HomeMy WebLinkAboutContractCAG-10-110
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City of Renton Technology Contract
For Probation System
THIS CONTRACT, made this 2nd Day of July, 2010, by and between the City of Renton, Washington, an
Optional Code city and a political subdivision of the State of Washington (hereinafter "City") and Synaptec
Software, Inc. with its principal place of business at 4155 E. Jewell Avenue, Suite 600, Denver, CO.
80222(hereinafter "Contractor").
WITNESSETH:
WHEREAS, the City has caused Contract documents for:
Contract No. : CAG-IO-IIO
Contract Title : Municipal Court Probation System Replacement
to be prepared for certain Work as described therein; and
WHEREAS, the Contractor has assured the City that it has the specialized expertise and experience
necessary to,prope ly`Provide the goods,and Services in a timely manner and that its proposal includes all of
the functions and features required for the goods and Services; and
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VIII6REAS, the itytras accepted the Con#ractor's.offer to provide the goods and Services in
accordance with the Contract's terms, Scope of Work, Request for Proposal (RFP) documents and Vendor's
Response to RFP; and
WHEREAS, by executing this Contract, the Contractor represents that the waiver of the Contractor's
immunity under industrial insurance,Title 51 RCW, as set forth in the Contract documents was mutually
negotiated by the parties; and
NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties herein
contained and to be performed, the Contractor hereby agrees to supply the goods and Services at the price
and on the terms and conditions herein contained, and to assume and perform all of the covenants and
conditions herein required of the Contractor, and the City agrees to pay the Contractor the Contract price
provided herein for the supply of the goods and Services and the performance of the covenants set forth
herein.
City of Renton Probation System Technology Contract
THE FURTHER TERMS, CONDITIONS AND COVENANTS of the Contract are set forth in the following
order of precedence:
1) Contract Amendment
2) The Contract Document which includes this City of Renton Technology Contract and the
following Attachments, which are incorporated by this reference:
A. Price
B. Scope of Work
C. Fair Practices Policy Affidavit of Compliance (RFP Attachment B)
D. Affidavit and Certification Form (RFP Attachment C)
E. Software License Agreement
F. Maintenance Agreement
G. Contractor's Insurance Forms
H. Acord Form (RFP Attachment E)
3) RFP Addenda
4) Request for Proposals
5) Best and Final Offer
6) Contractor's Proposal
COMPANY NA . E CITY OF RENTON .-
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Author' d Signature
Iwen Wang, FIT Administrator
Name and Title (Print or Type): Name an Title (Print or Type):
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Date: Effective Data.
Appro as to form only:;
City of Renton Probation System Technology Contract
TABLE OF CONTENTS
DEFINITION OF WORDS AND TERMS 5
I. STANDARD CONTRACTUAL TERMS AND CONDITIONS 7
1.1 Administration 7
1.2 Contract Amendment 7
1.3 Termination for Convenience/Default/Non-Appropriation 7
1.4 Force Majeure 8
1.5 Washington State Sales Tax 8
1.6 Taxes, Licenses, and Certificate Requirements 9
1.7 Assignment 9
1.8 Indemnification and Hold Harmless 9
1.9 Applicable Law and Forum 10
1.10 Conflicts of Interest and Non-Competitive Practices 10
1.11 Claims and Appeals 11
1.12 Mediation 11
1.13 Maintenance of Records 11
1.14 Other Public Agency Orders 12
1.15 Environmental Purchasing Policy 12
1.16 Nondiscrimination and Equal Employment Opportunity 12
1.17 Prevailing Wage 14
1.18 Severability 14
1.19 No waiver of Breach 14
II. SPECIFIC CONTRACTUAL TERMS AND CONDITIONS 15
SECTION 2 15
2.1 Execution of the Contract 15
2.2 Contract Term 15
2.3 Notices 15
2.4 Notices for Appeal' 16
2.5 Payment Procedures 16
2.6 Purchase Orders 17
2.7 Pricing 17
2.8 Shipping Charges 17
2.9 Acceptance Process 17
2.10 Final Acceptance Process 18
2.11 Warranty Provisions 18
2.12 Express Warranties for Services 18
2.13 Express Warranties for Software 19
2.14 Warranty Remedies 20
2.15 Defective Work 20
2.16 Software Warranty Process 20
2.17 Software Maintenance 20
2.18 Independent Status of Contractor 21
2.19 Non-Disclosure of Data 21
2.20 Non-Disclosure Obligation, 21
City of Renton Probation System Technology Contract
2.21 Public Disclosure Requests 21
2.22 Product Return 21
2.23 No Prototype Components 22
2.24 Changed Requirements 22
2.25 Software License 22
2.26 Disaster Recovery 22
2.27 Bug Status Reports 22
2.28 Enhancements, Upgrades, Replacements and New Versions of Software 22
2.29 HIPAA— Protecting Patient Privacy 23
III. INSURANCE REQUIREMENTS 23
SECTION 3 23
3.1 Evidence and Cancellation of Insurance 23
3.2 Insurance Requirements 23
3.3 Minimum Limits of Insurance 24
Attachment A: Price 26
Attachment B: Statement of Work 27
Attachment C: Fair Practice Policy Affidavit of Compliance. Error! Bookmark not defined.
Attachment D: Affidavit and Certification Form 28
Attachment E: Software License Agreement 29
Attachment F: Maintenance Agreement 30
Attachment G: Contractor's Insurance Forms 31
Attachment H: Acord Form 32
City of Renton Probation System Technology Contract
DEFINITION OF WORDS AND TERMS
Words and terms shall be given their ordinary and usual meanings. Where used in the Contract Documents,the
following words and terms shall have the meanings indicated.The meanings shall be applicable to the singular, plural,
masculine,feminine and neuter of the words and terms.
Acceptable, Acceptance or Accepted:Written Documentation of the City's determination that the Contractor's
Work has been completed in accordance with the Contract.
Contract Amendment:A written change to the Contract modifying, deleting or adding to the terms or Scope of
Work, signed by both parties, with or without notice to the sureties.
Contract or Contract Documents:The writings and drawings embodying the legally binding obligations between
the City and the Contractor for completion of the Work under the Contract as set forth on Page 1 of this
document.
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 the
Contract.
Cost Analysis:The review, evaluation and verification of cost data and the evaluation of the specific elements of
costs and profit. Cost Analysis is the application of judgment using criteria to project from the data to the
estimated costs in order to form an opinion on the degree to which proposed costs represent what the
Contract should cost, assuming reasonable economy and efficiency.
City: City of Renton and its officers, employees, agents, contractors, and subcontractors.
Day: Calendar Day.
Documentation:Technical publications and/or documentation relating to the use of the Software or Services to
be Provided and delivered by Contractor under this Contract, such as reference manuals,training manuals,
user manuals, maintenance manuals, installation, systems administration and technical guides designed to
instruct the City on the features, uses, and functions of the Software or Services.
Effective Date:The date the Contract is countersigned by the City.
Enhancement:Technical or functional additions to improve functionality and/or operations.
Error:An unanticipated Software problem resulting in program behavior not 1) following the Software's logical
design, 2) consistent with functionality described in Paragraph V Documentation, and/or 3) consistent with
the requirements of the Contract.
Final Acceptance:The point when City acknowledges that the Contractor has performed the entire Work in
accordance with the Contract.
Hardware: Tangible goods, excluding software and data, including, but not limited to, motherboard(s);
firmware; memory; internal or external expansion card(s); power supply(s); fan(s); storage controller(s);
internal or external hard disk(s); CD-ROM, DVD, Blu-Ray or other media drive(s); graphics controller(s);
display screen(s); human interface devices e.g. keyboard, mouse, track ball,touch pad, web camera,
microphone; biometric readers e.g. fingerprint scanner(s), retina scanner(s), voice print analyzer(s); security
token(s)e.g. Express Card(s), Smart Card(s), PC card(s), USB token(s), crypto key generator(s); software
authorizing devices e.g. serial, parallel, or USB dongle(s); equipment or devices to connect the computer to
external peripheral equipment such as networks, printers or scanners; cable(s), coupler(s) or adaptor(s);
mounting or supporting device(s); housing(s); enclosure(s); external subsystems e.g. Ethernet switch(es),
storage system(s),tape drive(s), radios, communication systems, and/or UPS(s).
City of Renton Probation System Technology Contract
Object Code:The executable, machine-readable,form of a Software program. Object code is instruction code in
machine language produced as the output of a compiler or an assembler.
Person: Includes individuals, associations,firms, companies, corporations, partnerships, and joint ventures.
Price Analysis:The process of examining and evaluating a price without evaluating its separate cost elements
and proposed profit.
Project Manager: The individual designated by the City to manage the project on a daily basis and who may
represent the City for Contract administration.This Contract may be part of a larger City project.
Project Sponsor: Individual designated by the City to conduct the Contract solicitation process, draft and
negotiate Contracts, resolves contractual issues and supports the Project Manager during Contract
performance.
Provide: Furnish without additional charge.
RCW:The Revised Code of Washington.
Request For Proposal ("RFP"): The original "Request for Proposal" published by the City of Renton, including
Addenda thereto and written clarifications made by the City of Renton in response to vendor inquiries.
Response to RFP:Those documents and materials submitted by vendors to the City of Renton in response to the
RFP.
Scope of Work ("SOW"): That Attachment to the Contract consisting of written descriptions of Services to be
performed, or the goods to be Provided or the technical requirements to be fulfilled under this Contract.
Services:The furnishing of labor,time, or effort by a Contractor for the following, but not limited to: installation,
maintenance, support, configuration, custom Software, or consulting.
Software:All or any portion of the then commercially available version(s) of the computer executable programs
and Enhancements thereto, including, localized versions of the computer executable programs and
Enhancements thereto, including and Documentation licensed and delivered by Contractor to the City.
Source Code: A set of human readable instructions, written in a programming language,that must be translated
to Object Code before the program can run on a computer.
Subcontractor:The individual, association, partnership, firm, company, corporation, or joint venture entering
into an agreement with the Contractor to perform any portion of the Work covered by this Contract.
Update:All published revisions to the Documentation and copies of the revised, Enhanced, or modified
Software, which are not designated by Contractor as new products.
Upgrade: Subsequent releases of the Software and Documentation that generally have a new major version
number, i.e. version 6.3 to version 7.0.
Virus: Software code that is intentionally and specifically constructed for the purpose of destroying, interrupting
or otherwise adversely impacting other code or data in a computer, such as replicating itself or another
program many times without any useful purpose.
Work: Everything to be Provided and done for the fulfillment of the Contract and shall include all Software,
Hardware and Services specified under this Contract, including Contract Amendments and settlements.
City of Renton Probation System Technology Contract
I. STANDARD CONTRACTUAL TERMS AND CONDITIONS
1.1 Administration
This Contract is between the City and the Contractor who shall be responsible for Providing the Work described
herein.The City is not party to defining the division of Work between the Contractor and its Subcontractors, if
any, and the Scope of Work has not been written with this intent.
The Contractor represents that it has or shall obtain all personnel, materials and equipment required to perform
Work hereunder. In accordance with the FBI's Criminal Justice Information System Policy 4.5, all vendor
employees that might access City systems will be required to comply with the personnel security screening
requirements set forth in the policy. That screening may include, but is not limited to, a state of residency
fingerprint check and additional screening as deemed appropriate by the City. All screening will be done prior to
access to the City's systems, either from the vendor's site or the City's.Should the vendor send an employee
that has either not been screened, or fails the security screening,for any reason,the City retains the right to
turn away such employee and prohibit his/her access.All travel costs, if any,for such employee will be the
responsibility of the vendor. The City retains the right to approve vendor employees assigned to the project and
request a change of personnel based on employee performance. The City may refuse project staff for any
reason without recourse by the vendor.
The Contractor's performance under this Contract may be monitored and reviewed by City personnel. Reports
and data required to be Provided by the Contractor shall be delivered to the City as described herein.
1.2 Contract Amendment
All changes to the Contract shall be through a Contract Amendment. No oral order or conduct by the City shall
constitute a change to the Contract. If any Contract Amendment causes an increase or decrease in the cost of, or
the time required for performance of any part of the Work under this Contract,the Contract may be modified if
agreed to in writing by both parties. Contract Amendments may require a Cost/Price Analysis to determine the
reasonableness of the proposed adjustments to the Contract.
1.3 Termination for Convenience/Default/Non-Appropriation
A. Termination for Convenience
The City for its convenience may terminate this Contract, in whole or in part, at any time by written notice
sent certified mail, return receipt requested,to the Contractor.After receipt of a Notice of Termination
Notice"), and except as directed by the City,the Contractor shall immediately stop Work as directed in
the Notice, and comply with all other requirements in the Notice.The Contractor shall be paid its costs,
including necessary and reasonable Contract closeout costs and profit on that portion of the Work
performed and Accepted up to the date of termination as specified in the notice.The Contractor shall
promptly submit its request for the termination payment,together with detailed supporting
documentation. If the Contractor has any property in its possession belonging to the City, the Contractor
shall account for the same and dispose of it in the manner the City directs. All termination payment
requests may be subject to Cost or Price Analysis.
B. Termination for Default
If the Contractor does not deliver Work in accordance with the Contract, or the Contractor fails to perform
in the manner called for in the Contract, or if the Contractor fails to comply with any material provisions of
the Contract, the City may terminate this Contract, in whole or in part,for default as follows:
1. A"Notice to Cure" shall be served on the Contractor by certified mail (return receipt requested)
or delivery service capable of providing a receipt.The Contractor shall have five (5) Days to cure
the default or provide the City with a detailed written plan, which indicates the time and
City of Renton Probation System Technology Contract
methods needed to bring the Work into compliance and cure the default, or as otherwise set
out in the Contract or noted in the Maintenance Agreement.
2. If the Contractor has not cured the default or the plan to cure the default is not acceptable to
the City, the City may terminate the Contract.Termination shall occur by serving a Notice of
Termination by certified mail (return receipt requested) or delivery service capable of providing
a receipt on the Contractor setting forth the manner in which the Contractor is in default and
the effective date of termination.
3. The Contractor shall only be paid for Work delivered and Accepted, less any damages to the City
caused by or arising from such default.All termination payment requests are subject to Cost or
Price Analysis,whichever is more beneficial to the City, at the City's option.
4. The termination of this Contract shall in no way relieve the Contractor from any of its obligations
under this Contract nor limit the rights and remedies of the City hereunder in any manner.
C. Termination for Non-Appropriation
If expected or actual funding is withdrawn, reduced or limited in any way during the Contract term or in
any Contract Amendment hereto, the City may, upon written notice to the Contractor,terminate this
Contract in whole or in part.
Payment shall not exceed the appropriation for the year in which termination is effected. If the Contract is
terminated for non-appropriation:
1. The City shall be liable only for payment in accordance with the terms of this Contract for
Services performed and Accepted prior to the effective date of termination; and,
2. The Contractor shall be released from any obligation under this Contract(including any related
purchase order) to provide further Work pursuant to the Contract.
Funding under this Contract beyond the current appropriation year is conditional upon the appropriation
by the City Council of sufficient funds to support the activities described in this Contract.Should such an
appropriation not be approved,the Contract shall terminate at the close of the current appropriation
year.The appropriation year ends on December 31 of each year.
