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HomeMy WebLinkAboutCritical Insight, Inc. - Incident Assistance Services Retainer C Critical Insight Critical Insight, Inc. City of Yakima Name Garrett Silver Name Vicki Baker Title Chief Executive Officer Title City Manager Signature Signature box SIGN 1V76J766-4LPJKVRX Date Nov 8, 2024 Date I a I a 12-0a-y- CITY CONTRACT NO: s ) 5 RESOLUTION NO: A)IA For Internal Purposes. Contents will be Confirmed in the DealRoom and Fully Render Upon Signature Company& Billing Information Company Legal Name: Billing Street: 129 N 2nd Street Billing Contact Name: Billing City: Yakima Billing Phone: Billing State: WA Billing Email: Billing Zip: 98901 Purchase Order Required: Affiliate: OMNIA Critical Insight®and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 3/16 EXHIBIT A Cr.41.04b ri •ica nsi • ht CITY OF YAKIMA INCIDENT ASSISTANCE SERVICES RETAINER SCOPE OF WORK 09-03-2024 Presented To: Submitted by: John Carney John-Luke Peck Manager, IT Operations Consulting Practice Director City of Yakima Critical Insight, Inc. 129 N 2nd Street, Yakima, WA, US, 98901 500 Pacific Ave., Suite 650 john.carney@yakimawa.gov Bremerton, WA 98337 (509) 249-6804 (425) 508-5150 JLP@Criticallnsight.com Critical Insight®and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 4/16 NOTICE Critical Insight, Inc. has made every reasonable attempt to ensure that the information contained within this statement of work is correct, current and properly sets forth the requirements as have been determined to date. The parties acknowledge and agree that the other party assumes no responsibility for errors that may be contained in or for misinterpretations that readers may infer from this document. NON-DISCLOSURE STATEMENT The information in this document is Critical Insight, Confidential, and cannot be reproduced or redistributed in any way, shape, or form without prior written consent from Critical Insight, Inc. TRADEMARK NOTICE 2024 Critical Insight, Inc. All Rights Reserved, Critical Insight®, the Critical Insight, and Kraken logos and other trademarks, service marks, and designs are registered or unregistered trademarks of Critical Insight, in the United States and in foreign countries. © Copyright 2024 Critical Insight, Inc. Critical Insight®and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 5/16 General Information Background & Objectives Purpose This SOW presents Critical Insight's approach and methodology for on-demand Incident Assistance Services Retainer for City of Yakima. These services, when needed, may include: • Incident triage and response • Forensic analysis • Disk imaging • Event reconstruction • Preservation of evidence and legal hold • A dark web search stolen data • Assessment of web and network data compromise • Messaging to Customer, regulators Services are requested by email to our IR Retainer address or using or Critical Response Hotline at (800) 604-4810. A response to an incoming request will receive an email or phone reply within 2 hours. In most cases, the response process and information gathering will begin as soon as that reply to the incoming request is made, but the full resources of the IR team will be brought to bear on the effort within 24 hours or within 72 hours, at the Customer's discretion. This SOW includes: • Scope of Work - Critical Insight's methodology for assisting and supporting City of Yakima's technology & executive teams, and the scope of work that will be performed • Deliverables - Description of the deliverables for this project • Project Assumptions - any assumptions that were used to derive the scope of work or pricing for this engagement Critical Insight®and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 6/16 Key Business and Technical Contacts Customer Business Contact Information Name: John Carney Manager, IT Operations Mailing Address: City of Yakima 129 N 2nd Street, Yakima, WA, US, 98901 E-Mail Address: john.carney@yakimawa.gov Phone Number: (509) 249-6804 Critical Insight Business Contact Information Name: John-Luke Peck Consulting Practice Director & Critical Insight dCISO Mailing Address: Critical Insight, Inc. 500 Pacific Ave., Suite 650 Bremerton WA 98337 E-Mail Address: JLP@Criticallnsight.com Phone Number: (425) 508-5150 Critical Insight®and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 7/16 Service Description and Scope This section provides a description of services, scope of activity, and support requirements associated with the services. General Description The work and scope are not defined until the request for services is made but will consist of incident response assistance and forensics activities. No expert witness services, such as testifying in court are included in this SOW. Critical Insight will respond by phone or email within 2 hours of initiation of a request for assistance. We require a call to the IR Assistance Phone line or an email to the IR Assistance email address to initiate IR Assistance services and prefer use of both in tandem to allow for the most rapid response. If you suspect your email system may be compromised, use a non-business email to initiate contact such as Gmail, etc. If you suspect your phone has been compromised, use someone else's phone or email. Indicate if this is Emergency Response, up to 24 hours for full resource deployment, or Rapid Response, up to 72 hours for full resource deployment in your communication. For 24-hour Emergency Response requests, you will receive a phone response to the service initiation request within 2 hours to begin the response process, but often we are in contact with you within 20 minutes if not immediately upon incoming communications. The full IR resources which may include boots-on-the-ground response, forensics, detailed log analysis, or other services will be available within 24 hours of initiation of services, though we commonly are conducting those activities within hours. If you are making a request for the 72-hour response time, indicate that in the communication and we will contact you by the close of business that day, or if the request comes in after hours, by 10:00 AM the next morning. To request IR Assistance: • Email - IncidentAssitance@Criticallnsight.com • Phone - 1 (206) 687-9100, press 1 (12066879100,,,1 for speed dial) Or • 1 (206) 687-9100, press 9 We will provide disk imaging and forensic analysis software for hard disk analysis. If City of Yakima uses and requires a specific forensics analysis suite, some cross training may be required prior to our use of City of Yakima system if it is different