support the City’s transition from early adoption to a mature, enterprise-wide sustainment model; and WHEREAS, Contractor was selected as a result of a Request for Proposal process initiated October 2, 2026 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;

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 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.

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.

Agreement: See definition of “Contract”.

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.

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.

City Formal Threshold: The current City Formal Threshold may be found here: https://www.seattle.gov/purchasing-and-contracting/purchasing#howdoesthecitybuyproductsandservices.

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.

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

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

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.

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.

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.

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

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.

Hardware: See definition of “Equipment”.

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.

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.

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.

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.

RFP: The Request for Proposal issued by the City with RFP No. C156180926 entitled “Power Platform Services”.

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

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.

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

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.

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.

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.

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.

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

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.

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.

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.

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

PA-DSS: Payment Application Data Security Standard validated.

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

Term of Contract This Contract shall allow orders to be placed for two years, with a two two-year extensions for additional order placements. The Contractor may provide a notice to not extend, but must provide such notice at least 45 days prior to the renewal date.

Pricing 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.

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.

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.

Payment Procedures 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 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.

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.

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

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.

Travel and Other Direct Charges If a Work Order 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 Work Order does not clearly identify such costs for compensation, then no compensation will be given.

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.

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.

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.

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.

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.

Lodging: Lodging will be reimbursed at actual cost incurred up to a maximum of the published Federal lodging rate for the city in which the work is performed. 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.).

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.

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).

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.

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.

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.

Taxes, Fees and Licenses 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.

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.

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.

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.

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.

Statement of Work Contractor shall provide services as defined in the Work Order, 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.

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.

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.

Work Order Process 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.

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

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.

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.

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.

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.

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.

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.

Documentation 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.

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

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, or the loss or misuse of any Data, or a Data Breach, 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 City, 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.

Insurance Contractor shall procure and maintain continuously at its own expense for the duration of this Contract appropriate insurance including but not limited to the coverage described below against claims for injuries to persons including bodily injury or damages to property that may arise from, or in connection with, the performance of this Contract hereunder by Contractor or any of its agents, representatives including volunteers, and employees.

Commercial General Liability. Coverage shall be at least as broad as Insurance Services Office form number CG 00 01 or equivalent. Such policy(ies) shall provide the following minimum limit:

· $1,000,000 - Each occurrence combined single limit bodily injury and property damage (CSL)

· $2,000,000 Products/Completed operations Aggregate

· $2,000,000 General Aggregate

· $1,000,000 each accident/disease – policy limit/disease

Such insurance (i) may be evidenced with primary limits or any combination of primary and/or excess/umbrella limits, (ii) shall include “The City of Seattle, its officers, elected officials, employees, agents, and volunteers” as additional insureds for primary and non-contributory limits of liability for the full limits of liability available under Contractor’s liability insurance program, whether such limits are primary, excess, contingent or otherwise.

Employer’s Liability or “Stop Gap”. Coverage shall be at least as broad as the protection provided by the Workers Compensation policy Part 2 (Employers Liability) or, in states with monopolistic state funds, the protection provided by the “Stop Gap” endorsement to the general liability policy.

Commercial Auto Liability. Insurance for any owned, non-owned, leased or hired vehicles written on an insurance industry standard form (CA 00 01) or equivalent. The minimum limits shall be $1,000,000 CSL.

Workers’ Compensation. Statutory requirements of the State of residency. Coverage shall be at least as broad as Workers’ Compensation coverage, as required by the Title 51 RCW Industrial Insurance Act of the State of Washington, as well as any similar coverage required for this work by applicable Federal or “other States” State Law.

Umbrella or Excess Liability Insurance. Contractor shall provide minimum Excess or Umbrella Liability coverage limits of $1,000,000 each occurrence in excess of the primary CGL and Automobile liability insurance limits. The minimum total limits requirement of $2,000,000 may also be satisfied with primary CGL and/or Automobile liability insurance limits or any combination of primary and excess/umbrella limits.

Professional Liability (E&O/Technical E&O). Professional Liability (E&O/Technical E&O) Insurance with an aggregate limit of liability not less than $2,000,000 per claim. Such insurance shall cover any and all errors, omissions or negligent acts in the delivery or performance of products, services and/or licensed programs under this Contract. Such Professional Liability insurance shall include coverage for claims and losses with respect to network risks (such as data breaches, unauthorized access/use, identity theft, invasion of privacy, damage/loss/theft of or to data, degradation, downtime, etc.) and intellectual property infringement, such as copyrights, trademarks, service marks and trade dress. The Professional Liability Insurance retroactive coverage date shall be no later than the effective date of this contract. Suppler/Contractor shall continuously maintain such insurance or purchase an extended reporting period providing that claims first made and reported to the insurance company within three (3) years after termination of the contract will be deemed to have been made during the policy period.

Information Technology. Cyber Liability (Network Security Liability and Privacy Liability) insurance coverage with minimum limit $2,000,000 per occurrence and in the aggregate. Coverage shall include, but not be limited to, coverage for any actual or alleged breach of duty, neglect, error, act, mistake, omission, or failure arising out of Internet and Network Activities including coverage for, but not limited to, the following events: an attack that has the intent to affect, alter, copy, corrupt, destroy, disrupt, damage, or provide unauthorized access or unauthorized use of computer system; Computer Crime or Information Theft; Denial of Service; Extortion; Introduction, implantation, or spread of a Computer Virus; Loss of Service; Identity Theft; Infringement; Electronic data loss and restoration; Unauthorized Access or Use, including the gaining of access to Contractor’s computer systems by an unauthorized person or persons or an authorized person in an unauthorized manner. Coverage shall include notification and other expenses incurred in remedying a privacy breach and costs to investigate and restore data.