Force Majeure
The term "force majeure" shall include,without limitation by the following enumeration: acts of nature, acts of
civil or military authorities,terrorism,fire, accidents, shutdowns for purpose of emergency repairs, industrial,
civil or public disturbances causing the inability to perform the requirements of this Contract. If a party is
rendered unable,wholly or in part, by a force majeure event or any other cause not within such party's control,
to perform or comply with any obligation or condition of this Contract, upon giving notice and reasonably full
particulars to the other party, such obligation or condition shall be suspended only for the time and to the
extent commercially practicable to restore normal operations. In the event the Contractor ceases to be excused
pursuant to this provision,then the City shall be entitled to exercise any remedies otherwise provided for in this
Contract, including Termination for Default.Whenever a force majeure event causes the Contractor to allocate
limited resources between or among the Contractor's customers,the City shall receive no less priority in respect
to such allocation than any of the Contractor's other customers. In the event of any such delay,the date of
performance shall be extended for a period equal to the time lost by reason of the delay.
LS Washington State Sales Tax
The City shall make payment directly to the State of Washington for all applicable State sales taxes if the
Contractor is not registered for payment of sales taxes in the State of Washington. If the Contractor is so
registered, it shall add the sales tax to each invoice and upon receipt of payment from the City, promptly remit
appropriate amounts to the State of Washington.
City of Renton Probation System Technology Contract
1.6 Taxes, Licenses, and Certificate Requirements
This Contract and any of the Work Provided hereunder is contingent and expressly conditioned upon the ability
of the Contractor to Provide the specified goods or Services consistent with applicable federal, state or local
laws and regulations. If,for any reason,the Contractor's required licenses or certificates are terminated,
suspended, revoked or in any manner modified from their status at the time this Contract becomes effective,
the Contractor shall notify the City immediately of such condition in writing.
The Contractor and Subcontractor(s)shall maintain and be liable for all taxes,fees, licenses, permits and costs as
may be required by applicable federal, state or local laws and regulations as may be required to Provide the
Work under this Contract.
The Contractor and Subcontractor(s) shall maintain throughout the term of the Contract a City of Renton
Business License.
1.7 Assignment
Neither party shall assign or transfer any interest,obligation or benefit under or in this Contract,whether by
change of control of greater than 51%,transfer of a controlling interest of greater than 51%, sale of assets or
stock, merger;with another entity, assignment or novation,without written consent of the other party. If
assignment or transfer is approved,this Contract shall be binding upon and inure to the benefit of the
successors ofthe assigning party.This provision shall not prevent Contractor from pledging any proceeds from
this Contract as security to a lender subject to city approval. An assignment or transfer shall be accepted by
either party upon the posting of all required bonds; securities and the like by the assignee and the written
agreement by assignee to assume and be responsible for the obligations and liabilities of the Contract, known
and unknown, and applicable law.
1.8 Indemnification and Hold Harmless
A. Patent and Copyright Indemnity
The Contractor shall protect, indemnify, defend and save harmless the City from any and all claims or
lawsuits alleging a violation of a third party's copyright or patent rights.So long as the City gives
Contractor prompt notice of any infringement claim brought against the City regarding the Software and
the City gives Contractor information, reasonable assistance, and sole authority to defend or settle any
infringement claim, then, in the defense or settlement of an infringement claim, Contractor shall, in its
reasonable judgment and at its option and expense: (i) obtain for the City the right to continue using the
Software; (ii) replace or modify the Software so that it becomes noninfringing while giving equivalent
performance; or(iii) if Contractor cannot obtain the remedies in (i) or(ii), the parties may proceed to a
court of competent jurisdiction to determine the amount of fees that shall be returned to the City. Before
final payment is made on this Contract,the Contractor shall, if requested by the City,furnish acceptable
proof of a proper release from all such fees or claims. Contractor shall have no liability to indemnify or
defend the City to the extent the alleged infringement is based on: (i) a modification of the Software by
the City or others authorized by the City but not by the Contractor; or(ii) use of the Software other than in
accordance with the Documentation. If the City is required to defend itself or enter into a settlement
agreement due to Contractor's failure to defend,Contractor shall indemnify the City for its costs and
expenses as well as any judgment entered against the City.
B. Indemnification For All Other Actions
Contractor shall protect, defend, indemnify and save harmless the City, its officers, employees and agents
from any and all costs, claims,judgments, and/or awards of damages for injuries to Persons and/or
damage to tangible property, arising out of or in any way resulting from the acts or omissions of the
Contractor its officers, employees,Subcontractors and/or agents. Contractor's indemnification obligation
shall include but is not limited to, all claims against the City by an employee or former employee of the
City of Renton Probation System Technology Contract
Contractor or its Subcontractors, and for the limited purposes of this indemnification of the City,the
Contractor expressly waives by mutual negotiation, all immunity and limitation on liability under any
industrial insurance act, including Title 51 RCW,other worker's compensation act, disability benefit act, or
other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such
claim. In the event the City incurs any costs including attorneys'fees to enforce the provisions of this
paragraph, all such costs and fees shall be recoverable from the Indemnitor.
1.9 Applicable Law and Fora
This Contract shall be governed by and construed according to the laws of the State of Washington, including
but not limited to, the Uniform Commercial Code,Title 62A RCW.Any claim or suit concerning this Contract may
only be filed and prosecuted in either the King County Superior Court or U.S. District Court for the Western
District of Washington, in Seattle, Washington.
1.10 Conflicts of Interest and Non-Competitive Practices
A. Conflict of Interest
By entering into this Contract to perform Work,the Contractor represents that it has no undisclosed direct
or indirect pecuniary or proprietary interest in the Work required to be performed under this Contract,
and that it shall not acquire any such interest that conflicts in any manner or degree with the Work
required to be performed under this Contract.The Contractor shall not employ any Person or agent
having any conflict of interest. In the event that the Contractor or its agents, employees or representatives
hereafter acquires such a conflict of interest, it shall immediately disclose such conflict to the City.The
City shall require that the Contractor take immediate action to eliminate the conflict up to and including
termination for default.
B. Contingent Fees and Gratuities
By entering into this Contract to perform Work,the Contractor represents that:
1. No Persons except as designated by Contractor shall be employed or retained to solicit or secure
this Contract with an agreement or understanding that a commission, percentage, brokerage, or
contingent fee would be paid.
2. No gratuities, in the form of entertainment,gifts or otherwise,were offered or given by the
Contractor or any of its agents, employees or representatives,to any official, member or
employee of the City or other governmental agency with a view toward securing this Contract or
securing favorable treatment with respect to the awarding or amending, or the making of any
determination with respect to the performance of this Contract.
3. Any Person having an existing Contract with the City or seeking to obtain a Contract who
willfully attempts to secure preferential treatment in his or her dealings with the City by offering
any valuable consideration,thing or promise, in any form to any City official or employee shall
have his or her current Contracts with the City canceled and shall not be able to enter into any
other Contract with the City for a period of two (2)years.
C. Disclosure of Current and Former City Employees
To avoid any actual or potential conflict of interest or unethical conduct:
1. City employees or former City employees are prohibited from assisting with the preparation of
proposals or contractingwith, influencing, advocating, advising or consulting with a third party,
including Contractor,while employed by the City or within one (1)year after leaving City
employment if he/she participated in determining the Work to be done or processes to be
followed while a City employee. For purposes of this section (1.10),the term "city employee"
City of Renton Probation System Technology Contract
f.;
shall include any individual who may have been an independent contractor, but (a) whose
primary place of work was at the city, (b)whose work schedule was directed by any city
employee, (c)who maintained an office space at the city, (d) who managed or supervised city
employee(s), or(e) who reported hours worked to the city's finance or payroll department.
2. Contractor shall identify at the time of offer current or former City employees involved in the
preparation of proposals or the anticipated performance of Work if awarded the Contract.
Failure to identify current or former City employees involved in this transaction may result in the
City's termination of this Contract.
3. After Contract award,the Contractor is responsible for notifying the City of current or former
City employees who may become involved in the Contract at any time during the term of the
Contract.
