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HomeMy WebLinkAboutIT14-130 - Original - Presidio Networked Solutions Group, LLC - 2014-2015 CommVault Maintenance - 06/01/2014 i� Records M ern k KENT 7' Document�4 W ASHINOTON ,#,3[ xi„e ie� t CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: INX Inc. Vendor Number: 343904 -SD—Edwards Number Contract Number: I I i This is assigned by City Clerk's Office Project Name: 2014/2015 CommVault Maintenance Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: t ' ' 1 Contract Effective Date: 4 Termination Date: 4 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: Sean Kelsey Department: IT Detail: (i.e. address, location, parcel number, tax id, etc.): I S:Publlc\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 DocuSign Envelope ID:D315EEF4-D4D1-4125-AB43-42A482BF68EB KENT W/SHINCTaN '.. GOODS & SERVICES AGREEMENT between the City of Kent and I Presidio Networked Solutions Group, LLC THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Presidio Networked Solutions Group, LLC organized under the laws of the State of Deleware, located and doing business at 1955 Lakeway Drive, Ste 220, Lewisville, TX 75057 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: See Exhibit B Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources, II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services from June 1, 2014 through February 1, 2015, III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $25,067, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Products to be paid within 30 days of shipment date; Services to be paid within 30 days of invoice date, pursuant to Statement of work/ proposal. GOODS & SERVICES AGREEMENT - 1 (Over$10,000.00, including WSST) DocuSign Envelope ID: D315EEF4-D4D1-4125-AB43-42A4828F6BEB If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business, GOODS & SERVICES AGREEMENT - 2 (Over$10,000.00, including WSST) DocuSign Envelope ID:D315EEF4-D4D1-4125-AB43-42A4828FBSEB '.. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; GOODS & SERVICES AGREEMENT - 3 (Over$10,000.00, including WSST) DocuSign Envelope ID:D315EEF4-D4D1-4125-AB43-42A4828F68EB 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. VENDOR WARRANTS ALL SERVICES WILL BE PROVIDED IN A PROFESSIONAL AND WORKMANLIKE MANNER CONSISTENT WITH INDUSTRY STANDARDS. DISCLAIMER OF WARRANTIES. ALL PRODUCTS PROVIDED BY VENDOR ARE PROVIDED "As IS", WITH ALL FAULTS, VENDOR DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, OR NON-INFRINGEMENT. ANY AND ALL ORIGINAL EQUIPMENT MANUFACTURER WARRANTIES, CERTIFICATIONS AND GUARANTEES ARE PASSED THROUGH TO CITY. VENDOR SERVES AS A SINGLE POINT OF CONTACT BETWEEN THIRD PARTY GEMS AND CLIENTS TO ENFORCE SUCH PASSED THROUGH WARRANTIES, IF ANY. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, GOODS & SERVICES AGREEMENT - 4 (Over$10,000.00, including WSST) DocuSign Envelope ID:D315EEF4-D4D1-4125-AB43-42A4828F68EB discriminate against any person who is qualified and available to perform the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit [A] attached and incorporated by this reference. XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or GOODS & SERVICES AGREEMENT - 5 (Over$10,000.00, including WSST) Docu5lgn Envelope ID:D315EEF4-D4D1-4125-AB43-42A4828F68E8 relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Limitation. TO THE EXTENT ALLOWED BY LAW, VENDOR'S ENTIRE LIABILITY_AND CITY'S EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, NONPERFORMANCE OR MISREPRESENTATION, AND REGARDLESS OF THE FORM OF ACTIONS, SHALL BE LIMITED TO THE INSURANCE LIMITS AS NOTED ON THE VENDOR'S CERTIFICATE OF LIABILITY. I. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. J. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. GOODS & SERVICES AGREEMENT - 6 (Over$10,000.00, including WSST) DocuSlgn Envelope ID: D315EEF4-D4D1-4125-AB43-42A482BF88EB IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. VENDOR: CITY OF KENT: r�o«baienea by . By: (ftiris{e �ttl^ �a�tna�*�i By cl— FsoeE n e 2-(signature) J (signature) Print Name:_ Christopher cagnazzi Print V, me Suzette Cooke Its CFO Ids Mayor 5/23/2014 (title) I DATE: DATE: �.��.� .%r'�`°>' O NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Andrew Rosenbaum Sean Kelsey Presidio Networked Solutios Group, LLC City of Kent 1955 Lakeway Drive Ste 220 220 Fourth Avenue South Lewisfille, TX 75057 Kent, WA 98032 469-549-3800 (telephone) (253) 856-4611 (telephone) 469-549-3888 (facsimile) (253) 856-4700 (facsimile) APPRO ED AS TO�FOR [ VA Kent Law Department [In this field,you oo y enter the electronic Olepoth where the contract nos been saved) I GOODS & SERVICES AGREEMENT - 7 (Over$10,000.00, including WSST) DocuSign Envelope ID:D315EEF4-D4D1-4125-AB43-42A482BF6BEB DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By; I�f�iY�iS{OPd�U I � IllnaM^,i �-IGFWEHA1914H... For: INx, LLC Title: cFO Date: 5/23/2014 I EEO COMPLIANCE DOCUMENTS - 1 of 3 DocuSign Envelope ID:D315EEF4-D4D1-4125-AB43-42A4828F68EB CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. I �f EEO COMPLIANCE DOCUMENTS - 2 of 3 DocuSign Envelope ID: D315EEF4-D4D1-4125-AB43-42A4828F68EB CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. i I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1,2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 of 3 DocuSign Envelope ID:D315EEF4-D4D1-4125-AB43-42A4828FBBEB EXHIBIT A INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain Insurance of the types described below: 1. Commercial General Liability Insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal Injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an Insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 1185 or a substitute endorsement providing equivalent coverage. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,ouu,uuD each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit, C. other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for ALItOmobijo Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary Insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with It. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after I PRESINC-01 MCOL162019 AcoR®" CERTIFICATE OF LIABILITY INSURANCE DA412212YY) L� n21014o1a THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: The Addis Group LLC HO No gx0;_(610)279-8550 ac Me: (610)279.8543 2500 Renaissance Blvd.,Suite 100 INC.EMAIL' King Of Prussia,PA 19406 ADDRESS: INSURER(S)AFFORDING COVERAGE NAICN INSURERA;Great Northern Ins.Co./Chubb 20303 INSURED INSURERS;Federal Insurance CO (Chubb) 20281 Presidlo Networked Solutions Group,LLC INSURERC;Zurich American Insurance Co. 16635 1955 Lakeway Dr.,Ste.220 INSURER D;Travelers Property Casualty 25674 Lewisville,TX 75057 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR - -�__- ADO POLICYEFF POLICY E%P _- - LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MMIDDP/YYY MMIDDIYYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS MADE Ix I OCCUR X 35852422 1010112013 10l01/2014 DAE T RE TED PREMISES Ea occurrence $ 1,000,000 MED EXP(Anyone person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIM IT APPLIES PER: _GENERAL AGGREGATE $ 2,000,000 POLICY T JECT PRO [:]LOC PRODUCTS-COMPIOPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident A X ANYAUTO X 73543321 10/01/2013 10/01/2014 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS NON,OWNED PROPERTY DAMAGE $ AUTOS Peraoddent X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 15,000,000 B EXCESS UAB CLAIMS-MADE X 79857023 10/01/2013 10/01/2014 AGGREGATE $ OED I I RETENTION$ Aggregate $ 15,000,000 WORKERS COMPENSATION OTH- AND EMPLOYERS'LIABILITY X PER ER C ANY PROPRIETOR,PARTNEWEXECUTIVE YIN NIA C980931000 0310V2014 03101/2016 E.L.EACH ACCIDENT S 1,000,00 OFFICERNEMBER EXCLUDED( (Mandaturyln NH) E.L.DISEASE-EA EMPLOYEE S 1,1)00,00 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 B Errors&Omissions 35983225 10/01/2013 10/01/2014 OccurlAgg 10,000,000 D Transit-Spec Form QT6600453B298 10/01/2013 10/01/2014 Limit 1,500,000 DESCRIPTION OF OPERATIONS I LOCATIONS IVEH ICLES (ACORD IOr,Additional Remarks Schedule,may be attached If more space Is required) Certificate Holder is listed as Additional Insured when required by written contract or agreement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Kent,WA 220 Fourth Ave. Kent WA 98032 ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD EXHIBIT B Price Quote ` KENCT �VF YNtn 41Ery City of Kent April 8, 2014 it �; ( � ;�� =,�� Quote#:11493220-02 "` ; . Date:03/18/2014 -� � +'� Page:1 of 3 Title:CommVault Renewal 2014 To:Chris Beagle From:Brandon Vasks City of Kent,WA Presidio Networked Solutions Group, LLC 220 Fourth Avenue South 10655 NE 4th Street KENT,WA 98032 Suite 212 Bellevue,WA 98004 Phone:253-856-4612 Phone:503.594,0380 Email:cbeagle@kentwa.gov Fax: Comments:End-User:City of Kent Email:bvasks@presidio.com CommCell ID#: F964F Account Manager:Marlon Taylor *****8 Month Renewal***** Term Date:4/6/2014-12/5/2014 D_ 1 S-PREM-RNWL CommVaull Software Premier Support Coverage:(24 hours a day, 1 $22,891.79 $22.891.79 7 days a week) 4 DataProtection Enterprise 1 CommCell Count 6 Data Archive Enterprise feature pack 1 Information Management Indexing Node,including advanced Content 1 Monitor Enterprise Reporting Server 1 SB-C-S-IN 1 SMB Data Protection Site Bundle 900 User CAL,per Active User/Mailbox Sub Total: $22,891.79 Grand Total: $22,891.79 f I Quote#:11493220-02 Date:0311812014 PRESIDIO ,, Page:2 of 3 Quote valid for 30 days unless otherwise noted. Additional Terms The following terms and conditions("Additional Terms")shall govern this ORDER/PROPOSAL unless a valid Master Services&Product Agreement has been executed between the parties for professional services and/or product and is in force at the time this ORDER/PROPOSAL is executed,in which case the terms of the Master Services&Product Agreement shall govern to the extent that they are inconsistent with this ORDER/PROPOSAL. 1, Purchase Orders,Invoicing,Payment and Acceptance. Any purchase order submitted by CLIENT in connection with this ORDER/PROPOSAL shall be deemed subject to these Additional Terms and this ORDERIPROPOSAL.Unsigned,electronically submitted purchase orders shall be deemed to include CLIENT's electronic signature and shall be binding to the extent accepted by PRESIDIO.PRESIDIO'S performance of such purchase order shall not constitute Presidio Networked Solutions Group,LLC's("Presidio Networked Solutions Group, LLC"or"PRESIDIO")acceptance of new or different terms,including pre- printed terms on such order.In absence of a purchase order,CLIENT agrees that Its signature below grants PRESIDIO the right to invoice CLIENT and authorizes payment to PRESIDIO for the amounts owed.Further,CLIENT represents that PRESIDIO can rely on such CLIENT signature for payment. PRESIDIO shall invoice CLIENT for the Products and/or Services in accordance with the terms stated in the ORDERIPROPOSAL.The price Included herein reflects a 3%discount for payment by cash,check or wire transfer.This discount will not apply In the event that CLIENT pays using a credit card or debit card. CLIENT shall make payment to PRESIDIO within thirty(30)days from the date of invoice.Except for taxes due on PRESIDIO's net income,CLIENT shall pay all taxes.PRESIDIO reserves the right to bill CLIENT for additional work requested by CLIENT and performed by PRESIDIO,and for applicable expenses incurred by PRESIDIO pursuant to providing such additional services,which are not described in this ORDER/PROPOSAL. Unless otherwise indicated in this ORDERIPROPOSAL,CLIENT agrees that staff augmentation services and services performed on a time and materials basis shall be deemed accepted as performed.Unless otherwise Indicated in this ORDERIPROPOSAL,Projects shall be deemed accepted upon the earlier of PRESIDIO's receipt a signed Project Completion and Acceptance document which has been signed and dated by an authorized representative of CLIENT,or sixty(60)calendar days from the date of the delivery of the final Project deliverable. 2. Purchase of Product.All Products delivered to CLIENT hereunder shall be shipped FOB origin,freight collect.Title and risk of loss shall pass to CLIENT at point of origin.Products shall be deemed accepted upon delivery. 3. Limitations of Warranties. PRESIDIO warrants that Services shall be provided by competent personnel in accordance with applicable professional standards.ALL PRODUCTS PROVIDED BY PRESIDIO ARE PROVIDED"AS IS",WITH ALL FAULTS.PRESIDIO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,ANY AND ALL ORIGINAL EQUIPMENT MANUFACTURER(OEM)WARRANTIES,CERTIFICATIONS AND GUARANTEES,IF ANY,ARE PASSED THROUGH TO CLIENT. 4. Intellectual Property. CLIENT acknowledges that PRESIDIO,its vendors,andlor Its licensors retain all patents andlor copyrights in and to all proprietary data,processes and programs,if any,provided in connection with Services performed hereunder;any PRESIDIO software provided to CLIENT as part of the Services provided shall be subject to the vendor's,licensor's or OEM's copyright and licensing policy. To the extent such software is prepared by PRESIDIO,it is provided by nontransferable,nonexclusive license for CLIENT'S Internal use only,subject strictly to the terms and conditions of this Agreement, and shall terminate upon termination or expiration of this Agreement. CLIENT shall not duplicate,use or disclose for the benefit of third parties,reverse engineer or decompile any such software. 5. Confidential Information. The partles agree that Confidential Information means any information disclosed by the disclosing party to the receiving party,either directly or indirectly,in writing,orally or by inspection of tangible objects(including without limitation documents,prototypes,samples,plant and equipment,"CLIENT"lists or other"CLIENT" information not known to the public),which Is designated as"Confidential,""Proprietary"or some similar designation,or is the type of information which should reasonably be recognized as Confidential or Proprietary. The receiving party shall not use any Confidential Information of the disclosing party for any purpose except to evaluate and engage in discussions concerning this Proposal. Each party agrees to protect the other party's Proprietary and Confidential Information to the same extent that it protects Its own Proprietary and Confidential Information but with no less than a reasonable degree of care, 6. Limitation of Liability. IN NO EVENT SHALL PRESIDIO BE LIABLE TO CLIENT FOR ANY INDIRECT,INCIDENTAL,SPECIAL,CONSEQUENTIAL, EXEMPLARY,OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER,ARISING IN CONTRACT,TORT OR OTHERWISE,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.PRESIDIO'S ENTIRE LIABILITY AND CLIENTS EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE WHATSOEVER,INCLUDING,BUT NOT LIMITED TO,NONPERFORMANCE OR MISREPRESENTATION,AND REGARDLESS OF THE FORM OF ACTIONS, SHALL BE LIMITED TO THE AMOUNT WHICH HAS BEEN ACTUALLY PAID TO PRESIDIO BY CLIENT FOR SERVICES AND/OR PERFORMANCE HEREUNDER. Without limiting the foregoing,PRESIDIO will have no responsibility for the adequacy or performance of(I)any third party software provided to PRESIDIO under this agreement;(it)any hardware,and(iii)any services provided by any third party. 7. Non-Solicitation Provision. During the term of this ORDERIPROPOSAL and for twelve(12)months thereafter,neither party will solicit for a permanent or other position any employee or subcontractor of the other party to whom that party was introduced as a result of this ORDER/PROPOSAL. Should a party solicit andlor hire such an employee or contractor from the other party,the soliciting andlor hiring party shall pay to the other party an administrative fee equal to 1 year's salary of the employee's new salary at the soliciting and/or hiring party's new company. 8. Equal Opportunity/Affirmative Action Employer. PRESIDIO is an Equal Opportunity/Affirmative Action Employer.All qualified applicants will receive consideration for employment without regard to race,age,color,religion,gender,national origin,disability,sexual orientation,or veteran status. 9. Export Law Compliance.CLIENT has been advised that all Products purchased hereunder and PRESIDIO Confidential Information are subject to the U.S.Export Administration Regulations.CLIENT agrees to comply with all applicable United Slates export control laws,and regulations,as from time to time amended,Including without limitation,the laws and regulations administered by the United States Department of Commerce and the United States Department of State, 10. Document Control/Responsibility. CLIENT Is responsible for maintaining its own procedures for the reconstruction of lost or altered files,backup or saving of data or programs to the extent deemed necessary by CLIENT and for actually reconstructing any lost or altered files,data or programs. PRESIDIO assumes no responsibility for the protection of CLIENT'S data. PRESIDIO is not liable for damage to software or data caused by service to the computer hardware equipment. CLIENT agrees that it shall have the sole responsibility for safeguarding the software and data during service work performed by PRESIDIO. PRESIDIO is not liable for software damage due to any outside factor,i.e.software virus. if. Force Majeure. Neither party shall be liable for any failure or delay in performance of its obligations hereunder where such performance is prevented or delayed by causes beyond its reasonable control,Including without limitation,Flood,war,embargo,strike or other labor dispute,riot,acts of God or the intervention of any government authority. 12. Choice of Law and Venue. The parties will attempt to settle any claim or controversy arising under this ORDER/PROPOSAL through consultation and negotiation in good faith and a spirit of mutual cooperation.This ORDER/PROPOSAL and all matters relating thereto shall be governed exclusively by the substantive law of the State of Texas. Any dispute relating directly or indirectly to this ORDER/PROPOSAL or any other contract or agreement between the parties which cannot be resolved through the process of consultation and negotiation shall be brought in a court of competent jurisdiction in Dallas County,Texas, that being the exclusive venue for any dispute between or any claims held by any of the parties to this ORDER/PROPOSAL. 13. CLIENT Credit.As an inducement to provide the Services and/or the Products,CLIENT hereby represents and warrants that it Is solvent,that it pays Its obligations as they come due.CLIENT agrees that PRESIDIO that PRESIDIO has the right to obtain the credit history of the applicant and z` s*� $, g Quote#:11493220-02 s G� }E Date:03/18/2014 9 `a �-� Page:3 0(3 authorizes PRESIDIO to secure such information by its signature herein. 14. Financing. In the event CLIENT finances the Products and/or Services on the ORDERIPROPOSAL via a lease,CLIENT shall remain ultimately responsible for all payments to PRESIDIO and for providing all requisite information and documentation to the third party financing/leasing company, 15. Miscellaneous, This ORDERIPROPOSAL constitutes the entire agreement of the parties and supersedes all prior written or oral agreements, representations and understandings relating to the subject matter hereof,with the exception of a valid Master Services and Product Agreement between the parties under the terms of which this ORDER/PROPOSAL shall be incorporated.This ORDER/PROPOSAL shall not be amended or modified except by written instrument signed by the parties.Should additional work beyond the scope of the Services detailed herein by PRESIDIO be requested by CLIENT,fees for such additional Services will be negotiated with CLIENT prior to performing such work and will be memorialized in writing between the Parties by utilizing a Project Change Request form("PCR")or an additional ORDER/PROPOSAL,as appropriate.PRESIDIO will invoice CLIENT for any additional work performed and expenses incurred which are not described in this ORDER/PROPOSAL.The Parties agree that neither may assign its rights or duties under this contract without the prior written consent of the other Party,which consent shall not be unreasonably withheld.Each party has had an opportunity to consult with advisors of its own choosing,including legal counsel and/or accountants and has been advised regarding the legal and/or tax effects of this document. 16. Severability. The provisions of this Agreement are severable.If any provision of this Agreement or its application to any person or circumstance is ever held by any court of competent jurisdiction to be invalid for any reason,the remainder of this Agreement and the application of such provision or part of this Agreement to other persons or circumstances shall not be affected. Each party has had an opportunity to consult with advisors of its own choosing,including legal counsel and/or accountants and has been advised regarding the legal and/or tax effects of this ORDER. Customer hereby authorizes and agrees to make timely payment for products delivered and services rendered,including payments for partial shipments Customer signaure Date , 0 \Lq \ _ _ CD J G % ` - - \ J = » $ \ / \ / / / / } { $ / \ ) / _ \ / \ 3 � , i ) / 0 } \ ( \ k0 � ) \ _ G f ) = y-g00 6 0 0 $ E32 = A � \ - @ / { { m } / D 2 S ) \ \ 2 aco _ _ & U { k ( / ) \ @ \ \ \ ( \ � »/ ( � / or « 3 e k $ ) 5 - ( } _ = / ` t0 4jJ £ 0 \ \\ e \ \ \ O \ 4-0 { / \ - � o ) » ` }) 0 m \ s k/ (D e \ 0 ° = o < Of = f , ) t { $ \ } ± rL > { / L £ REQUEST FOR MAYOR'S SIGNATURE T Please Fill in All Applicable Boxes Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator; James Endicott Phone (Originator): 4620 Date Sent: 4/7/2014 Date Re uired: 4/9/2014 Return Signed Document to: CONTRACT TERMINATION DATE: Jaynes Endicott VENDOR NAME: INX Inc. DATE OF COUNCIL APPROVAL: C;,r,f. Brief Explanation of Document: This contract will renew our maintenance to provide 24/7 Commvault Premier support. Commvault is our back up, content indexing, and public records request search engine. All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) E� Received: �gI Approval of Law Dept.: i 9 t,i i Law Dept. Comments: ��� � r eta a a1pj I" Date Forwarded to Mayor: r Shaded Areas To Be Completed By Administration Sta f'f;v Received; ] Recommendations and Comments: RECEIVED Disposition. i� °L,`� f� �'`rbcdr 4, C r t J CITY OF kENT CITY CLERK Date Returned: rf i