than the tools we use. NOTE: This is a retainer contract with all fees paid up front. Hours will be lost if they are not used within 90 days after the IR Retainer term, which is 1 year/365 days from the execution of this SOW. This allows a full year of IR Retainer, with a 90 period after the full Critical Insight®and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 8/16 year to repurpose and use those hours. These hours can be repurposed for any service we offer but requires at least 4 weeks lead time to schedule alternate work. Scope of Activity The scope outlined below depicts the scope of activity associated with this engagement. Table 1: Notification Lead Time Statement Lead Time for Emergency Response Onsite Requests 24-hour notice Lead Time for Rapid Response Onsite Requests 72-hour notice IR Retainer Period One Year from Contract Signing Contract Period One Year from Contract Signing plus 90 days Incident triage and response Once City of Yakima has stabilized the situation, we can further assist onsite based on the request for services at one of the two Rapid Response rates shown in Table 1 . Notification Lead Time Statement above. Our services may include: • Assist in execution against an existing Incident Response plan • Response strategies and tactics • Advisor to Incident Manager, Executives, Legal Forensics Computer forensics is the process of examining and preserving data found in computers systems, digital storage mediums or on networks in order to determine as much as possible about a security incident including: • Identification of how it occurred • Root cause analysis to determine why it occurred • Collection of evidence of suspected misuse • Documentation of policy violations • Documentation of potentially unlawful activities or actions Critical InsightQ9 and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 9/16 Working with Legal, IT, InfoSec, Compliance, Business Unit and Risk Managers to provide value to all effected parts of the business, Critical Insight will provide a forensic examination of a laptop systems and review log sources in order to assist in identifying any malicious or unauthorized activity. The project activities will be performed both onsite and remotely. Critical Insight"and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 10/16 Schedule Period of Performance City of Yakima understands and agrees that changes in critical factors (such as those listed below in Project Change Control, or a delay in signature of this document) may impact Critical Insight's ability to meet certain dates. Project Start Date: Within Thirty (30) days of Effective Date Project Completion Date: Within One (1) Year of Start Date plus Ninety (90) days Project Change Control Critical Insight has made every attempt to accurately estimate time required to successfully complete the project. City of Yakima acknowledges and agrees that if impediments, complications, or City of Yakima requested changes in scope arise, these factors are out of the control of Critical Insight, and the length of the project and associated price could be impacted. Examples of valid impediments, complications, and changes in scope consist of (but are not limited to): • City of Yakima initiated delay where City of Yakima is not prepared to allow Critical Insight to begin work on the agreed upon start date thus resulting in additional cost to Critical Insight for resources that have been sent to City of Yakima's site but cannot begin the Services • City of Yakima provided information necessary for timely delivery by Critical Insight is not accurate • Delays or problems associated with third party telecommunication equipment o This includes, but is not limited to, cabling, servers, routers, hubs, and switches managed or installed by third parties • Malfunctioning hardware • Inability to access equipment or personnel that are required to complete the project • Conflicts or incompatibilities associated with the installation of hardware or software installed by Critical Insight • City of Yakima increases the scope of services requiring additional labor, hardware, software, materials, travel, lodging, meals, or other direct costs If any change(s) from impediments, complications, or City of Yakima changes in the scope of services cause an increase or decrease in the price or level of effort of the SOW, or the Critical Insight®and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 11/16 time required for the performance of any part of the work to be accomplished hereunder, whether or not such work is specifically identified in the written change, then the price, delivery schedules and other affected provision(s), if any, as applicable, shall be equitably adjusted and this SOW shall be modified in writing by the mutual agreement of the parties in accordance with this Section. Critical Insight®and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 12/16 Service Deliverables Description Critical Insight has no predefined deliverables as part of this project. Critical Insights and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 13/16 Assumptions Critical Insight used the following assumptions during development of this SOW. Any changes to these assumptions may affect the price and schedule commitments. • City of Yakima will provide Critical Insight access to the business, customer, and technical information, and facilities necessary to execute the solution • City of Yakima will provide Critical Insight on-site and off-site access to documents necessary for this assessment • City of Yakima will ensure that appropriate personnel are available to meet with Critical Insight, as necessary • Layer-3 devices will allow the protocols needed to discover and identify network services • Critical Insight will have approved access to vendors, for the purpose of obtaining device configurations, network diagrams, and details on monitoring or other processes that are performed on behalf of City of Yakima o If required, City of Yakima will assist with obtaining this access • During this engagement, any vulnerabilities, sensitive data, or configuration data found will not be exploited or disclosed except to specified Customer staff • Discovery and investigation processes should not interrupt any processes or services or cause any impact to the availability of operations • Critical Insight will not be obligated to extend engagements when delays result from City of Yakima's inability to meet stated prerequisites prior to an engagement, nor when delays result from City of Yakima personnel not being available to provide required