1.11 Claims and Appeals
The Contractor shall address claims for additional time or compensation under the Contract in writing to the
Project Sponsor and Project Manager within ten (10) Days of the date in which the Contractor knows or should
know of the basis for the claim. Claims shall be accompanied by supporting documentation and citation to
applicable provisions in the Contract Documents.The City reserves the right to request additional
documentation necessary to adequately review the claim. No claim by the Contractor shall be allowed if
asserted after final payment under this Contract.The Project Sponsor and Project Manager shall ordinarily
respond to the Contractor in writing with a decision issued jointly, but absent such written response, the claim
shall be deemed denied upon the tenth (10th) Day following receipt by the Project Sponsor and Project Manager
of the claim, or requested additional documentation,whichever is later.
In the event the Contractor disagrees with the determination of the Project Sponsor and Project Manager, the
Contractor shall,within five (5) Days of the date of such determination, appeal the determination in writing to
the Finance & Information Technology Administrator(FIT Administrator) In the event the FIT Administrator is
also the Project Sponsor,the appeal shall be directed to the Assistant Chief Administrative Officer(ACAO) of the
City. Such written notice of appeal shall include all information necessary to substantiate the appeal.The FIT
Administrator, or ACAO, shall review the appeal and make a determination in writing, which shall be final.Appeal
to the FIT Administrator,or ACAO, on additional time or compensation claims shall be a condition precedent to
litigation.
Pending final decision of a claim and appeal hereunder, the Contractor shall proceed diligently with the
performance of the Contract and in accordance with the direction of the Project Sponsor or Project Manager.
Failure to comply precisely with the time deadlines under this paragraph as to any claim shall operate as a waiver
and release of that claim and an acknowledgment of prejudice to the City.
1.12 Mediation
If a dispute arises out of or relates to this Contract, or the breach thereof, and if said dispute cannot be resolved
through the claims and appeal process set forth in the Claims and Appeals paragraph above,the parties may,
upon mutual agreement, endeavor to settle the dispute in an amicable manner by mediation, or other agreed
form of ADR process, prior to commencing litigation.
1..1.E Maintenance of e ord
A. Retention of Records
The Contractor and its Subcontractors shall maintain books, records and documents of its performance
under this Contract in accordance with generally accepted accounting principles for governmental entities.
The Contractor shall retain all financial information, data and records for all Work under the Contract for
six (6)years after the date of final payment.
City of Renton Probation System Technology Contract
B. Audit Access
1. Federal, state or City auditors shall have access to Contractor's and its Subcontractors' records
for the purpose of inspection, Cost or Price Analysis, audit or other reasonable purposes related
to this Contract. Federal,state or City auditors shall have access to records and be able to copy
such records during the Contractor's normal business hours.The Contractor shall Provide proper
facilities for such access, inspection and copying.
2. Audits may be conducted during or after the Contract period for purposes of evaluating claims
by or payments to the Contractor and for any other reason deemed appropriate and necessary
by the City. Audits shall be conducted in accordance with generally accepted accounting
principles for governmental entities and/or federal,state or City audit procedures, laws or
regulations.The Contractor shall fully cooperate with the auditor(s).
3. Proof of Compliance with Contract
The Contractor shall, upon request, provide the City with satisfactory documentation of the
Contractor's compliance with the Contract.
In addition, the Contractor shall permit the City and if federally funded,the Comptroller General
of the United States, or a duly authorized representative, to inspect all Work, materials, payrolls
and other data and records involving the Contract.
1.14 Other Public Agency Orders
Other federal, state, City and local entities may use the terms and conditions established by this Contract if
agreeable to all parties.The City does not accept any responsibility or involvement in the purchase orders or
contracts issued by other public agencies.
5 En itonm ntal Purchasing Policy
Contractors able to supply products containing recycled and environmentally preferable materials that meet
performance requirements are encouraged to Provide them.
The Contractor shall use recycled paper for all printed and photocopied documents related to the submission of
this solicitation and fulfillment of the Contract and shall, whenever practicable, use both sides of the paper.
1.16 Nondiscrimination and Equal Employment Opportunity
A. Nondiscrimination in Employment and Provision of Services
During the performance of this Contract, neither the Contractor nor any party subcontracting under the
authority of this Contract shall discriminate or tolerate harassment on the basis of race, color, sex,
religion, national origin, marital status, creed, sexual orientation, age,or the presence of any sensory,
mental, or physical disability in the employment or application for employment or in the administration or
delivery of Services or any other benefits under this Contract.
B. Equal Benefits to Employees with Domestic Partners
The Contractor agrees that it shall not discriminate in the provision of employee benefits between
employees with spouses and employees with domestic partners during the performance of this Contract.
Failure to comply with this provision shall be considered a material breach of this Contract, and may
subject the Contractor to administrative sanctions and remedies for breach.
C. Nondiscrimination in Subcontracting Practices
During the term of this Contract,the Contractor shall not create barriers to open and fair opportunities to
participate in City Contracts or to obtain or compete for Contracts and Subcontracts as sources of
supplies, equipment,construction and Services. In considering offers from and doing business with
City of Renton Probation System Technology Contract
y
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Subcontractors and suppliers,the Contractor shall not discriminate against any person on the basis of
race, color, religion, sex, age, national origin, creed, marital status, sexual orientation or the presence of
any mental or physical disability in an otherwise qualified disabled person.
D. Compliance with Laws and Regulations
The Contractor shall comply fully with all applicable federal, state and local laws, ordinances, executive
orders and regulations that prohibit discrimination.These laws include, but are not limited to, RCW 49.60,
Titles VI and VII of the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the American with
Disabilities Act and the Restoration Act of 1987.The Contractor shall further comply fully with any
affirmative action requirements set forth in any federal regulations, statutes or rules included or
referenced in the Contract documents.
E. Small Contractors and Suppliers and Minority and Women Business Enterprises Opportunities
While not a requirement of this Contract,the City encourages the Contractor to use businesses, including
Small Contractors and Suppliers (SCS), as defined herein, and minority-owned and women-owned
business enterprises in City Contracts. The term "Small Contractors and Suppliers" means that a business
and the,,person or persons who own and control it are in a financial condition which puts the business at a
substantial disadvantage in attempting to compete for public contracts.The relevant financial condition
for eligibility under the Contracting Opportunities Program is set at fifty percent(50%) of the federal Small
Business Administration (SBA) small business size standards using the North American Industry
Classification System and Owners' Personal Net Worth less than seven hundred fifty thousand dollars
750,000).
The City encourages the Contractor to use the following voluntary practices to promote open competitive
opportunities for small businesses, including SCS firms and minority-owned and women-owned business
enterprises:
1. Contact the Washington State Office of Minority and Women's Business Enterprises (OMWBE)
to obtain a list of certified minority-owned and women-owned business enterprises at the
following website at http://www.omwbe.wa.gov/or by telephone 360-704-1181 or
jwheat@omwbe.wa.gov.
2. Use the small services of available community organizations, consultant groups, local assistance
offices, and other organizations that provide assistance in the recruitment and placement of
small businesses, including SCS firms and minority-owned and women-owned business
enterprises.
F. Equal Employment Opportunity
Vendor shall execute the attached City of Renton Fair Practices Policy Affidavit of Compliance form,
Comply with City Administrative Policy 1.2, and upon completion of the contract Work,file the attached
compliance statement. (Attachment C)
G. Record-Keeping Requirements and Site Visits
The Contractor shall maintain,for at least six(6) years after completion of all Work under this Contract,
the following:
1. Records of employment, employment advertisements, application forms, and other pertinent
data, records and information related to employment, applications for employment or the
administration or delivery of Services or any other benefits under this Contract; and
2. Records, including written quotes, bids, estimates or proposals submitted to the Contractor by
all businesses seeking to participate on this Contract, and any other information necessary to
City of Renton Probation System Technology Contract
document the actual use of and payments to Subcontractors and suppliers in this Contract,
including employment records.
The City may visit, at any time,the site of the Work and the Contractor's office to review the foregoing
records.The Contractor shall Provide every assistance requested by the City during such visits. In all other
respects,the Contractor shall make the foregoing records available to the City for inspection and copying
upon request. If this Contract involves federal funds,the Contractor shall comply with all record keeping
requirements set forth in any federal rules, regulations or statutes included or referenced in the Contract.
