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HomeMy WebLinkAboutIT14-162 - Original - Presidio Networked Solutions Group, LLC - Commvault Upgrade Consultant - Records M £� eme ZKENTt=rf Document WASHINGTON 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: Presidio Vendor Number: 800752 JD Edwards Number Contract Number: HIM y This is assigned by City Clerk's Office Project Name: Commvault Upgrade Consultant Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: Termination Date: Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Sean Kelsey Department: Information Technology Detail: (i.e. address, location, parcel number, tax id, etc.): Effective date begins once implementation is started. Contractor has 7 days post implementation date to complete services. S:Public\RecordsManagement\Forms\ContractCover\adce7832 1 11/08 V/A9 HINDi DN GOODS & SERVICES AGREEMENT between the City of Kent and Presidi® 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 I 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 within 7 days of implementation. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $17,520, 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) 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) 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. i 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) 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 j 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 OEMS 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) 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) 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$10,000.00, including WSST) DocuSign Envelope ID:B61BD9D9-9A96-49FD-95C5-9BC1E3A43AFD i IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. VENDOR: CITY OF KENT: r oocoefgnea by: By: S D?tUr (AJnV)-�i By: 7cFcoeeini ff,,l�signature) (signature) Print Name: ��Sjstopher cagnazzi Print Name: Sjzette Cooke Its CFO Its �- -Mayor DATE: (title)6/24/2014 DATE: 12 / NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Andrew Rosenbaum Sean Kelsey Presidio Networked Solutios Group, LLC City of Kent 1955 Lakeway Drive Ste 220 220 Fourth Avenue South Lewisfille, TX 75057 Kent, WA 98032 469-549-3800 (telephone) (253) 856-4611 (telephone) 469-549-3888 (facsimile) (253) 856-4700 (facsimile) I APPROVED AS TO FOR Kent Law Departments [In IM1Is Oeld,you may enle/the eledm,h,nlepaW 0h9M We conlgel his teen seve$) GOODS &SERVICES AGREEMENT - 7 (Over$10,000.00, including WSST) 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. S. 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: For: Title: Date: I EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 I 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. j 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 of 3 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 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 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 $1,000,000 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 Automobile 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 EXHIBIT (Continued) thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive.a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. I i i PRESINC-01 MCOL162019 SH"CERTIFICATE OF LIABILITY INSURANCE oA141221a014 n 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 statementon this certificate does not confer rights to the certificate holder in lieu of such endorsements. PRODUCER CNAhONTA fE:C _ The Addis Group LLC PHONE ,(610)279-8550 ac No);(610)279-8543 2500 Renaissance Blvd.,Suite 100 EMAIL King Of Prussia,PA 19406 ADDRESS:__ _ INSURER(S)AFFORDING COVERAGE NAICV _ INSURERA:Great Northern Ins.Co./Chubb 20303 _ INSURED INSURERB:Federal Insurance Co(Chubb) 20281 Presidlo Networked Solutions Group,LLC INSURERC:Zurich American Insurance Co. _ 16536 1955 Lakeway Dr.,Ste.220 _INSURERD:Travelers Property Casual 26674 Lewisville,TX 75057 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOWHAVE BEEN ISSUED TOTHE INSURED NAMEDABOVE FORTHE POLICYPERIOD 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 SUBJECTTO ALLTHETERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR rypE OF INSURANCE SUER pOLICY NUMBER MMIDOAYYY MWObNYYY LIMITS Tft A X C01dMERCIAL GENERAL LIABILITY EACHOCCURRENCE $ 1,000,000 CIAIMS.MADE ❑X ISES E tv OCCUR X 35852422 10/01/2013 10/01/2014 E TEO 1,000,000 PREM $ MEDEXP(A w Paaoo $ 10,000 PERSONAL B ACV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICYajR)T' LOC PRODUCTS-COMP/OP