support • During this effort, Critical Insight will not be responsible for negotiations with hardware, software, or other vendors, or any other contractual relationship between Customer and third parties o Critical Insight, at the request of City of Yakima, will provide input to City of Yakima regarding optimal product or vendor selection • Critical Insight will perform the work between 8:30 a.m. and 5:00 p.m. (local time) • As technical testing is included in the SOW which could require after-hour and weekend work, Critical Insight agrees to provide services as indicated below: After-hours upon request? Yes ® No ❑ Weekend upon request? Yes ® No ❑ Critical Insight®and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 14/16 Location of onsite services? All work can be conducted remotely Or City of Yakima 129 N 2nd Street, Yakima, WA, US, 98901 Critical Insight®and the Critical Insight logo are the trademarks of Critical Insight,Inc. 02024 Critical Insight,Inc.All rights reserved. 15/16 Cost NOTE: The entire value of this IR Retainer Service will be paid in advance and payment is due on the Effective Date. All hours must be expended no later than 90 days after the IR Retainer expires one year from the Effective Date. No rollover of hours will occur when this contract expires, and unused hours will be lost if not used within 90 days of contract expiration. Travel and Expense Reimbursement Travel, meals, lodging, and other direct costs for the described effort are not expected for this project and are not included in the quote above. When travel, meals, lodging, and other direct costs for the described effort are incurred, those expenses shall be reimbursed by City of Yakima at actual cost. Critical Insight®and the Critical Insight logo are the trademarks of Critical Insight,Inc. ©2024 Critical Insight,Inc.All rights reserved. 16/16 EXHIBIT B Addendum to Critical Insight Statement of Work Quote ID:Q-17851-1 1. Agency Relationship between City and Critical Insight Critical Insight shall, at all times, be an independent Contractor and not an agent or representative of City with regard to performance of the Services. Critical Insight shall not represent that it is, or hold itself out as, an agent or representative of City. In no event shall Critical Insight be authorized to enter into any agreement or undertaking for, or on, behalf of City. 2. Successors and Assigns a. Neither the City, nor Critical Insight, shall assign, transfer, or encumber any rights, duties, or interests accruing from this Contract without the prior written consent of the other. b. Critical Insight for itself, and for its heirs, executors, administrators, successors, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Critical Insight. 3. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be surrendered to the City upon demand. All information concerning the City and said project which is not otherwise a matter of public record or required by law to be made public, is confidential, and Critical Insight will not, in whole or part, now or at any time disclose that information without the express written consent of the City; provided, that no such consent is required in the event dislcosure of such information is compelled by law or legal process. 4. Inspection and Production of Records a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Critical Insight of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. Critical Insight shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. Critical Insight's records relating to the Services will be made available to the City for inspection upon the City's reasonable written request submitted not less than ten (10) business days prior to the desired inspection date. b. Critical Insight shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 1 of 11 City. Until the expiration of six (6) years after final payment of the compensation payable under this Contract, or for a longer period if required by applicable law or, if applicable, by the Washington Secretary of State's record retention schedule, Critical Insight shall retain and provide the City reasonable access to (and the City shall have the right to examine, audit and copy) all of Critical Insight's books, documents, papers and records which are related to the Services performed by Critical Insight under this Contract. If any litigation, claim, or audit is started before the expiration of the six-year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. c. All records relating to Critical Insight's services under this Contract must be made available to the City, and the records relating to the Services are City of Yakima records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. The terms of this section shall survive any expiration or termination of this Contract. 5. Compliance with Law Critical Insight agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise, having jurisdction over the parties and/or the subject matter hereof, including policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now exist or may hereafter be amended or enacted. Critical Insight shall procure and have all applicable and necessary or required permits, licenses and approvals of any federal, state, and local government or governmental authority having jurisdiction over Critical Insight or this project, and shall pay all related charges and fees, and shall timely give all notices necessary and incidental to the due and lawful execution of the work. a. City Business License. Because this is a retainer agreement, if services are needed, Critical Insight must procure as soon as feasible a City of Yakima Business License and pay all charges, fees, and taxes associated with said license. b. Critical Insight must provide proof of a valid Washington department of Revenue state excise tax registration number, as required in Title 85 RCW. c. Critical Insight must provide proof of a valid Washington Unified Business Identification (UBI) number. Critical Insight must have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.101 or 36.12.065(3). Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 2 of 11 d. Critical Insight must provide proof of a valid Washington Employment Security Department number as required by Title 50 RCW. e. Foreign (Non-Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to submitting a proposal, it is specifically understood and agreed that any such corporation will promptly take all necessary measures to become authorized to conduct business in the City of Yakima, at their own expense, without regard to whether such corporation is actually awarded the contract, and in the event that the award is made, prior to conducting any business in the City. 6. Nondiscrimination Provision During the performance of this Contract, Critical Insight agrees as follows: Critical Insight shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age, marital status, sexual orientation, gender identity, pregnancy, veteran's status, political affiliation or belief, or the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et seq.). This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. In the event of Critical Insight's noncompliance with the non-discrimination clause of this contract or with any such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Critical Insight may be declared ineligible for any future City contracts. 7. Pay Transparency Nondiscrimination Provision Critical Insight will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c) consistent with the Critical Insight's legal duty to furnish information. 8. Indemnification and Hold Harmless Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 3 of 11 a. Critical Insight shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Critical Insight agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this Agreement or the acts, failures to act, errors or omissions of the Critical Insight, or any Critical Insight's agent or subCritical Insight, in performance of this Agreement. b. Industrial Insurance Act Waiver. It is specifically and expressly understood that Critical Insight waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Critical Insight's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Critical Insight shall require that its subCritical Insights, and anyone directly or indirectly employed or hired by Critical Insight, and anyone for whose acts Critical Insight may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Critical Insight and the City, Critical Insight's liability, including the duty and cost to defend, shall be only to the extent of Critical Insight's negligence. d. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. e. The terms of this Section shall survive any expiration or termination of this Contract. 9. Critical Insight's Liability Insurance At all times during performance of the Services and this Contract, Critical Insight shall secure and maintain in effect insurance to protect the City and Critical Insight from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. Critical Insight shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 4 of 11 Critical Insight shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure to provide the City with proof of insurance and/or to maintain such insurance outlined herein shall be a material breach of this agreement and a basis for termination. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Critical Insight's obligation to maintain such insurance. Critical Insight's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Critical Insight's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Critical Insight's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. If at any time during the life of the Contract, or any extension, Critical Insight fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Critical Insight shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Critical Insight carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 5 of 11 insurance maintained by Critical Insight is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Critical Insight under this contract. b. Employer's Liability (Stop Gap) Critical Insight and all subCritical Insight(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Critical Insight or its employees for services performed under the terms of this Contract. Critical Insight agrees to assume full liability for all claims arising from this Contract including claims resulting from negligent acts of all subCritical Insight(s). Critical Insight is responsible to ensure subCritical Insight(s) have insurance as needed. Failure of subCritical Insights(s) to comply with insurance requirements does not limit Critical Insight's liability or responsibility. c. Professional Liability The Critical Insight shall provide evidence of Professional Liability insurance covering professional errors and omissions. Critical Insight shall provide the City with a certificate of insurance as proof of professional liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this contract. If insurance is on a claims made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Contract. 10.Severability If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Contract are declared severable. 11.Delegation of Professional Services The services provided for herein shall be performed by Critical Insight, and no person other than regular associates or employees of Critical Insight shall be engaged on such work or services. Critical Insight shall not (by contract, operation of law or otherwise) Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 6 of 11 delegate or subcontract performance of any services to any other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation of subcontracting of performance of any of the services, with or without the City's prior written consent, shall relieve Critical Insight of its responsibility to perform the services in accordance with this Contract. Critical Insight shall be fully responsible for the performance, acts and omissions of Critical Insight's employees, Critical Insight's subCritical Insights, and any other person who performs or furnishes any services (collectively, the "Support"). Critical Insight shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the services. Critical Insight shall not represent that it is, nor hold itself out as, an agent or representative of the City. In no event shall Critical Insight be authorized to enter into any agreement or undertaking for or on behalf of the City. Neither the Critical Insight nor any employee of the Critical Insight is entitled to any benefits that the City provides its employees. The Critical Insight is solely responsible for payment of any statutory workers compensation or employer's liability insurance as required by state law. The Critical Insight will have an active account with the Department of Revenue, other state agencies as needed, and a separate set of books or records that reflect all items of income and expenses of the business that the Critical Insight is conducting. Critical Insight shall perform the services in a timely manner and in accordance with the standards of the profession. At the time of performance, Critical Insight shall be properly licensed, equipped, organized, and financed to perform the services in accordance with this Contract. Subject to compliance with the requirements of this Contract, Critical Insight shall perform the services in accordance with its own methods. 12.Licenses Critical Insight shall have a valid and current business license per Chapter 5.02 Section 5.02.010 of the Yakima Municipal Code covering this type of business and shall satisfy all applicable City Code provisions. Said license shall be obtained prior to the award of any contract. Inquiries as to fees, etc., should be made to the Office of Code Administration, telephone (509) 575-6121. In addition, Critical Insights are required to be registered by the State per Chapter 18.27 of the Revised Code of Washington and their registration number must be listed on the bid/RFP/quote. Critical Insight shall take all reasonable precautions to protect against any bodily injury (including death) or property damage that may occur in connection with the services. 13.Taxes and Assessments Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 7 of 11 Critical Insight shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Critical Insight shall pay the same before it becomes due. The City and its agencies are exempt from payment of all federal excise taxes, but not sales tax (currently at 8.3%). Tax will not be considered in determining which proposal is the lowest or best, however RCW 39.30.040 allows the City to take any sales tax and B&O tax that is will receive from purchasing supplies, materials and equipment within its boundaries into consideration when determining the lowest responsible Proposer. 14.Critical Insight Tax Delinquency Critical Insights who have a delinquent Washington tax liability may have their payments offset by the State of Washington. 15.Inspection: Examination of Records The Critical Insight agrees to furnish the City with reasonable periodic reports and documents as it may request and in such form as the City requires pertaining to the work or services undertaken pursuant to this Agreement. The costs and obligations incurred or to be incurred in connection therewith, and any other matter are to be covered by this Agreement. The records relating to the services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Critical Insight of responsibility for performance of the services in accordance with this Contract, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. Critical Insight shall provide the City sufficient, safe, and proper facilities and equipment for such inspection and free access to such facilities. 16.Confidential, Proprietary and Personally Identifiable Information Critical Insight shall not use Confidential, Proprietary or Personally Identifiable Information of City for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations there under. Critical Insight shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those directors, officers, employees, and agents ("Representatives")who have a business-related need to have access to such Confidential Information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract. Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 8 of 11 Critical Insight shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of the Confidential Information while in its possession or control including transportation, whether physically or electronically. Critical Insight shall ensure that all indications of confidentiality contained on or included in any item of Confidential Information shall be reproduced by Critical Insight on any reproduction, modification, or translation of such Confidential Information. If requested by the City in writing, Critical Insight shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain Confidential Information of the City, as directed. Critical Insight shall maintain all Confidential Information as confidential for a period of three (3) years from the date of termination of this Contract, and shall return or destroy said Confidential Information as directed by the City in writing. Critical Insight may disclose Confidential Information in connection with a judicial or administrative proceeding to the extent such disclosure is required under law or a court order, provided that the City shall be given prompt written notice of such proceeding if giving such notice is legally permissible. 17.Provision of Services Critical Insight shall provide the services set forth herein with all due skill, care, and diligence, in accordance with accepted industry practices, standards and legal requirements, and to the City `s satisfaction; the City's decision in that regard shall be final and conclusive. The City may inspect, observe and examine the performance of the services performed on City premises at any time. The City may inspect, observe and examine the performance of Critical Insight's services at reasonable times, without notice, at any other premises. a. If the City notifies Critical Insight that any part of the services rendered are inadequate or in any way differ from the Contract requirements for any reason, other than as a result of the City's default or negligence, the Critical Insight shall, at its own expense, reschedule and perform the services correctly within such reasonable time as the City specifies. This remedy shall be in addition to any other remedies available to the City by law or in equity. b. Critical Insight shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its subCritical Insights perform the services, and the Critical Insight shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and City work rules. 18.Assignment Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 9 of 11 This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Critical Insight to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Critical Insight stated herein. 19.No Conflict of Interest Critical Insight represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Contract. Critical Insight further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 20.Contract Preservation If any provision of the Agreement, or the application of such provision, shall be rendered or declared invalid by a court of competent jurisdiction, or by reason of its requiring any steps, actions or results, the remaining parts or portions of this Agreement shall remain in full force and effect. 21.Promotional Advertising / News Releases Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the City. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency. 22.Waiver of Breach A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Contract shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Contract, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 23.Force Majeure Critical Insight will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, pandemics, war, riot, delay in transportation or railcar transport shortages, provided Critical Insight notifies the City immediately in writing of such pending or actual delay. Normally, in the event or any such delays (acts of God, etc.) the date of delivery will be extended for a period equal to the time lost due to the reason for delay. 24.Survival Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 10 of 11 The foregoing sections of this Contract, 1-51 inclusive, shall survive the expiration or termination of this Contract in accordance with their terms. Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 11 of 11 Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 1. Agency Relationship between City and Critical Insight Critical Insight shall, at all times, be an independent Contractor and not an agent or representative of City with regard to performance of the Services. Critical Insight shall not represent that it is, or hold itself out as, an agent or representative of City. In no event shall Critical Insight be authorized to enter into any agreement or undertaking for, or on, behalf of City. 2. Successors and Assigns a. Neither the City, nor Critical Insight, shall assign, transfer, or encumber any rights, duties, or interests accruing from this Contract without the prior written consent of the other. b. Critical Insight for itself, and for its heirs, executors, administrators, successors, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Critical Insight. 3. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be surrendered to the City upon demand. All information concerning the City and said project which is not otherwise a matter of public record or required by law to be made public, is confidential, and Critical Insight will not, in whole or part, now or at any time disclose that information without the express written consent of the City; provided, that no such consent is required in the event dislcosure of such information is compelled by law or legal process. 4. Inspection and Production of Records a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Critical Insight of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. Critical Insight shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. Critical Insight's records relating to the Services will be made available to the City for inspection upon the City's reasonable written request submitted not less than ten (10) business days prior to the desired inspection date. b. Critical Insight shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 1 of 11 City. Until the expiration of six (6) years after final payment of the compensation payable under this Contract, or for a longer period if required by applicable law or, if applicable, by the Washington Secretary of State's record retention schedule, Critical Insight shall retain and provide the City reasonable access to (and the City shall have the right to examine, audit and copy) all of Critical Insight's books, documents, papers and records which are related to the Services performed by Critical Insight under this Contract. If any litigation, claim, or audit is started before the expiration of the six-year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. c. All records relating to Critical Insight's services under this Contract must be made available to the City, and the records relating to the Services are City of Yakima records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. The terms of this section shall survive any expiration or termination of this Contract. 5. Compliance with Law Critical Insight agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise, having jurisdction over the parties and/or the subject matter hereof, including policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now exist or may hereafter be amended or enacted. Critical Insight shall procure and have all applicable and necessary or required permits, licenses and approvals of any federal, state, and local government or governmental authority having jurisdiction over Critical Insight or this project, and shall pay all related charges and fees, and shall timely give all notices necessary and incidental to the due and lawful execution of the work. a. City Business License. Because this is a retainer agreement, if services are needed, Critical Insight must procure as soon as feasible a City of Yakima Business License and pay all charges, fees, and taxes associated with said license. b. Critical Insight must provide proof of a valid Washington department of Revenue state excise tax registration number, as required in Title 85 RCW. c. Critical Insight must provide proof of a valid Washington Unified Business Identification (UBI) number. Critical Insight must have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.101 or 36.12.065(3). Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 2 of 11 d. Critical Insight must provide proof of a valid Washington Employment Security Department number as required by Title 50 RCW. e. Foreign (Non-Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to submitting a proposal, it is specifically understood and agreed that any such corporation will promptly take all necessary measures to become authorized to conduct business in the City of Yakima, at their own expense, without regard to whether such corporation is actually awarded the contract, and in the event that the award is made, prior to conducting any business in the City. 6. Nondiscrimination Provision During the performance of this Contract, Critical Insight agrees as follows: Critical Insight shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age, marital status, sexual orientation, gender identity, pregnancy, veteran's status, political affiliation or belief, or the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et seq.). This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. In the event of Critical Insight's noncompliance with the non-discrimination clause of this contract or with any such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Critical Insight may be declared ineligible for any future City contracts. 7. Pay Transparency Nondiscrimination Provision Critical Insight will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c) consistent with the Critical Insight's legal duty to furnish information. 8. Indemnification and Hold Harmless Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 3 of 11 a. Critical Insight shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Critical Insight agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this Agreement or the acts, failures to act, errors or omissions of the Critical Insight, or any Critical Insight's agent or subCritical Insight, in performance of this Agreement. b. Industrial Insurance Act Waiver. It is specifically and expressly understood that Critical Insight waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Critical Insight's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Critical Insight shall require that its subCritical Insights, and anyone directly or indirectly employed or hired by Critical Insight, and anyone for whose acts Critical Insight may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Critical Insight and the City, Critical Insight's liability, including the duty and cost to defend, shall be only to the extent of Critical Insight's negligence. d. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. e. The terms of this Section shall survive any expiration or termination of this Contract. 9. Critical Insight's Liability Insurance At all times during performance of the Services and this Contract, Critical Insight shall secure and maintain in effect insurance to protect the City and Critical Insight from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. Critical Insight shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 4 of 11 Critical Insight shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure to provide the City with proof of insurance and/or to maintain such insurance outlined herein shall be a material breach of this agreement and a basis for termination. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Critical Insight's obligation to maintain such insurance. Critical Insight's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Critical Insight's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Critical Insight's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. If at any time during the life of the Contract, or any extension, Critical Insight fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Critical Insight shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Critical Insight carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 5 of 11 insurance maintained by Critical Insight is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Critical Insight under this contract. b. Employer's Liability (Stop Gap) Critical Insight and all subCritical Insight(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Critical Insight or its employees for services performed under the terms of this Contract. Critical Insight agrees to assume full liability for all claims arising from this Contract including claims resulting from negligent acts of all subCritical Insight(s). Critical Insight is responsible to ensure subCritical Insight(s) have insurance as needed. Failure of subCritical Insights(s) to comply with insurance requirements does not limit Critical Insight's liability or responsibility. c. Professional Liability The Critical Insight shall provide evidence of Professional Liability insurance covering professional errors and omissions. Critical Insight shall provide the City with a certificate of insurance as proof of professional liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this contract. If insurance is on a claims made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Contract. 10.Severability If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Contract are declared severable. 11.Delegation of Professional Services The services provided for herein shall be performed by Critical Insight, and no person other than regular associates or employees of Critical Insight shall be engaged on such work or services. Critical Insight shall not (by contract, operation of law or otherwise) Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 6 of 11 delegate or subcontract performance of any services to any other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation of subcontracting of performance of any of the services, with or without the City's prior written consent, shall relieve Critical Insight of its responsibility to perform the services in accordance with this Contract. Critical Insight shall be fully responsible for the performance, acts and omissions of Critical Insight's employees, Critical Insight's subCritical Insights, and any other person who performs or furnishes any services (collectively, the "Support"). Critical Insight shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the services. Critical Insight shall not represent that it is, nor hold itself out as, an agent or representative of the City. In no event shall Critical Insight be authorized to enter into any agreement or undertaking for or on behalf of the City. Neither the Critical Insight nor any employee of the Critical Insight is entitled to any benefits that the City provides its employees. The Critical Insight is solely responsible for payment of any statutory workers compensation or employer's liability insurance as required by state law. The Critical Insight will have an active account with the Department of Revenue, other state agencies as needed, and a separate set of books or records that reflect all items of income and expenses of the business that the Critical Insight is conducting. Critical Insight shall perform the services in a timely manner and in accordance with the standards of the profession. At the time of performance, Critical Insight shall be properly licensed, equipped, organized, and financed to perform the services in accordance with this Contract. Subject to compliance with the requirements of this Contract, Critical Insight shall perform the services in accordance with its own methods. 12.Licenses Critical Insight shall have a valid and current business license per Chapter 5.02 Section 5.02.010 of the Yakima Municipal Code covering this type of business and shall satisfy all applicable City Code provisions. Said license shall be obtained prior to the award of any contract. Inquiries as to fees, etc., should be made to the Office of Code Administration, telephone (509) 575-6121. In addition, Critical Insights are required to be registered by the State per Chapter 18.27 of the Revised Code of Washington and their registration number must be listed on the bid/RFP/quote. Critical Insight shall take all reasonable precautions to protect against any bodily injury (including death) or property damage that may occur in connection with the services. 