General Conditions (Not Applicable to Washington State Workers Compensation).

Deductibles or Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to, and approved by, the City. The deductible and/or self-insured retention of the policies shall not limit or apply to Contractor’s liability and shall be the sole responsibility of Contractor.

Self-Insurance. If Contractor is a self-insured entity or member of an insurance pool, Contractor shall provide the City with evidence of Contractor’s maintenance of, or participation in, self-insurance programs responsive to claims within the coverage types and amounts described above.

Waiver of Subrogation. CGL, Auto, and Employer’s Liability insurance required to be maintained by Contractor hereunder shall contain a waiver of subrogation in favor of the City.

Additional Insured. Contractor shall include the City, its officers, elected officials, employees, agents, and volunteers” as additional insureds under CGL and Automobile Liability insurance for primary and non-contributory limits of liability per the ISO CG 20 26 11 85 designated additional insured endorsement or its equivalent.

No Limitation of Liability. Insurance coverage and limits of liability as specified herein are minimum coverage and limit of liability requirements only. Nothing in the City’s requirements for minimum insurance coverage shall be interpreted to limit or release liability of Contractor or any of Contractor’s insurers. The City shall be an additional insured as required by this Section 3.2. regarding the total limits of liability maintained, whether such limits are primary, excess, contingent or otherwise.

Claims Made Form. If any policy is written on a claims made form, the retroactive date shall be prior to or coincident with the effective date of this contract. Claims made coverage shall be maintained by the Contractor for a minimum of three (3) years following the expiration or earlier termination of this contract, and the Contractor shall provide the City with evidence of insurance for each annual renewal. If renewal of the claims made form of coverage becomes unavailable or economically prohibitive, the Contractor shall purchase an extended reporting period (“tail”) or execute another form of guarantee acceptable to the City to assure financial responsibility for liability assumed under the contract.

Changes in Insurance Requirements. The City shall have the right to periodically review the adequacy of coverages and/or limits of liability in view of inflation and/or a change in loss exposures and shall have the right to require an increase in such coverages and/or limits upon ninety (90) days prior written notice to Contractor. Should Contractor, despite its best efforts, be unable to maintain any required insurance coverage or limit of liability due to deteriorating insurance market conditions, it may upon thirty (30) days prior written notice request a waiver of any insurance requirement, which request shall not be unreasonably denied.

Security of Insurers. Insurers shall be licensed to do business in the State of Washington and shall maintain not less than an A- VII A.M. Best’s ratings unless coverage is procured as surplus lines under Revised Code of Washington (RCW) chapter 48.15 (“Unauthorized insurers”).

Cancellation. Coverage shall not be cancellable without at least thirty (30) days advance written notice of cancellation, except ten (10) days with respect to cancellation for non-payment of premium.

Evidence of Insurance. The following applies to all insurance coverage required to be provided by Contractor. The following documents must be provided as evidence of insurance coverage:

· A copy of the policies’ declaration pages, showing the insuring company, policy effective dates, limits of liability, and the schedule of forms and endorsements. The City reserves the right to require copies of all policies and requested endorsements.

· A copy of the endorsement naming The City of Seattle as an Additional Insured, showing the policy number, and signed by an authorized representative of the insurance company on Form CG20 10 (ISO) or equivalent for Commercial General Liability insurance and CA20 48 (ISO) or equivalent for Business Auto Liability Insurance.

· Evidence of insurance shall be issued and delivered to:

The City of Seattle Seattle Department of Information Technology Attention: Jason Edens jason.edens@seattle.gov P.O. Box 94687 Seattle, WA 98124-4678 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.

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.

Protection of Persons and Property 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.

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.

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

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.

Workers Right to Know “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.

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.

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):

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

Jason Edens City of Seattle Purchasing and Contracting PO Box 94687 Seattle, WA 98124-4687 If delivered by any other company, it must be addressed to:

Jason Edens City of Seattle Purchasing and Contracting Seattle Municipal Tower 700 5th Ave., #4350 Seattle, WA 98104-5042

If to the Contractor:

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.

Local, State and Federal Laws Social Equity Requirements 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.

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.

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.

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.

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.

Equal Benefits 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.

Remedies for Violations of SMC Ch. 20.45: Any violation of this Section shall be a material breach of Contract for which the City may:

Require the Contractor to pay actual damages for each day that the Contractor is in violation of SMC Ch. 20.45 during the term of the Contract; or Terminate the Contract; or Disqualify the Contractor from bidding on or being awarded a City contract for a period of up to five (5) years; or Impose such other remedies as specifically provided for in SMC Ch. 20.45 and the Equal Benefits Program Rules promulgated thereunder.

Compliance with Accessibility Requirements General Contractor acknowledges that the City is required to comply with applicable accessibility laws, which generally require the City to, among other requirements, prohibit discrimination against individuals with disabilities, including those who are employees or applicants for employment and those who access City…