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Home My WebLink AboutContract l� �� (,,r /"� � ( B 1� Takouba Security, LLC. t�,.ti�.� t...I .1�\ i4z3 E. zgtn Street arno��Ess ! RESa6NSE � RECQVERV Tacoma,WA g84o4 CAG-16-089 Brief Description:Configure, tailor and install an Emergency Management Incident Tracking(EMITr"') System operated on a SharePoint System provided by the City of Renton. Agreement for Services This Agreement is entered into by and between Takouba Security, LLC,a Washington Limited Liability Company, hereafter referred to as"Takouba"and the City of Renton,Washington, hereafter referred to as the"City"and both referred to herein together as the"Parties." The City of Renton desires to retain the services of a consultant to configure an emergency management incident tracking system operated on a SharePoint System within Renton Domain Services and; The City has selected Takouba to perform the above mentioned services; In consideration of the mutual promises and covenants contained in this document,the parties agree to the following: i. Scope of work to be performed by Takouba Takouba shall perform services outlined in Exhibit A. In performing these services,Takouba shall at all times comply with all federal,state and local statutes, rules and ordinances applicable to the performance of such services. In addition,these services and all duties incidental or necessary shall be performed diligently and completely and in accordance with professional standards of conduct and performance. z. Compensation a. Services will be paid for by the City at the rate set forth in Exhibit A including all fees and any reimbursable expenses pre-approved bythe City. b.The City shall pay Takouba for services rendered after receipt of an invoice in a form approved by the City. Payments are due within 30(thirty)days from receipt ofthe invoice.Takouba agrees to use any form of billing voucher or purchase order forms needed by the City to process the transaction. Takouba will provide the City any necessary evidence of business license, liability insurance ortax payer identification. 3. Term of Agreement The term ofthe Agreement shall commence on z May, zoi6 and complete no laterthan 3o December, zoi6. 4.Terminations a.The Parties agree that each reserves the right to terminate this agreement at any time,with or without cause by giving i4(fourteen) days'notice in writing. In the event of such termination or suspension,all finished or unfinished documents,data,studies,worksheets, models and reports,or other material prepared by Takouba pursuant to this Agreement will be submitted to the City. Agreement for Services Takouba Security, LLC, City of Renton January 27,2016 Page 1 ' �� T � �� Takouba Security, LLC. l.1 i4z3 E. z9tn Street READINE55 � RESPONSE ; RECOVERY Tacoma,WA g84o4 b. In the event this Agreement is terminated by the City,Takouba will be entitled to payment for all hours worked, materials provided and for reimbursable expenses incurred to the effective date of termination, less all payments previously made. This provision shall not prevent Takouba from seeking any legal remedies it may have for violation or nonperformance of any of the provisions of this Agreement and any such charges due Takouba. 5. Ownership of Documents, Data, Drawings, Specifications, Software Applications and Materials a.The Emergency Management Incident Tracker(EMITT"')is wholly owned by Takouba. EMITT"' is a SharePoint configuration that enables standardized installation. (s) Installation and Use.Takouba grants you the limited right to install and use EMITT"'on your network running a validly licensed copy of an operating SharePoint instance for which, EMITT"'was designed. The use of EMITT"'is limited to use at one operations center location. (z) Backup Copies.You may only make a limited number copies of EMIT as may be necessary for your backup and archival purposes. b.Takouba reserves a trademark and copyright on Emergency Management Incident Tracker(EMITT"') and its related content and products. EMITT"', and any other trademarked and/or copyrighted product delivered to the City by Takouba, may be used by the City without restrictions but only within the City's own emergency operations center. Except for as may be required by the Washington State Public Records Act(Chapter 4z.56 RCW),a court order, or other applicable law,the City agrees not to otherwise copy or distribute