H. Sanctions for Violations
Any violation of the mandatory requirements of the provisions of paragraph 1.16 shall be a material
breach of this Contract, for which the Contractor may be subject to damages,withholding payment and
any other sanctions provided for by this Contract and by applicable law.
I. Required Submittals Upon Completion of Work
Upon completion of Work and as a condition precedent to final payment, the Contractor shall submit a
Final Affidavit of Amounts Paid to City of Renton Finance & Information Technology Department. Identify
amounts actually paid, and any amounts owed,to each Subcontractor and/or supplier(if applicable) for
performance under this Contract. Failure to submit such affidavits may result in withholding of payments
or the final payment.
J. Compliance with Section 504 of the Rehabilitation Act of 1973
The contractor has evaluated its services, programs and employment practices for compliance with
Section 504 of the Rehabilitation Act of 1973, as amended ("504"), and the Americans with Disabilities Act
ADA").
1.17 Prevailing age
Contractor and Subcontractors shall pay prevailing wages.
1.18 Severabillly
Whenever possible, each provision of this Contract shall be interpreted to be effective and valid under
applicable law. If any provision is found to be invalid, illegal or unenforceable,then such provision or portion
thereof shall be modified to the extent necessary to render it legal,valid and enforceable and have the intent
and economic effect as close as possible to the invalid, illegal and unenforceable provision. If it is not possible to
modify the provision to render it legal,valid and enforceable,then the provision shall be severed from the rest
of this Contract.The invalidity, illegality or unenforceability of any provision shall not affect the validity, legality
or enforceability of any other provision of this Contract,which shall remain valid and binding.
1,19 No waiver of Breach
No action or failure to act by the City shall constitute a waiver of any right or duty afforded to the City under the
Contract; nor shall any such action or failure to act by the City constitute an approval of, or acquiescence in, any
breach hereunder, except as may be specifically stated by the City in writing.
City of Renton Probation System Technology Contract
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II. SPECIFIC CONTRACTUAL TERMS AND CONDITIONS
2.1 Execution of the Contract
The documents constituting the Contract between the City and the Contractor are intended to be
complementary so that what is required by any one of them shall be as binding as if called for by all of them.
Upon the Effective Date,the City shall issue purchase order(s) directing the Work to be performed.
The Contract may be executed in counterparts, any of which shall be deemed an original and which shall
together constitute one Contract.
2.2 Contract Term
The initial term of this Contract shall be Five (5)years, and may be extended for additional yearly increments,
commencing on the Effective Date of the Contract and subject to the termination provisions at paragraph 1.3,
Termination for Convenience/Default/Non-Appropriation.The Warranty Period begins at Final Acceptance and
continues for a period of twelve (12) months. Upon the completion of the Warranty Period, the Maintenance
Agreement begins and continues from year to year unless terminated as described in this Contract.The
maximum term for this Contract, consisting of the initial term plus extensions, is seven (7)years unless extended
by written agreement signed by all parties.The Software License shall be perpetual.
2.3 Notices
All notices or documentation required or Provided pursuant to this Contract shall be in writing and shall be
deemed duly given when delivered to the addresses set forth below.
For Project Management related notices, questions or documentation:
CITY OF RENTON CONTRACTOR
Project Manager Project Manager
Gail Cribbs Gretchen Ronfeldt
1055 South Grady Way 4155 E Jewell Avenue, Suite 600
Renton, WA 98057 Denver, CO 80222
425) 430-6968 303) 320-4420
gcribbs@rentonwa.gov Gretchen.ronfeldt@lawbase.com
City of Renton Probation System Technology Contract
For Contract related notices, questions or documentation contact:
Project Sponsor
Name:Joseph McGuire
City of Renton
1055 South Grady Way
Renton,WA 98057
425)430-6531
jmgquire@rentonwa.gov
2.4 Notices or Appeal:
Project Sponsor
Iwen Wang, FIT Administrator
City of Renton
1055 South Grady Way
Renton,WA 98057
425)430-6858
Wang@rentonwa.gov
2.5 Pay ent Procedures
A. Invoices
The Contractor for Work Accepted by the City shall furnish invoices to the Project Manager.
Important—When a purchase order is issued against this Contract that has the potential for multiple or
partial deliveries, a separate invoice shall be generated for each completed delivery Accepted by the City.
All invoices shall include the following information: purchase order number, requester's name and phone
number, date of invoice, invoice number and invoice total. For each item in the Contract, provide: item
number, quantity, description, Contract price and when applicable provide the manufacture, list price and
discounts. For Services, invoices shall identify either milestones Accepted, hours worked and Contract
hourly rates, or authorized fees.
The City will not be bound by prices contained in an invoice that are higher than those in this Contract.
The invoice may be rejected and returned to the Contractor for a correct invoice.
FAILURE TO COMPLY WITH THESE REQUIREMENTS OR TO PROVIDE AN INVOICE IN CONFORMANCE WITH
THE CONTRACT MAY DELAY PAYMENT.
B. Payments
Within thirty(30) Days after receipt of an invoice, other than a rejected invoice,the City shall pay the
Contractor for Accepted Work, upon acceptance of payment Contractor waives any claims for the Work
covered by the invoice.
1. The City will pay invoices submitted by the selected vendor as progress is made against mutually
agreed upon milestones and deliverables on the implementation project and agreed upon
City of Renton Probation System Technology Contract
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service stipulated in the final agreement. Prior to payment, invoices will be reviewed to
determine if billing is reflective of actual agreed upon project progression and performance.
Upon acceptance of the billing by the City's Project Manager the payment will be processed and
submitted to the vendor.
2. There will be a holdback of 20%of the total system cost which will not be paid until Final
Acceptance by the City.The City agrees that acceptance shall not be unreasonably delayed.
C. Subcontractor Prompt Payment
The Contractor agrees to pay each Subcontractor under this Contract for satisfactory performance of its
Subcontract within thirty(30) Days from the receipt of each payment the Contractor receives from the
City.
2.6 PurchaseOrders
Purchase orders shall be issued referencing this Contract number. Purchase order(s) shall define and authorize
the Work by the Contractor based on the prices contained in this Contract.The purchase orders issued by the
City may reflect agreed to Contract Amendments.
2.7 Pricing
Prices shall be as stated in the Contract Price, and shall remain firm during the initial term.Any price
adjustments shall be addressed in accordance with paragraph 1.2, Contract Amendment.
2.8 Shipping Charges
All prices shall include freight FOB to the designated delivery point.The City shall reject requests for additional
compensation for freight charges.
2.9 Acceptance Process
The City may Accept Work by phase or milestone as specified in the Scope of Work.The,Contractor will give the
City"notice of completion" of Work related to a specific milestone following the Contractor's completion of all
such Work in accordance with the requirements in the Contract.
A. Acceptance Process
Upon completion of the milestone deliverables,the Contractor will notify the City and the Acceptance
process will commence.Acceptance shall be based on conformance with the Scope of Work.After notice
by Contractor of completion of the milestone, City will issue a written notice of milestone Acceptance or
Provide Contractor with a notification of rejection, which will include documentation of the specific
grounds for the rejection, outlining items not in compliance with the deliverables.
B. Correction of Deficiencies Process
If a deliverable is rejected, Contractor will have a commercially practicable time to correct items
documented in the City's notification of rejection. Following the receipt of Contractors' notice that the
Work has been corrected,the City will issue a written notice of Acceptance or provide Contractor with a
notification of rejection,which will include documentation of the specific grounds for the rejection,
outlining Work not in compliance with the milestone.The project schedule will be adjusted accordingly in
the event that a dispute regarding the method or accuracy of the correction causes a delay. If the
deliverable(s)fails to comply with the milestone after Contractor's second attempt to correct the Work
and no clear plan can be agreed upon between the City Project Manager and the Contractor's Project
Manager,the City will determine the appropriate corrective action(s) up to and, including declaring a
breach of Contract.
City of Renton Probation System Technology Contract
2.10 Final cce tance Process
The City shall begin the Final Acceptance process as follows:
A. The parties shall agree on the start date for the Acceptance test.
B. The Acceptance test shall include thirty(30) days of continuous operation of the Work without material
defect in accordance with the Contract in the City's fully implemented production environment.
C. If the City Accepts the Work,the City will send a notice of Final Acceptance to the Contractor.
D. If the City determines that the Work is not Acceptable,the City shall notify the Contractor in writing,
describing the deficiencies.
E. The Contractor shall either Provide a detailed, written plan to achieve Final Acceptance or to make
corrections or replacements within a mutually agreed upon time period.The parties shall mutually agree
on a start date for beginning another Acceptance test.
F. Another thirty(30) Day successful operation period shall follow any corrections or replacements to the
Work.Subsequent thirty five (35) Day operation Acceptance test periods can occur if mutually agreed to
by the parties.
G. If the City Accepts the Work following a second or subsequent Acceptance test the City will send a notice
of Final Acceptance to the Contractor.
H. If the Contractor does not correct or replace the unacceptable Work the City may declare a breach of
Contract.
2.11 Warranty Provisions
A. No Waiver of Warranties and Contract Rights
Conducting of tests and inspections, review of Scope of Work or plans, payment for Work, or Acceptance
or Final Acceptance of the Work by the City shall not constitute a waiver of any rights under this Contract
or in law.The termination of this Contract shall in no way relieve the Contractor from its
warranty/guarantee responsibility.
B. Warranty Term
The Contractor warrants that the Work performed under this Contract shall be free from defects in
material and workmanship, and shall conform all requirements of this Contract,for a period of ninety(90)
days from date of Final Acceptance of such Work by the City.Any Work corrected shall be subject to this
paragraph to the same extent as the Work initially Provided.
C. Warranty Applicable to Third Party Suppliers,Vendors, Distributors and Subcontractors
The Contractor shall ensure that the warranty requirements of this Contract are enforceable through and
against the Contractor's suppliers, vendors, distributors and Subcontractors.The Contractor is responsible
for liability and expense caused by any inconsistencies or differences between the warranties extended to
the City by the Contractor and those extended to the Contractor by its suppliers,vendors, distributors and
Subcontractors. Such inconsistency or difference shall not excuse the Contractor's full compliance with its
obligations under this Contract.The Contractor shall cooperate with the City in facilitating warranty
related Work by such suppliers,vendors, distributors and Subcontractors.
2.12 Express Warranties for Services
A. Contractor warrants that the Services shall in all material respects conform to the requirements of this
Contract.
City of Renton Probation System Technology Contract
B. Contractor warrants that qualified professional personnel with in-depth knowledge shall perform the
Services in a timely and professional manner; and that the Services shall conform to the standards
generally observed in the industry for similar Services.
C. Contractor warrants that the Services shall be in compliance with all applicable laws, rules and regulations.
D. Contractor warrants that the performance of the Services and any Software Provided is free from
intentional Viruses, disabling code or other intentional programming defects. Prohibited intentional
programming defects include, but are not limited to,features such as "backdoor shutdown mechanisms",
time bombs", "automatic unauthorized connection to outside systems", programming that responds to
or provides information to outside systems' "pinging", and features that can "retire", "shut down",
cripple" or"stop"the Software. Contractor further warrants that neither the Software alone or through
contact with the Contractor is capable of electronic self-help that may deprive the City of the use of the
licensed Software.
THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
2.1.3 Express Warranties for Software
A. Contractor warrants that on the date of Final Acceptance,the Software shall operate and conform to the
Scope of Work, performance capabilities,functions and other descriptions and standards as identified in
this Contract and all supplemental information Provided by Contractor.
B. Contractor warrants that it has full power and authority to license or sublicense the Software to the City
without the consent of any other Person.
C. Contractor warrants that the Software,the License to the City to use the Software, instructions for use of
the Software, Documentation and the performance by Contractor of the Services, shall be in compliance
with all applicable laws, rules and regulations.
D. Contractor warrants the tapes, CD's, DVD's or other media delivered to the City to be free of defects in
materials and workmanship under normal use for sixty (60) Days from the date of receipt by the City.
E. Contractor warrants that the Software Provided is free from intentional Viruses, disabling code or other
intentional programming defects. Prohibited intentional programming defects include, but are not limited
to, features such as"backdoor shutdown mechanisms", "time bombs", "automatic unauthorized
connection to outside systems", programming that responds to or Provides information to outside
systems' "pinging", and features that can "retire", "shut down", "cripple" or"stop"the Software.
Contractor further warrants that neither the Software alone or through Contract with the Contractor is
capable of electronic self-help that may deprive the City of the use of the licensed Software.
F. Contractor warrants that future maintenance or Software releases shall maintain compatibility with
operating environments at the time of software installation.
G. The Contractor shall maintain a current copy of the program Source Code with all future Updates,
improvements, additions and modifications. In the event that the Contractor ceases to support the
programs,the escrow agent shall Provide a copy of the relevant escrowed material.
H. Contractor warrants functionality as described in the Scope of Work and represents that the Work
identified in the Contract has been specifically selected, designed, and/or configured for the City as being
an operationally efficient integration of Hardware,Software and Services.
I. Contractor shall be responsible for Providing and implementing a Software system that is successfully
integrated into the existing system environment of the City and meets the functional requirements as
specified in this Contract.
City of Renton Probation System Technology Contract
THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
2.14 Warranty Remedies
A. If at any time during the ninety(90) day period immediately following Final Acceptance of any Work
covered by this Contract, Contractor or the City discovers one or more material defects or Errors in the
Work or any other aspect in which the Work materially fails to meet the provisions of the warranty
requirements herein Contractor shall, at its own expense and within thirty(30) Days of notification of the
defect by the City, correct the defect, Error or nonconformity by, among other things, making additions,
modifications, adjustments, or replacements to the Work as may be necessary to keep the Work in
operating order in conformity with the warranties herein.Any Work corrected shall be subject to this
subsection to the same extent as the Work initially Provided.
B. There must be a sixty(60) day warranty period, during which the City may return defective media to
Contractor and it shall be replaced without charge to the City.
C. In order to qualify for remedial action under these warranties, the City shall report a warranty failure to
the Contractor in writing within ninety (90) days from the date of Final Acceptance.The Contractor shall
not be responsible for remedial action under this warranty to the extent the failure to meet the warranty
is caused by modification to the product(s) by the City or anyone other than the Contractor or its
Subcontractors, unless under Contractor's or its Subcontractor's direction.
D. The City shall give written notice of any defect to the Contractor. If the Contractor has not corrected the
defect within thirty (30) Days after receiving the written notice,the City, in its sole discretion, may correct
the defect itself. In the case of an emergency where the City believes delay could cause serious injury, loss
or damage,the City may waive the written notice and correct the defect. In either case, the City shall
charge-back the cost for such warranty repair to the Contractor.
E. The Contractor is responsible for all costs of repair or replacement in order to restore the Work to the
applicable Contract requirements or Scope of Work, including shipping charges,for Work found defective
within the warranty period, regardless of who actually corrects the defect.
2.15 Defective Work
Prior to Final Acceptance,when and as often as the City determines that the Work,furnished under the Contract
is not fully and completely in accordance with any requirement of the Contract, it may give notice and
description of such non-compliance to the Contractor. Within seven (7) Days of receiving such written
notification, the Contractor shall supply the City with a detailed, written plan which indicates the time and
methods needed to bring the Work in compliance with the Contract.The City may reject or accept this plan at its
discretion. If the City rejects the plan the Contractor may be determined to be in material default of the
Contract.This procedure to remedy defects is not intended to limit or preclude any other remedies available to
the City by law, including those available under the Uniform Commercial Code,Title 62A RCW.
2.16 Software Warranty Process
During the warranty period, Software support shall be as described in the Maintenance Agreement, Attachment
F.
2.17 Software Maintenance
After the warranty period,Software Maintenance support shall be as described in the Maintenance Agreement,
Attachment F.
City of Renton Probation System Technology Contract
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2.18 IndependentStatus of Contractor
In the performance of this Contract,the parties shall be acting in their individual, corporate or governmental
capacities and not as agents, employees, partners,joint ventures, or associates of one another.The parties
intend that an independent Contractor relationship shall be created by this Contract.The employees or agents
of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose
whatsoever. Contractor shall not make any claim of right, privilege or benefit,which would accrue,to an
employee under RCW 41.06., or RCW Title 51.
2.19 Non-Disclosure of ata
Data provided by the City either before or after Contract award shall only be used for its intended purpose.
Contractors and Subcontractors shall not use nor distribute the City data in any form without the express
written approval of the City.
2.20 Non-Disclosure Obligation
While performing the Work under this Contract,the Contractor may encounter personal information, licensed
technology, Software, Documentation, drawings, schematics, manuals, data and other materials described as
Confidential","Proprietary" or"Business Secret". The Contractor shall not disclose or publish the information
and material received or used in performance of this Contract.This obligation is perpetual.The Contract
imposes no obligation upon the Contractor with respect to confidential information which the Contractor can
establish that: a)was in the possession of, or was rightfully known by the Contractor without an obligation to
maintain its confidentiality prior to receipt from the City or a third party; b) is or becomes generally known to
the public without violation of this Contract; c) is obtained by the Contractor in good faith from a third party
having the right to disclose it without an obligation of confidentiality; or, d) is independently developed by the
Contractor without the participation of individuals who have had access to the City's or the third party's
confidential information. If the Contractor is required by law to disclose confidential information the Contractor
shall notify the City of such requirement prior to disclosure,to allow City to seek legal protection of such
information. The notice shall allow for ten (10) business days to take whatever action the City deems necessary
to protect its interests.
2.21 Public is sure Request
This Contract shall be considered a public document and will be available for inspection and copying by the
public in accordance with the Public Records Act, RCW 42.56 (the "Act").
If the Contractor considers any portion of any record provided to the City under this Contract, whether in
electronic or hard copy form, to be protected under law, the Contractor shall clearly identify each such portion
with words such as "CONFIDENTIAL," "PROPRIETARY" or"BUSINESS SECRET." If a request is made for disclosure
of such portion, the City will determine whether the material should be made available under the Act. If the City
determines that the material is subject to disclosure,the City will notify the Contractor of the request and allow
the Contractor ten (10) business days to take whatever action it deems necessary to protect its interests. If the
Contractor fails or neglects to take such action within said period, the City will release the portions of record(s)
deemed by the City to be subject to disclosure.The City shall not be liable to the Contractor for inadvertently
releasing records pursuant to a disclosure request not clearly identified by the Contractor as"CONFIDENTIAL,"
PROPRIETARY" or"BUSINESS SECRET."
2.22 Product Return
The City reserves the right to return to the Contractor, those parts and supplies determined to be surplus and no
longer required by the City. Parts and supplies eligible for return to the Contractor shall have been ordered by
the City for inventory or as spares, be unused, and in the same general condition as when received.The City
shall advise the Contractor in writing of its intention to return any parts and supplies before the Contract closes.
City of Renton Probation System Technology Contract
The Contractor shall only be authorized a restocking fee if agreed to at the time of Contract execution and as
described in Attachment A, Price,for the return of parts and supplies.The Contractor shall, at the City's option,
issue a credit for the dollar value of the merchandise returned or refund that dollar amount (less any restocking
fee)to the City.
This paragraph does not apply to any merchandise made to order for the City.
2.23 No Prototypee Components
All Work shall be in production and be used by customers comparable to the City at the time of the Contract
Effective Date.Test or prototype items shall be clearly identified as such.A sufficient inventory of the Work shall
be available to meet delivery requirements.
2.24 Changed Requirements
New federal, state and City laws, regulations, ordinances, policies and administrative practices may be
established after the Contract Effective Date is established and may apply to this Contract.To achieve
compliance with changing requirements,the Contractor agrees to accept all changed requirements that apply to
this Contract and require Subcontractors to comply with revised requirements as well. Changed requirements
shall be implemented through paragraph 1.2, Contract Amendment.
2.2,E Software License
Subject to the terms and conditions set forth in this Contract and the Software License Agreement, Attachment
E, including payment of the license fees by City to Contractor, Contractor hereby grants to City a perpetual, non-
exclusive, non-transferable license to use the Software, including any Software released, as well as any
Documentation.
2.26 Disaster Recovery
In the event a disaster is declared at any City site(s), Contractor will allow the City the right to use the Software
in accordance with the Software License Agreement,Attachment E at the recovery site identified by the City, at
no additional cost to the City for moving the Software to the recovery site Services or maintenance.
2.27 u Status Reports
Prior to going live,the Contractor shall Provide the City the opportunity to review bug status reports specifying
all known outstanding bugs in the current version of the Software. Subsequent bug status report(s) review shall
be permitted at a time agreed upon by both parties, but in no event less frequently than annually.
2.28 Enhancements, Upgrades, Replacements and New Versions of Software
A. The Contractor agrees to Provide to the City, at no cost, prior to, and during installation and
implementation of the system any Software/firmware Enhancements, Upgrades and replacements which
the Contractor initiates, or generates.
B. As long as the City has a Maintenance Agreement, Attachment F,the Contractor shall notify the City of
the availability of newer versions of the Software and within thirty(30) Days Provide the City with this new
version.The Contractor shall Provide Updated Documentation in the form of new revision manuals or
changed pages to current manuals consistent with the original Documentation supplied and reflecting the
changes included in the new version of the Software.The Contractor shall Provide bug status reports
specifying all known,outstanding bugs in the new Software version(s).The information shall be updated
periodically as new information and work-arounds become known.The Contractor shall also Provide
installation instructions, procedures and any installation program required by the Enhancement, Upgrade,
Replacement or New Versions of the Software.
City of Renton Probation System Technology Contract
C. Contractor shall configure the most robust and cost-effective, latest-technology system to meet the City's
needs and developing systems requirements.The Software and Hardware to be delivered shall be the
current production version as determined by the City.
D. The Vendor agrees that as long as the City is current on its annual maintenance with the Vendor that the
City shall have the right, at its option,to migrate to any new Software product with similar functionality
that the Vendor develops,sells or acquires, including but not limited to Software written in a new
language, on a new platform, and/or on a new database, at no charge to the City.
2.29 HI. - Protecting Patient Privacy
The Work under this Contract may require compliance with "The Health Insurance Portability and Accountability
Act of 1996" (HIPAA).
HI. INSURANCE REQUIREMENTS
3.1 Evidence and Cancellation of Insurance
A. Prior to'execution of the Contract, the Contractor shall file with the City evidence of insurance and
endorsements from the insurer(s) certifying to the coverage of all insurance required herein.All evidence
of insurance shall be certified by a properly authorized officer, agent, general agent or qualified
representative of the insurer(s) and shall certify the name of the insured, the type and amount of
insurance, the location and operations to which the insurance applies,the expiration date, and that the
City shall receive notice at least forty-five (45) Days prior to the effective date of any cancellation, lapse or
material change in the policy.
B. The Contractor shall, upon demand of the City, deliver to the City all such policies of insurance, and all
endorsements and riders, and the receipts for payment of premiums thereon.
C. Failure to Provide such insurance in a timeframe acceptable to the City shall enable the City to suspend or
terminate the Contractor's Work hereunder in accordance with Contract provisions regarding
Termination for Convenience/Default/Non-appropriation." Suspension or termination of this Contract
shall not relieve the Contractor from its insurance obligations hereunder.
3.2 Insurance Requirements
A. The Contractor shall obtain and maintain the minimum insurance set forth below.
By requiring such minimum insurance, the City shall not be deemed or construed to have assessed the
risks that may be applicable to the Contractor under this Contract.The Contractor shall assess its own risks
and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage.
Nothing contained within these insurance requirements shall be deemed to limit the Scope, application
and/or limits of the coverage afforded, which coverage shall apply to each insured to the full extent
provided by the terms and conditions of the policy(s). Nothing contained with this provision shall affect
and/or alter the application of any other provision contained with this Contract.
For all coverages:
1. Each insurance policy shall be written on an "occurrence" form; excepting insurance for
professional liability/errors and omissions. Professional liability/errors and omissions when
required, may be acceptable on a "claims made"form.
2. If coverage is approved and purchased on a "Claims Made" basis, the Contractor warrants
continuation of coverage, either through policy renewals or the purchase of an extended
City of Renton Probation System Technology Contract
discovery period, if such extended coverage is available,for not less than three (3)years from
the date of completion of the Work which is the subject of this Contract.
B. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. General Liability:The Consultant shall secure and maintain commercial liability insurance in the
amount of$1,000,000 in full force throughout the duration of this Consultant Agreement. A
certificate of insurance and the Primary& Non-Contributory Additional Insurance Endorsement
page, properly endorsed,shall be delivered to the City before executing the work of this
Contract. Please note: The cancellation language must read "Should any of the above described
policies be cancelled before the expiration date thereof,the issuing company will mail 45 days'
written notice to the certificate holder named herein."
2. Automobile Liability: In the event that use of an automobile is required in the performance of
this Contract,Automobile Liability coverage shall be Provided,with the minimum limits set out
herein.
3. Professional Liability: Professional Liability, Errors and Omissions coverage.
In the event that services pursuant to this Contract either directly or indirectly involve or require
professional Services, Professional Liability, Errors and Omissions coverage shall be Provided.
4. Workers' Compensation: Workers' Compensation coverage, as required by the 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.
5. Employers Liability or"Stop Gap": 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.
3,3 Minimum Limits of Insurance
A. The Contractor shall maintain limits no less than,for:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal
injury and property damage, and for those policies with aggregate limits, a $2,000,000 aggregate
limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and
property damage.
3. Professional Liability, Errors and Omissions: $1,000,000 per Claim and in the Aggregate.
4. Workers'Compensation: Statutory requirements of the state of residency.
5. Employers Liability Stop Gap: $1,000,000.
6. Deductibles and Self-Insured Retentions:Any deductibles or self-insured retentions shall be
declared to, and approved by,the City.The deductible and/or self-insured retention of the
policies shall not limit or apply to the Contractor's liability to the City and shall be the sole
responsibility of the Contractor.
7. Other Insurance Provisions:The insurance Provided pursuant to these requirements shall be on
a Primary and Non-Contributory basis. Any insurance and/or self-insurance maintained by the
City, its officers, officials, employees or agents shall not contribute with the insurance or benefit
the Contractor in any way.
City of Renton Probation System Technology Contract
1
8. Liability Policies:The City, its officers, officials, employees and agents are to be covered as
respects liability arising out of activities performed by or on behalf of the Contractor in
connection with this Contract.
To the extent of the Contractor's negligence,the Contractor's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees and agents.
The Contractor's insurance shall apply separately to each insured against whom a claim is made
and/or lawsuit is brought, except with respect to the limits of the insurer's liability.
B. Acceptability of Insurers Unless otherwise approved by the City:
Insurance is to be placed with insurers with a Bests' rating of no less than A:VIII, or, if not rated with
Bests',with minimum surpluses the equivalent of Bests' surplus size VIII.
All insurance shall be obtained from an insurance company authorized to do business in the State of
Colorado.
If at any time one of the foregoing policies shall fail to meet the above stated requirements,the
Contractor shall, upon notice to that effect from the City, promptly obtain a new policy, and shall submit
the same to the City, with the appropriate certificates and endorsements, for approval.
C. Subcontractors
The Contractor shall include all Subcontractors as insureds under its policies, or shall furnish separate
certificates of insurance and policy endorsements for each Subcontractor. Insurance coverages provided
by Subcontractors as evidence of compliance with the insurance requirements of this Contract shall be
subiect to all of the requirements stated herein.
D. Work Site Safety
The Contractor shall have the "right to control" and bear the sole responsibility for the job site conditions,
and job site safety.The Contractor shall comply with all applicable federal, state and local safety
regulations governing the job site, employees and Subcontractors.The Contractor shall be responsible for
the Subcontractor's compliance with these provisions.
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Attachment A: Price
Lawbase for 3 concurrent users 3,000.00
Project Management 500.00
Lawbase Screen Consulting-Two Days 3,500.00
Administrative Training- Five 2 hour Sessions 1,000.00
End User Training—One Day 1,750.00
Interfaces
Outlook 1,000.00
Data Conversion from existing PCMS System 5,000.00
Annual Support 20% of cost of the software 800.00
Travel and Expenses 1,000.00
Total 17,550.00
Contract not to exceed 19,000.00
City of Renton Probation System Technology Contract
Attachment B: Statement of Work
Work Generally defined as:
Base Probation database on V12 of Lawbase.
Data Conversion- Conversion of data from existing PCMS system to Lawbase system.
Software Installation-Server and 3 workstations.
Software Training-As defined by the RFP Response document
Software functionality as defined in the RFP response document
City of Renton Probation System Technology Contract
Attachment D: Affidavit and Certification Form
CITY OF RENTON
Combined Affidavit and Certification form:
Non-Collusion,Anti-Trust,and Minimum Wage
Non-Federal Aid)
NON-COLLUSION AFFIDAVIT
Being duly sworn, deposes and says,that he is the identical person who submitted the foregoing proposal or bid, and that
such bid is genuine and not sham or collusive or made in the interest or on behalf of any person not therein named, and
further, that the deponent has not directly induced or solicited any other Bidder on the foregoing work or equipment to put
in a sham bid, or any other person or corporation to refrain from bidding, and that deponent has not in any manner sought
by collusion to secure to himself or to any other person any advantage over other Bidder or Bidders.
AND
CERTIFICATION RE: ASSIGNMENT OF
ANTI-TRUST CLAIMS TO PURCHASER
Vendor and purchaser recognize that in actual economic practice overcharges resulting from anti-trust violations are in fact
usually borne by the purchaser. Therefore, vendor hereby assigns to purchaser any and all claims for such over-charges as
to goods and materials purchased in connection with this order or contract, except as to overcharges resulting from anti-trust
violations commencing after the date of the bid, quotation, or other event establishing the price under this order or contract.
In addition, vendor warrants and represents that such of his suppliers and subcontractors shall assign any and all such claims
to purchaser, subject to the aforementioned exception.
AND
MINIMUM WAGE AFFIDAVIT FORM
I,the undersigned, having been duly sworn, deposed, say and certify that in connection with the performance of the work
of this project, I will pay each classification of laborer,workman, or mechanic employed in the performance of such
work; not less than the prevailing rate ofwage or not less than the minimum rate of wages as specified in the principal
contract.
I have read the foregoing affidavits and certification; know the contents thereof and the substance as set forth therein is
true to my knowledge and belief
FOR: NON COLLUSION AFFIDAVIT, ASSIGNMENT OF ANTI-TRUST CLAIMS TO PURCHASER AND
MINIMUM WAGE AFFIDAVIT A
1 ii\Div‘j
Name of Project NatheNa of Bidder's Firni Signature of A orized
Representative of Bidder
Subscribed and sworn to before me on this /11 day of MA,t_ , 20 d d .
4t.A K/01,'. .
CN ry-Public n an I of&the State
Notary (Print) $Pc-6 ,-16v4 F-a LZ0®TAR Y
My appointment expires: 7 - ZSJt 1PUBLAG.:Pp
wop C0\Y
City of Renton Probation System Technology Contract