13.Taxes and Assessments Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 7 of 11 Critical Insight shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Critical Insight shall pay the same before it becomes due. The City and its agencies are exempt from payment of all federal excise taxes, but not sales tax (currently at 8.3%). Tax will not be considered in determining which proposal is the lowest or best, however RCW 39.30.040 allows the City to take any sales tax and B&O tax that is will receive from purchasing supplies, materials and equipment within its boundaries into consideration when determining the lowest responsible Proposer. 14.Critical Insight Tax Delinquency Critical Insights who have a delinquent Washington tax liability may have their payments offset by the State of Washington. 15.Inspection: Examination of Records The Critical Insight agrees to furnish the City with reasonable periodic reports and documents as it may request and in such form as the City requires pertaining to the work or services undertaken pursuant to this Agreement. The costs and obligations incurred or to be incurred in connection therewith, and any other matter are to be covered by this Agreement. The records relating to the services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Critical Insight of responsibility for performance of the services in accordance with this Contract, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. Critical Insight shall provide the City sufficient, safe, and proper facilities and equipment for such inspection and free access to such facilities. 16.Confidential, Proprietary and Personally Identifiable Information Critical Insight shall not use Confidential, Proprietary or Personally Identifiable Information of City for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations there under. Critical Insight shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those directors, officers, employees, and agents ("Representatives")who have a business-related need to have access to such Confidential Information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract. Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 8 of 11 Critical Insight shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of the Confidential Information while in its possession or control including transportation, whether physically or electronically. Critical Insight shall ensure that all indications of confidentiality contained on or included in any item of Confidential Information shall be reproduced by Critical Insight on any reproduction, modification, or translation of such Confidential Information. If requested by the City in writing, Critical Insight shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain Confidential Information of the City, as directed. Critical Insight shall maintain all Confidential Information as confidential for a period of three (3) years from the date of termination of this Contract, and shall return or destroy said Confidential Information as directed by the City in writing. Critical Insight may disclose Confidential Information in connection with a judicial or administrative proceeding to the extent such disclosure is required under law or a court order, provided that the City shall be given prompt written notice of such proceeding if giving such notice is legally permissible. 17.Provision of Services Critical Insight shall provide the services set forth herein with all due skill, care, and diligence, in accordance with accepted industry practices, standards and legal requirements, and to the City 's satisfaction; the City's decision in that regard shall be final and conclusive. The City may inspect, observe and examine the performance of the services performed on City premises at any time. The City may inspect, observe and examine the performance of Critical Insight's services at reasonable times, without notice, at any other premises. a. If the City notifies Critical Insight that any part of the services rendered are inadequate or in any way differ from the Contract requirements for any reason, other than as a result of the City's default or negligence, the Critical Insight shall, at its own expense, reschedule and perform the services correctly within such reasonable time as the City specifies. This remedy shall be in addition to any other remedies available to the City by law or in equity. b. Critical Insight shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its subCritical Insights perform the services, and the Critical Insight shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and City work rules. 18.Assignment Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 9 of 11 This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Critical Insight to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Critical Insight stated herein. 19.No Conflict of Interest Critical Insight represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Contract. Critical Insight further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 20.Contract Preservation If any provision of the Agreement, or the application of such provision, shall be rendered or declared invalid by a court of competent jurisdiction, or by reason of its requiring any steps, actions or results, the remaining parts or portions of this Agreement shall remain in full force and effect. 21.Promotional Advertising / News Releases Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the City. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency. 22.Waiver of Breach A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Contract shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Contract, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 23.Force Majeure Critical Insight will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, pandemics, war, riot, delay in transportation or railcar transport shortages, provided Critical Insight notifies the City immediately in writing of such pending or actual delay. Normally, in the event or any such delays (acts of God, etc.) the date of delivery will be extended for a period equal to the time lost due to the reason for delay. 24.Survival Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 10 of 11 The foregoing sections of this Contract, 1-51 inclusive, shall survive the expiration or termination of this Contract in accordance with their terms. Addendum to Critical Insight Statement of Work Quote ID: Q-17851-1 Page 11 of 11