AGO $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY EO a dd.1 D�INGLE IT b 1,000,000 A 11 ANY AUTO X 73643321 10101/2013 10/01/2014 BODILY INJURY(Perperson) S ALL OWNED SCHEDULED BODILY INJURY(Peraaidant) S AUTOS AUTOS NON-0WNED PR PERT A AGE S HIREDAUTOS AUTOS Peraaidenl _,_r__ $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 16,000,000 B EXCESS LIAB CLAIMS-MADE X 79867023 10/0112013 10/01/2014 AGGREGATE $ DIED RETENTION$ Aggregate $ 15,000,006 WORKERS COMPENSATION X STATUTE OTH AND EMPLOYERS'LIABILITY ER C ANY PROPRIETORIPARTNEWLXECUTNE YIN NIA G980931000 03/01/2014 0310V2016 E.L.EACHACCIDENT S 11000,000 OFFICERIMEMBER EXCLUDED➢ (Mandabty In Nu E.L.DISEASE-PA EMPLOYE $ 1,000,000 Ifyes,deswPo under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 B Errors&Omissions 35983225 10101/2013 10/01/2014 Occur/Agg 10,000,000 D Transit-Spec Form QT6600453B298 10/01/2013 10/0112014 Limit 1,500,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD in,Additional Ramarke Schedule,may be attached if more spate Is required) Certillcote 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. tKent.WA 98032 ©1938-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014f01) The ACORD name and logo are registered marks of ACORD Liability Insurance Endorsement PoffnyPedod OCTOSER 1, 2013 TO OCT033HR 1 , 2014 150 01tvo Dole ocmuLilt 1,2012 Fundy Number 558&?A•72Pi•IL Insured PR£SIDIOFfOLDINOS RdC, Nomootcompany oRBATIiol(11.191W11,18011ANCSCOMPANY Pala fsauad ocTOBM 1, 2013 This iSndorsement applics to the following fi lms; 013NERA[,LIABILITY - Under Who Is An Insured,tho folloydng provisions,added. Who Is An Insured Adddfonel Insured- yWAonsDrDl'gN11Zat1on99hnrWllrglOSCIIod111Cfl1'elllsnr&la;but lJoy,aro insureds only lfyouate SvhoduledPerson ohllgnRdpmsuanllouvonhvoloragcnmonUoprnvtdothomwllhatloiinsunucvaslaaffordedby OrOrganl%alfort p,mranay, Howcvcg tho person of ulgon{2allonls an Immorrod Duly: if nod than only to Iho extmH the person or orgnniaation Is described In Ito 840daie; to the extent such contractor ngrcomentrequh'cs lho poison or orgnnkaHnn(a box ambled status as an iusnr'ed; fm'aallvltbs that did not occur,In rvholo or In par,baforo the oxecutinnof Ilto contract or sgtcomengand with rospeotto damugos,loss,oust or exponsefor hlluty ordarustle to which this hrsuranco uppllos• No porson or ulgatllallon(s on In9hr'ed under 1h15 provision; Ihutis o0mr provision ol'tiw Moto I'm Insorcd seolon(regar(Ilocsorany I Initiation opal Ion blethorolo). with nospeotlo any osmmpdml of liahlllly(orsnnthcrperson ar 0%onlution)by them in a eora ad or agrecmontTbis Ibollndon d6es 1101 apPly(o 010liability for doinagog loss,cost or oxponso fm9nJuly or damogo,m which dds brsurnnco oppVes,that Ihoporsmr or organixatlon would havo In the absulce orsucll eonb•aotrn•ograemeat, I i LInhllffY lnsl+mnco Add!!Iona!lrkulDd-SchnAy r�9 rtnlva(bn m'anued +.Y pawn f form 00 e2.2aeY(r7ev.tl 0%J Enchimoment L(ab11(ty Endorsorgen4 ._ (coLitl»ued) Under Coaditlome,the following prevlslon Is added to die condition filed other rnstingeo. Conditions Otherinsuranoe— Ifyou ma obilgoted,pursmatto a eedraotor ugrcotnenl,to provide lbo paraen orergotdeatlon Primary,Monoontrilbulory shown In the eclledulewldiprintery insnranoaauoh as is umrded by lhlspolloy,then In auoh onae Insurance—Solleduled thlsinsuronools primary and wowlllnot seek nonb•IbniloniVominsurnmmovalleblolo such pumun PorsanOrOrgenlxelpon ororpolmlon. Schedule Porsons or mgunlzations dtntyou are obllgarnd,pursuant tog conlmotof aginoment,to prmi'do widr auch limumnooas Is ntthrdod by this polioy, All ofilu terms and wucfllioosromain uuohnngod. AulhorlWMpromintallvo Liability lasurance Addnlonntlosured-Sthsrlplgy{'p7p{y(,R/ noon leslpapo 1`wm a002.2pB7(Reu b•07) Eadoraemont page p I EXHIBIT Price Quote ®.T WAS n-n GTary i City of Kent April 17, 2014 Qu-" • ? '-' ote#:11430471-02 R i q I D +mac m Date:06/1912014 Page:1 of 3 Title:Commvault Services To:Chris Beagle From:Brandon Vasks City of Kent,WA Presidia 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: Email:bvasks@pmsidio.com Account Manager:Marlon Taylor s- 1111111 11111111111111111111111111111111,a 1 FXTRVL-CONS Fixed Price Travel Expenses-fixed price per day perconsullant 7 $500.00 $3,500.00 2 IC-CONSDBP Consulting on and coreproductconfiguratlon for MSFT databases 5 $2,500.00 $12,500.00 and applications,file systems,deduplication,replication Sub Total: $16,000.00 Grand Total: $16,000.00 i Quote#:11430471-02 Date:06/19/2014 PRESIDIG. 