such trademarked and/or copyrighted materials it receives from Takouba to any otherthird party, including,without limitation,other cities, private organizations, natural persons,or not-for-profit organizations. c.All non-copyrighted customizations documents,data, drawings, specifications,software applications and other products or materials produced by Takouba pursuant to this Agreement, at the request of the City will belong to the City. d.Takouba will preserve the confidentiality of any documents and/or data designated as"confidential" by the City when accessed for use for the purpose of this agreement. e.To the full extent the City determines necessary to comply with the Washington State Public Records Act or other applicable law, Consultant shall make a due diligent search of all records in its possession, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it shall,at Consultant's own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys'fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. 6. Hold Harmless Agreement for Services Takouba Security, LLC, City of Renton January 27,2016 Page 2 � �� TA Ko U B A Takouba Security, LLC. i4z3 E z9`n Street REAd7lN£55 E RESPC?N5E . RECPYEf�Y Tacoma,WA g84o4 Notwithstanding paragraph 5(e),the Parties shall defend, indemnify and hold each other,their officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suites including attorney's fees resulting from injuries or damage caused by the negligence of each. 7. Independent Contractor Relationship a.Takouba is an independent contractor operating underthe details ofthe services outlined in Exhibit A and is not an employee. Takouba will direct the details, manner and means of services. Takouba shall have no obligation to work on-site,during any particular work hours unless a schedule is critical for the performance of this Agreement and is articulated in advance by the City. b.Takouba may,at its discretion,change servicing consultants at any time without prior coordination. Provided such consultant has equivalent qualifications to perform the work outlined in the Agreement. c.Takouba shall be solely responsible for managing its employees consistent with applicable federal and state employment and income tax laws. 8. Insurance a.Takouba shall maintain a Professional Liability, Errors or Omissions insurance policy with a minimum $i million per claim limit and a $i,000,000 aggregate limit. b.Takouba shall maintain a Commercial General Liability insurance policy with a�i,000,000 per claim limit and a �z million aggregate limit and name the City by endorsement as an Additional Insured on such policy. g. Force Majeure Neither party will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event(including acts of God, natural disasters,war,civil disturbance,action by governmental entity,strike and other causes beyond the party's reasonable control).The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use its best efforts to resume performance. Obligations not performed due to a force majeure event will be performed as soon as reasonab►y possible when the force majeure event concludes. so. Severability If any court of competentjurisdiction determines that any provision ofthis Agreement is illegal, invalid or unenforceable,the remaining provisions will remain in full force and effect. is. Governing Law and Jurisdiction The laws ofthe State of Washington govern this Agreement. Iffederaljurisdiction exists,the parties consent to exclusive jurisdiction and venue in the federal courts in King County,Washington. If not,the parties consent to exclusive jurisdiction and venue in the Superior Court of King County,Washington. If either Takouba or City employs attorneys to enforce any rights arising out of or relating to this Agreement,the prevailing party will be entitled to recover its reasonable attorneys'fees, costs,and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action. iz. No waiver Agreement for Services Takouba Security, LLC, City of Renton January 27,2016 Page 3 ' �� '"j''�� Takouba Security, LLC. 1 1423 E. z9tn Street Reat�ir�ess = a�sPor�se PECOVERY Taeoma,WA 98404 A party's delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy. i3.Affirmative Action a.Takouba and any of its contractors and suppliers doing business on a covered contract in the United States will comply with all Federal, State, and local labor and employment laws.This includes: (1)Title VII ofthe i964 Civil Rights Act; (z)The Americans with Disabilities Act; (3)The Age Discrimination in Employment Act; (4)The Fair Labor Standards Act; (5)The Uniformed Services Employment-Reemployment Act; (6)The Immigration Reform and Control Act of ig86, as amended;and (7) Executive Order iiz46. b.Takouba and its contractors and suppliers will not discriminate based on race, religion, sex,age, marital status,sexual orientation,status as a qualified veteran, physical or mental disability,or national origin. 14. Notices Any notice required under this Agreement will be in writing,addressed to the appropriate party at the address,which appears below and may be modified as required at any time by such party and given personally, by mail,fax, e-mail or courier service.All notices are effective upon receipt Mark Peterson James Rollins Fire Chief/Emergency Services Administrator Takouba Security,LLC City of Renton i4�3 E. zgtn Street, z38 ioSS S Grady Way Tacoma,WA g84o4 Renton,WA 98057 (425)919-5153 i5. Governing Administration and Management Takouba understands that the City's contract manager shall be: Deborah Needham, Emergency Management Director, (4z5)43o-7oz7. Agreement for Services Takouba Security, LLC, City of Renton January 27,2016 Page 4 ' �� '�"'� iJ � i � p � Takouba Security, LLC. 1 i\� 1..1 I� i4z3 E. zgcn Street READINESS : RESPC?NSE RECOVERY Tacoma,WA 984�4 THIS AGREEMENT IS EFFECTIVE BY THE DATES OF SIGNATURE BELOW AND IS EXECUTED BY: CITY OF RENTON TAKOUBA SECURITY, LLC B : �� ,; . � �/vt- 1�.�� y � _ J By: , Name: Mark Peterson James Rollins Title: Fire & Emergency Management Administrator Managing Partner Date: :.Sr/i///G, Date: S��S �� / Attachment(included) EXHIBIT A: Statement of Work for Services which includes the Fees, and the Annex SOW-1 Detail Agreement for Services Takouba Security, LLC, City of Renton January 27,2016 Page 5 ' �� '""("'�� i T �� Takouba Security, LLC. � �4� 1423 E. �9tn Street �tnaiwess � R�saor,sc aecoveRr Tacoma,WA g84o4 Exhibit A Statement of Work This Statement of Work(SOW), executed in accordance with the terms ofthis Agreement for Services or other applicable master agreement(the"Agreement")dated May z, zoi6 between City and Takouba. i. Description of Services Pursuant to and in conformance with any standards, guidelines and/or specifications which may be provided by the City to Takouba from time to time, Takouba will perform or deliver to the City under the Agreement as a work made for hire(collectively,the"Services"). Task Description Task 1 Create a private and secure login on the Takouba Security SharePoint service-online cloud for the City of Renton. This is a template based on the latest EMIT template-clean, ready for tailoring and data entry. Review the template with the City of Renton and configure branding and other set up items. The City will provide logo files and other files requested to brand the EMIT template to the City. Task 2 Takouba developer will perform the edits and configuration, as specified in Exhibit A. _ _ __- _ Task 3 When the site is tested and approved,Takouba will work with the City of Renton to transfer the Renton EMIT to the City of Renton's SharePoint system. The City of Renton will provide VPN access to the City's internal network, as needed to support this task. The City of Renton will provide access for the Takouba technical services to test the site. The City of Renton will test and approve the site. The City of Renton may desire to have a second SharePoint site on Microsoft 365. Takouba technical services will transfer the Renton EMIT to the second site as a back. Task 4 The City of Renton will test their EMIT site for a period of 30 days to ensure all functions are operational. Takouba recommends the City of Renton conduct a scenario based training session (an exercise) with their user group to familiarize staff with the functions of EMIT. If available,Takouba will join in the EOC or online to support this exercise. A final acceptance of the site will be signed by the City of Renton to confirm the completion of the site and all work in Tasks 1-3. The City of Renton must also test their back up site on MS Office 365. Task 5 Option:Takouba wifl provide user training,see Item 24 in the Annex SOW-1 Detail attachment. Task 6 Option: The City of Renton will continue to test their site and determine if there are additional items desired. Agreement for Services Takouba Security, LLC, City of Renton January 27,2016 Page 6 � �W TA KC� U B A. Takouba Security,LLC. i4z3 E zgtn Street aeaoir�css : �EscnNs� aecpueav Taeoma,WA g84o4 2. Deliverables/Delivery Schedule Takouba will complete and deliver all Services of Tasks s-4 to the City on or before August i5, �oi6. Additional task services may be delivered after August i5, zoi6 upon request. The hourly rates of this contract are in effect until December 30, zoi6. 3. Fees The City will pay Takouba the following amounts as full and final payment for the Services.The City will only make payment for Services by task number that Takouba has completed and delivered to the City, and that the City has accepted per the pricing matrix set forth below: � Task Number � Short Description � Unit Cost � Extended � i Purchase and configuration of the City of Renton I I EMIT on the Takouba SharePoint $15,000.00 $15,000.00 � z � Technical Services for new modifications � 15o/hr � $o.00 � 3 Provision the City of Renton EMIT site on the City of Renton SharePoint $1,500.00 $1,500.00 4 Provision the City of Renton EMIT site on the City of Renton Office 365 site $1,500.00 $i,5oo.00 � 5 � Option—Conduct user training � $s,zoo.00 � 1,zoo.00 � � 6 � Additional Services(z4)hours � 15o/hr � $3,600.00 � � � Total Extended Cost � � $zz,800.00 � 4. Expenses Takouba will be solely responsible for all expenses it incurs while performing the Services, unless the City otherwise consents in writing. 5. Invoice Schedule Takouba will invoice the fees of this project as the tasks are completed. 6. SOW Detail—see next page Agreement for Services Takouba Security, LLC, City of Renton January 27, 2016 Page 7 , �� Takouba Security, LLC. �� i4z3 E. zgcn Street READINESS � RESFONSE � RECOVERY Tacoma,WA g84o4 City of Renton EMIT SOW- 1 Detail Renton Itemized list with hours Hours Rate Fees Comments 1. Clone the site 3.1 — create a subdomain of Renton EMIT on the 0.00 Takouba EMIT SharePoint $ 150.00 2. Change all Takouba EMIT to 1.00 Renton EMIT and install new LOGO 3. Set up all the Active Directory links for SharePoint - may not 1.00 be active for the back-up site until provisioned on the Renton 0365 4. Assign a Takouba and Renton logins - conduct an online overview to 1.00 Renton of using the site 5. Confirm header and footer with Renton. Help desk, contact info, etc. - 2.00 continued branding and customization 6. Confirm all colors, left side �I I navigation and items verify and test new 3.00 set up, 7. Select SITREP Form, WA RR I I 213 Form, and Resource, Admin 2,00 preferences — configure for Renton (no ' major changes) AI!hours fo� 8 Hours Technica! Services �ncluded in purchase 1 tl.Otf �g� this work included in E 15.000.00 purchase. Continued on next page TAKOUSA SECURITY, LLC. SERVICES AGREEMENT,lanuary 27, 2016 PAGE�8 . �� T�� Takouba Security, LLC. i4z3 E. zgcn Street READINESS � ftESPONSE RECOVERY Tacoma,WA g84o4 City of Renton EMIT SOW-1 Detail Continued Page 2 Modifications and New Work Hours Rate FEE 8. (may be added) $150/hr 9. I I � ^ . , � , �;{f�y� � \ y , A k . . � � �t >✓., . �� ` � ,, . ' "' ~ . ��° � o,,�~ . . .�t� . . . . . ... .... . .." �W.�{�/6/�,� N ... �..,, . . .' ... . . ::: �' . . .. E .,, . . Additional Options 22. 1 Day of Training - with handouts 8.00 $ 1,200.00 23. 24 hours of extra configuration 24.00 $ 3,600.00 � \ , � � .. , � � �+� .. }f 4 �,'i : g § .,.� � `.. ��yYP�� `� . a ._. ��r , . , t : . „ .,,_ ... � .. �..� �� . , � �� .... . , ... .... .. ., , . ,.. .. . . . .. . ... .,....., . _. .. �� . .. , . . . . 10. Provisioning the site on the Renton SharePoint — work with Renton IT and test 10.00 $ 1,500.00 11 Provision the MS Office 365 site (2d install) 10.00 $ 1,500.00 I � ; � � _ f> (�("y ,, ,,, i ', ,.y� .2 p 4� Y�i,, t F ��n�1 � ..��YXYb�,�� t � � i , � , �. , <. .: . . ., . \ 3 � ,' �. " � Summary I EMIT 3.1 SharePoint Configuration — includes (8) Hours of modification $15,000.00 $ 15,000.00 ( 10)Technical Services for Provisioning the Site X 2 � $ 1,500.00 I $ 3,000.00 Hours of Technical Services for the tasks as itemized above. � $ 150.00 I $ 0.00 (8) Hours - 1 Day of Training with Prep and Handouts I $ 1,200.00 I $ 1,200.00 (24) Hours for Follow Up Technical Services I $ 150.00 I $ 3,600.00 Total Purchase Price EMIT — City of Renton $22,800.00 (Remainder of this page is intentionally(eft b(ank) TRKOUBA SECURITY, LLC. SERViCES AGREEMENT,January 27, 2016 PAGE�9