HomeMy WebLinkAboutPraece Consulting, LLC CITY OF AUBURN
AGREEMENT FOR SERVICES
License Renewal App Update
THIS AGREEMENT made and entered into on this 25th day of September 2019,
by and between the City of Auburn, a municipal corporation of the State of Washington,
hereinafter referred to as "City" and Praece Consulting, LLC, 25 16th St NE Suite, Auburn,
WA 98002, hereinafter referred to as the "Provider."
WITNESSETH:
WHEREAS, the City is in need of software code and database infrastructure for
processing business license applications and renewals and for updating "Buy Local"
information; and,
WHEREAS, the City desires to retain the Provider to provide said services in
connection with the City's work; and,
WHEREAS, the Provider is qualified and able to provide services in connection with
the City's needs for the above-described work, and is willing and agreeable to provide
such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services
The Provider agrees to perform in a good and professional manner the tasks
described on Exhibit "A" which is attached hereto and by this reference made a part
of this Agreement. (The tasks described on Exhibit "A" shall be individually referred
to as a "task," and collectively referred to as the "services.") The Provider shall be
responsible to provide work products and services of a quality and professional
standard acceptable to the City.
Provider agrees to consult with City staff as necessary to insure compatibility with the
City's systems, perform testing of the deliverables, protect City's confidential
information, and protect the integrity and security of the City's network.
2. Additional Services
In the event additional services with respect to related work are required beyond
those specified in the Scope of Work, and not included in the compensation listed in
this Agreement, a contract amendment shall be set forth in writing and shall be
executed by the respective parties prior to the Provider's performance of the services
thereunder. Upon proper completion and execution of an Amendment (agreement for
additional services), such Amendment shall be incorporated into this Agreement and
shall have the same force and effect as if the terms of such Amendment were a part
of this Agreement as originally executed. The performance of services pursuant to an
COA/Praece License Renewal App Update Contract Sept, 2019
Amendment shall be subject to the terms and conditions of this Agreement except
where the Amendment provides to the
contrary, in which case the terms and conditions of any such Amendment shall
control.
3. Inspection and Testing
Provider's performance shall be subject to inspection by City at any time. The
Provider shall assist in any such inspection by City to allow determination of
Provider's compliance with this agreement. Such inspections shall not unduly
interfere with Provider's performance.
Provider shall permit City to test the deliverables prior to acceptance of the work.
Provider shall correct any failure by the system to achieve the deliverables and meet
the specifications described in Exhibits A & B.
4. Provider's Representations
The Provider hereby represents and warrants that the Provider has all necessary
licenses and certifications to perform the services provided for herein, and is qualified
to perform such services.
5. City's Responsibilities
The City shall do the following in a timely manner so as not to delay the services of
the Provider:
a. Designate in writing a person to act as the City's representative with respect to
the services. The City's designee shall have complete authority to transmit
instructions, receive information, interpret and define the City's policies and
decisions with respect to the services.
b. Furnish the Provider with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Provider to
perform the services provided for herein. Specifically, provide access to an
internal web server or container for hosting the app. Allow inbound https
connections and provide a domain or subdomain.
d. Create SQL database for Buy Local data, provide Praece read-write access to
Buy Local and relevant tables in business license database.
6. Termination
The City may terminate this Agreement upon seven (7) days' written notice; provided
that Contractors shall be compensated for services provided through the end of the
following month at the rate described in section 2 and Exhibit B. Upon termination,
Provider shall deliver to City all code and other work it has competed towards the
deliverables described in Exhibit A.
7. Compensation
As compensation for the Provider's performance of the services provided for herein,
the City shall pay the Provider the fees and costs specified on Exhibit "B" which is
attached hereto and by this reference made a part of this Agreement (or as specified
in an Amendment). The Provider shall submit to the City an invoice or statement
CONPraece License Renewal App Update Contract Sept, 2019
upon completion of each deliverable that is shown on Exhibit B forthe amount shown
on that exhibit. Upon acceptance of the invoice or statement, the City shall process
the invoice or statement in the next billing/claim cycle following receipt of the invoice
or statement, and shall remit payment to the Provider thereafter in the normal course,
subject to any conditions or provisions in this Agreement or Amendment. The City
agrees to pay a late penalty of 1% of the outstanding balance sixty days after the
date of the invoice.
The maximum amount of the compensation, excluding any penalties, shall be
$10,000.00. Provider agrees that this is its sole compensation and that it has the sole
obligation to pay any third party any amounts due in connection with the products or
services delivered under this Agreement.
8. Time for Performance and Term of Agreement
The agreement shall commence on the effective date of the agreement and shall
remain in force until completion of the scope of work, as described in Exhibit A, or the
agreement is otherwise terminated according to this agreement. The term of this
agreement shall terminate on 31st day of October, 2019.
9. Ownership and Use of Documents
All software code, scripts, program comments, documents, plans, manuals, working
drawings and any other materials created or otherwise prepared by the Provider as
part of his performance of this Agreement (the "Work Products") shall be owned by
and become the property of the City, and may be used by the City for any purpose
beneficial to the City and shall be subject to the requirements of the Public Records
Act, Chapter 42.56 RCW.
Provider shall provide the software source code and all code materials sufficient to
permit the City to understand and maintain the software programs that constitute the
systems described in Exhibit A to this Agreement. Provider agrees that the City shall
have sole and exclusive title to these deliverables. Derivative works cannot be
separately licensed to third parties without a licensing agreement with Provider.
10. Records Inspection and Audit
All compensation payments shall be subject to the adjustments for any amounts
found upon audit or otherwise to have been improperly invoiced, and all records and
books of accounts pertaining to any work performed under this Agreement shall be
subject to inspection and audit by the City for a period of up to three (3) years from
the final payment for work performed under this Agreement.
If any litigation, claim, dispute, or audit is initiated before the expiration of the three
(3) year period, all records and books of accounts pertaining to any work performed
under this Agreement shall be retained until all litigation, claims, disputes, or audits
have been finally resolved.
11. Continuation of Performance
If any dispute or conflict arises between the parties while this Contract is in effect, the
Provider agrees that, notwithstanding such dispute or conflict, the Provider shall
COA/Praece License Renewal App Update Contract Sept, 2019
continue to make a good faith effort to cooperate and continue work toward
successful completion of assigned duties and responsibilities.
12. Administration of Agreement
This Agreement shall be administered by the Economic Development Manager,
or designee, on behalf of the City. Any written notices required by the terms of this
Agreement shall be served on or mailed to the following addresses:
City of Auburn Praece Consulting, LLC
Doug Lein Kevin O'Brien
Economic Development Manager 3902 W Valley Hwy N Ste. 502
25 W Main St Auburn, WA 98001
Auburn, WA 98001-4998 Phone: 253-740-8838
Phone: 253-804-3101 E-mail: kevin.obrien@praece.com
13. Notices
All notices or communications permitted or required to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered in person or deposited in the United States mail, postage prepaid, for
mailing by certified mail, return receipt requested, and addressed, if to a party of this
Agreement, to the address for the party set forth above. If addressed to a person not
a party to this Agreement, the notice shall be sent, in the foregoing manner, to the
address designated by a party to this Agreement.
Either party may change its address by giving notice in writing, stating his, her or its
new address, to the other party, pursuant to the procedure set forth above.
14. Insurance
The Provider shall procure and maintain for the duration of this Agreement, at its sole
expense, insurance against claims for injuries to persons or damage to property
which may arise from or in connection with the performance of the work hereunder
by the Provider, or the Provider's agents, representatives, employees, or
subcontractors.
Provider's maintenance of insurance as required herein shall not be construed to
limit the liability of the Provider to the coverage provided by such insurance, or
otherwise limit the City's recourse to any remedy available at law or in equity.
The Service Provider shall obtain insurance of the types described below:
a. Commercial General Liability insurance shall cover liability arising from premises,
operations, independent contractors, products-completed operations, stop gap
liability, personal injury and advertising injury, and liability assumed under an
insured contract. The City shall be named as an insured under the Contractor's
COA/Praece License Renewal App Update Contract Sept, 2019
Commercial General Liability insurance policy with respect to the work performed
for the City. Commercial General Liability insurance shall be written with limits no
less than $1,000,000 each occurrence, $2,000,000 general aggregate.
b. Professional Liability (errors & omission) insurance appropriate to Provider's
profession with limits no less than $1,000,000 per claim and $1,000,000
aggregate.
COA/Praece License Renewal App Update Contract Sept, 2019
c. Worker's Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Commercial General Liability insurance:
The Provider's insurance coverage shall be primary insurance as respects the
City. Any insurance, self-insurance, or insurance pool coverage maintained by the
City shall be excess of the Provider's insurance and shall not contribute with it.
Provider's insurance shall not be cancelled by either party, except after 30 days prior
written notice by certified mail, return receipt requested, has been given to the City. If
a policy expires during the term of this Agreement, a renewal certificate must be sent
to the City fifteen (15) days prior to the policy's expiration date.
Insurance is to be placed with an authorized insurer in Washington State. The
insurer must have a current AM. Best rating of not less than A:VII.
Provider shall furnish the City with certificates of insurance and a copy of the
amendatory endorsements, including but not necessarily limited to the additional
insured endorsement, evidencing the insurance requirements of the Provider before
commencement of the work. The City reserves the right to require that complete,
certified copies of all required insurance policies be submitted to the City at any time.
15. Indemnification/Hold Harmless
Except for injuries and damages caused by the sole negligence of the City, the
Provider shall defend, indemnify and hold the City and its officers, officials,
employees, and volunteers harmless from any and all claims, injuries, damages,
losses, or suits, of every kind, including attorney fees and litigation expenses, arising
out of or in connection with any alleged act, omission, professional error, fault,
mistake, or negligence of the Provider, its employees, agents, representatives, or
subcontractors, including employees, agents, or representatives of its
sub-contractors, taken in the performance of this Agreement, or arising out of
worker's compensation claims, unemployment compensation claims, or
unemployment disability compensation claims.
It is further specifically and expressly understood that the indemnification provided
herein constitutes the Provider's waiver of immunity under Industrial Insurance, Title
51 RCW, solely for the purposes of this indemnification. This waiver has been
mutually negotiated by the parties. The provisions of this section shall survive the
expiration or termination of this Agreement.
Provider specifically indemnifies the City against all expenses, liabilities, costs,
settlements or judgments, including attorney fees, in connection with any
infringement of patent, copyrights, or other intellectual property rights arising from its
performance of this agreement.
COA/Praece License Renewal App Update Contract Sept; 2019
16. Limitation on Liability
Provider will not be bound by any implied warranty of merchantability or implied
warranty for a particular purpose. Provider shall not be liable for consequential or
indirect damages, including loss of profits, loss of business, loss of data, interruption
of business, or any other expectation or reliance damages incurred by City as a
result of performing services in accordance with this agreement.
17. City Property & Data
Provider shall at all times protect City's property from damage or loss. Provider shall
prevent loss of files and data on City's servers and shall treat as confidential all
information related to accessing the City's network. In no case shall Provider permit
another party to connect to City's network without permission granted by the City
official listed in paragraph 12.
18. Non-Disclosure of Confidential Data.
Each party shall safeguard the other's confidential information with, at a minimum,
the same degree of care that it would exercise in protecting its own confidential,
unless required to disclose the information by law or expressly permitted by the party
holding the confidential information. Confidential information may include
technological and business information, addresses and other identifying information
of city residents and businesses (e.g. social security numbers, telephone numbers),
financial information identifiable to a city resident or business, and other information
specified as confidential by either party. This prohibition shall survive the termination
of this agreement.
19. Assignment
Neither party to this Agreement shall assign any right or obligation hereunder in
whole or in part, without the prior written consent of the other party hereto. No
assignment or transfer of any interest under this Agreement shall release the
assignor from any liability or obligation under this Agreement, or to cause any such
liability or obligation to be reduced to a secondary liability or obligation.
20. Nondiscrimination
The Provider may not discriminate regarding any services or activities to which this
Agreement may apply directly or through contractual, hiring, or other arrangements
on the grounds of race, color, creed, religion, national origin, sex, age, or where there
is the presence of any sensory, mental or physical handicap.
21. Amendment, Modification or Waiver
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party
or parties to be bound, or such party's or parties' duly authorized representative(s)
and specifying with particularity the nature and extent of such amendment,
modification or waiver. Any waiver by any party of any default of the other party shall
not affect or impair any right arising from any subsequent default.
COA/Praece License Renewal App Update Contract Sept, 2019
Nothing herein shall limit the remedies or rights of the parties hereto under and
pursuant to this Agreement.
22. Independent Contractor Status
The Contractors shall perform the services described in Section 2 as independent
contractors and shall not be deemed, by virtue of this Agreement and the
performance thereof, to have entered into any partnership, joint venture, employment
or other relationship with the City.
23. Parties in Interest
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the
exclusive benefit of the parties hereto and it does not create a contractual
relationship with or exist for the benefit of any third party, including contractors,
sub-contractors and their sureties.
24. Applicable Law
This Agreement and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in of the county in Washington State in which the property
or project is located, and if not site specific, then in King County, Washington;
provided, however, that it is agreed and understood that any applicable statute of
limitation shall commence no later than the substantial completion by the Provider of
the services.
25. Captions, Headings and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or sections
to which they apply. As used herein, where appropriate, the singular shall include the
plural and vice versa and masculine, feminine and neuter expressions shall be
interchangeable. Interpretation or construction of this Agreement shall not be
affected by any determination as to who is the drafter of this Agreement, this
Agreement having been drafted by mutual agreement of the parties.
26. Severable Provisions
Each provision of this Agreement is intended to be severable. If any provision hereof
is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of this Agreement.
27. Entire Agreement
This Agreement, together with any subsequent amendments or addendums,
contains the entire understanding of the parties hereto in respect to the transactions
contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter. No other
COA/Praece License Renewal App Update Contract Sept; 2019
understandings, oral or otherwise, regarding this Agreement shall exist or bind any of
the parties.
28. Non-Availability of Funds
Every obligation of the City under this Agreement is conditioned upon the availability
of funds appropriated or allocated for the performance of such obligation; and if funds
are not allocated and available for the continuance of this Agreement, then the City
may terminate this Agreement at the end of the period for which funds are available,
without the notice provided by Section 6.
No liability shall accrue to the City in the event this provision is exercised, and the
City shall not be obligated or liable for any future payments or damages as a result of
termination under this Section.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective the day and year first set forth above.
CITY OF AUBURN PRAECE CONSULTING, LLC
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ana K. Hinman, Date Kevi 0 Brien Date
26-2466205
Approved as to form: Federal Tax ID Number
St�v�n Gross, City Attorney
COA/Praece License Renewal App Update Contract Sept; 2019
EXHIBIT A
SCOPE OF SERVICE
The Provider agrees to perform in a good professional manner the tasks described in the
original contract, as well as the following newly identified tasks as it relates to the "Buy
Local" site and License App:
Update Business License Tool
o Update Paypal integration to use new Paypal pro account
o Update License app to use the updated Traklt SQL table structure
COA/Praece License Renewal App Update Contract Sept, 2019
EXHIBIT B
COMPENSATION
As compensation in consideration of the Consultant's performance, the City will pay the
Consultant fees and costs associated with the tasks identified in this contract.
Compensation for this contract is three thousand seven hundred dollars ($3,700.00).
Payment for this amendment will be as follows:
Consultant shall invoice $3,700.00 upon signature of this amendment.
COA/Praece License Renewal App Update Contract Sept, 2019