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 Ali the Master Services&Product Agreement shall govem to the extent that they are inconsistent with this ORDERIPROPOSAL. 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 Prosodic Networked Solutions Group,LLC's("Prasidio 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 ORDER/PROPOSAL.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 ORDER/PROPOSAL,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 ORDER/PROPOSAL,Projects shall be deemed accepted upon the earlier of PRESIDIO's receipt a signed Project Completion and Acceptance documentwhich 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,and/or its licensors retain all patents and/or 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 li of the Services provided shall be subject to the vendors,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 CLIENTS 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 parties 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 informaton 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 CLIENT'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 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;(ii)any hardware,and(tit)any services provided by any third party. 7. Non-Solicitation Provision. During the term of this ORDER/PROPOSAL 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 and/or hire such an employee or contractor from the other party,the soliciting and/or 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. 6. 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 Stales 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. it. 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 orcontroversy 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 ORDERIPROPOSAL, 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 quote#:11430471-02 Date:00/19/2014 - , Page:3 of 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 ORDER/PROPOSAL 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 ORDER/PROPOSAL constitutes the entire agreement of the parties and supersedes all priorwrilten or oral agreements, representations and understandings relating to the subject matter hereof,with the exception of a valid Master Services and Product Agreement bahveen 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")oran additional ORDERIPROPOSAL,as appropriate.PRESIDIO will invoice CLIENT for any additional work performed and expenses incurred which are not described In this ORDERIPROPOSAL.The Parties agree that neither may assign its rights or duties under this contract without the priorwritten 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. 10. 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 Signature Date i I s D N T� cna3 y go -4 a mcO , = I = ' 0 0 331A ® .q (D I m Q _ CC , a y < n X G N (mn ® j- 3 O (D n -1 D N ti. p' (DC CA a o 70 G) 0 o (D3 G o h _ o 3 n x w m O w CD O -a N• = m v z 3 N rto + m w = O z - m 3 (D 0- CD o o@ ; ..,, o rr m (Do. i A F CD cl) O (D C C Q ^ (D Q !c O `- -• c� m o (Dro � 3 yCD O a n KAC rf (,D. 0 (D CD C S 7 ® N CD CI O N O C N O w Ll O < j E N O 6 -t, 3' C p p C W N S M Q (D O O w n' p CD t9 o_ m CD c O 0 O R (D m 3 (mn w 3 CD p -u < O O O cn �G * m (D m a a a CD < p N c � (D Z a �v (D -I m 0 o W X'< oo `C 0 (D 1 0 o p t o � � CD pJi Q N W O (D N O d ( K a 4 (D p Ui ((DD N N J a N !"' N S 7 O_ O y O o o 00 � 4 -n p yW o o N N N m -O x o o rn 0 w CO (D m o m V N r (D O O N K � Ot Ut O W W - N N O (D O O O N N O O O O O O o 0 REQUEST FOR AYOR'S SIGNATURE T Please Fill in All Applicable Boxes Routing Information (.ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator: Sean Kelsey Phone (Originator): 253-856-4611 Date Sent: 6/23/14 Date Required: 6/30/14 Return Signed Document to: Sean Kelsey CONTRACT TERMINATION DATE: 7 Days after work begins VENDOR NAME. Presidio Networked DATE OF COUNCIL APPROVAL: N/A Solutions Group, LLC Brief Explanation of Document: This contract will hire professional services to come on-site and upgrade the CommVault from version 9 to version 10. This upgrade will enhance the ability to perform data backup, content indexing, and public records request searches. All Contracts Must Be Flouted Through The Law Department (This area to be completed by the Law Department) /^ 4 A Received: a xYjx Approval of Law Dept.: Law Dept. Comments: is r as eP J Date Forwarded to Mayor: Shaded Areas To Be Completed By Administratap 'RECEReceived: I Recommendations and Comments: IN 21 Disposition: CITY OF KENT'CITY CLERK�� r r � Date Returned: