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HomeMy WebLinkAboutIT17-293 - Original - Cities Digital, Inc. - Imaging System Replacement - 09/19/2017 ✓//%%/r/ ��// /i// YX eme, EN ecords Document WASH I N G1QN �/ 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: Cities Digital Inc. Vendor Number: 1524349 JD Edwards Number Contract Number: This is assigned by City Clerk's Office Project Name: Imaging System Replacement Description: ❑ Interlocal Agreement CJ Change Order ❑ Amendment 2 Contract Other: Contract Effective date: 08/09/17 Termination Date: 08/08/22 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: Curt Ryser Department: Information Technology Contract Amount: $104 511 Approval Authority: ❑ Department Director ❑ Mayor H City Council Detail: (i.e. address, location, parcel number, tax id, etc.): All three vendors tie into the Imaging System Replacement Project: *En Pointe Technologies Sales LLC - providing. SQL Server Std. 2017 - 2 Cores / Microsoft Part 7NQ-00842 * Cities Digital Inc. - Goods & Services Agreement - software and professional services supporting Laserfiche Rio 10 solution aser is e - �ggy acking - aster one-ROTC01 for Enterprise on ent Management (ECM) between WA DES and Compulink Management Center Inc. dba Laserfiche As of: 08/27/14 0 ca 0 ca 0 0 0 0 0 ra Cl 0 0 C� 0 C) C:) C) LO LO C) C:) C) 0 0 r-�. 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CD U o -D 0 a) a) -0 C), 0 C �—�:ki4; 0 CL r- c ID- N E 4- U) cu 0 m 0) cn 0 C, — E a) 3: co w 0 o E a) C: I a) < (n 0 U)'o) 04 3: > E %- -a 0 %- — C: C >% (n CL m 1 CO0 (D N M It U') (0 rl- o 0 U) c "T U) y KENT W.SH 070r. GOODS & SERVICES AGREEMENT between the City of Kent and Cities Digital, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Cities Digital, Inc., organized under the laws of the State of Wisconsin, located and doing business at 2107 Elliot Ave., Suite 301, Seattle, WA 98121, phone (206) 858-9330; Patrick Welsch, President (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: Cities Digital will provide some software and professional services in supporting the acquisition of the Laserfiche Rio 10 solution to replace the city's existing imaging system that is end-of life. The professional services will include the installation, configuration, data conversion, business requirements documenation and implementation of the Laserfiche and related products. Further detail about the services provided can be found in Exhibit A - Software and Maintenance and Exhibit B - Statement of Work. 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. TERM OF CONTRACT. the term of this contract will end in five years (2022) from the effective date of this Agreement. During this contract term, addendums for additional professional services can be agreed upon and executed by both parties to be added as Exhibits D, E of this Agreement as needed. II-A. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services identified in the Exhibit A and Exhibit B — Statement of Work by December 31, 2018. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $112,211.00, 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: The City will pay all approved and proper invoices within 30 days of receipt. Vendor will be paid on a fixed-fee basis, with milestone payments provided within 30 days of the City's receipt of a proper invoice submitted by Vendor after the City's formal acceptance and approval of each phase of the work as provided for in Exhibits A and B. The only exception to this milestone payment structure is the cost associated with the City's desktop scanner purchase ($24,981), which the City will pay for within 30 days of its receipt and acceptance of the scanners and a proper invoice for their cost. As for the remainder of Vendor's work($67,430.00), the below milestone payment dates are estimates only, but once made will include payment for all work performed by Vendor through the acceptance GOODS &SERVICES AGREEMENT - 1 (Over$20,000, including WSST) date of that phase. An initial payment of$13,486.001, which represents 20% of the fixed-fee, will be paid by the City within 30 days of the effective date of this Agreement to provide initial funding for Vendor's commencement of the contract work. The estimated timeline below demonstrates the approach for this project delivery. The steps may overlap, be worked concurrently, and/or have incremental developmental methodologies. Phase Deliverable Estimated Completion Date Milestone Payment Initial Initial Payment-20% 8/1/2017 $13,486.00 1 Requirements& Design -55% 8/25/2017 $37,086.50 3 Testing- 15% 4/30/2018 $10,114.50 5 Transition to City- 10% 6//15/2018 $6,743.00 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. GOODS &SERVICES AGREEMENT - 2 (Over$20,000, including WSST) F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first. Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 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. GOODS &SERVICES AGREEMENT - 3 (Over$20,000, including WSST) 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. Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when Vendor knows or should have known of the defect, or (2) upon Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. 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, 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. GOODS &SERVICES AGREEMENT - 4 (Over$20,000, including WSST) 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 C 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 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. GOODS & SERVICES AGREEMENT - 5 (Over$20,000, including WSST) 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. Comp].Jance with Laws, The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations, L Public Records Act. The Vendor acknowledges that the City is a public Purchaser subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J, City Business License Required. Prior to commencing the tasks described in Section 1, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. 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. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts, consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: CITY OF KENT: 721" By, s-gnat TO (signature) 'L PriTl\lane: Pr' t N rra Suzette Cooke Its al��Qy k-t- it Mavor (title) DATE: DATE: Z4111 fz/Z NOTICES TO BE SENT TO: NOTICES TO BE SENT TO- VENDOR: CITY OF KENT: Patrick Welsch Curt Ryser Cities Digital, Inc. City of Kent 2107 Elliot Ave,, Suite 301 220 Fourth Avenue South Seattle, WA 98121 Kent, WA 98032 GOODS & SERVICES AGREEMENT - 6 (Over$20,000, including WSST) (206) 858-9330 (telephone) (206) 858-9330 (facsimile) (253) 856-4642 (telephone) (253) 856-4735 (facsimile) APPROVED AS TO FORM: Ken Law Department GOODS & SERVICES AGREEMENT - 7 (Over$20,000, including WEST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By:- /�7 For: k Y1d Title: Vf&eov Date: D 191 o EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. 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—Software and Maintenance CONTRACTOR QUOTES • • COMPONENTS Table A. Re uired Application Software Costs Laserfiche only supports Named Users Module • -• Version Description List Cost Cost Quantity Total Cost CD1000 Cities Digital LawBase Integration` $ 5,000 $ 5,000 $ 5,000 CD2155 Cities Digital ArcGIS Integration $ 5,000 $ 5,000 1 $ 5,000 Application Software Total: (does not include WA State Tax): OQQOApplication Software Total(including WA State Tax): 1100� Table H - Ongoing Expenses (Maintenance Costs are — 20%to 25% of the purchase price). Item Description Year 1 Year 2 Other Software Cities Digital Maintenance(Lawbase, ESRI) $ 2,000 $ 2,000 Other Annual Fees Professional Services(40 hours)* $ 7,000 1 $ 7,000 Total Annual Cost: (does not include WA State Tax): ��K 0 110 Total Maintenance Cost for 2 Years: (including WA State Tax): sl9 80Q; Desktop Scanner Replacement. Item Description Units Cost Total Canon DR-M16011 1 Desktop Color Duplex Scanner with Kofax Elite 1 30 1 $ 787.001 $22,710 TotalDesktop $24,981 Total of all Exhibit A Costs: (including WA State Tax): $ 57$1 GOODS &SERVICES AGREEMENT - 10 (Over$20,000, including WSST) Exhibit B — statement of Work CITIES DIGITAL STATEMENT OF WORK NO. 1 (INTEG RATION SIWORKFLOW) FOR CITY OF KENT, A WASHINGTON STATE MUNICIPALITY LASERFICHE TECHNOLOGY SOLUTION CONTRACT NUMBER 2017-006-WA033 This Statement of Work No. 1 ("SOW") to the parties' Goods and Services Agreement ("Agreement") is entered into by the City of Kent ("Purchaser") and Cities Digital, Inc. ("Contractor"), and provides for additional goods and services purchased outside of the Purchaser's Technology Solution Contract with Compulink Management Center, Inc.. ("Laserfiche"). No subcontracting work provided by Contractor to Laserfiche under the Technology Solution Contract are to be provided for in this SOW or billed to Purchaser by Contractor under this Agreement. Contractor agrees to provide to Purchaserthe products and services ("Work") set forth in this SOW, in accordance with the terms of this SOW and the parties' Goods and Services Agreement. 1. PROJECT SCOPE, PERIOD OF PERFORMANCE, AND OBJECTIVES Purchaser seeks to implement a Laserfiche software solution to migrate some existing document workflows and implement a couple of new workflows into a Laserfiche product being purchased through Laserfiche under a Technology Solution Contract. Contractor shall furnish the personnel, software, material, services, and otherwise do all things necessary for or incidental to the performance of the Work set forth in this SOW. Work under this SOW will begin immediately upon execution of the Agreement, and all five (5) phases of the Work shall be fully completed on or before December 31, 2018. Rates set forth in this SOW are inclusive of all overhead costs. The following workstreams are included in the Services. Wdrkstream Major'Activities 1. Installation of 1.1 Laserfiche JDE Integration (in support of Accounts Payable Business System workflow) Integrations ' 1.2 Laserfiche Kiva Integration 1.3 Laserfiche Tiburon Integration 1.4 Laserfiche ArcGIS Integration 1.5 Laserfiche Lawbase Integration 1.5 Laserfiche oCourt Integration . Design 2.1 JDE Accounts Payable integration with Laserfiche Routing & Workflows Workflow 2.2 Contrast Routing & Workflow 2.3 Civil Legal Document Routing &Workflow 3. Implement 3.1 JDE Accounts Payable integration with Laserfiche Routing &. Workflows Workflow 3.2 Contrast Routing & Workflow GOODS & SERVICES AGREEMENT - 11 (Over$20,000, including WSST) 3.3 Civil Legal Document Routing & Workflow 4. Implementation 4.1 Design and implement record retention per Washington State SOS local and municipal records schedules 2. PROJECT APPROACH: MAJOR ACTIVITIES AND TASKS To complete this Work, Cities Digital will employ a five (5) phase implementation approach, as shown in the diagram below. Each phase includes ongoing project governance, project management, and weekly status reporting. As part of project governance activities, Purchaser's acceptance of deliverables for each phase is required before starting the next phase. mom Once all five (5) phases are complete and have been accepted by the City, Cities Digital will then provide the following maintenance services for the two-year maintenance period provided by Laserfiche under its Laserfiche Software Assurance Plan, which was made a part of the Technology Solution Contract: [List here the maintenance services above and beyond that which will be provided to the City under the LEAP with Laserfiche,,..] The remainder of this document includes the major activities and deliverables for each Phase. 3. Phase 1. Requirements and Design Requlrem an and qes gn A. Major Activities This Phase consists of the establishment of project practices and templates, as well as the creation, review, and approval of a Requirements and Design document. Specific major activities/tasks for this Phase include: I- Conduct a project kick-off meeting with Purchaser, its key personnel, and Cities Digital. 2. Develop a project plan for the engagement. 3. Conduct workshops and interviews with the project executive sponsor, IT administrators, and subject matter experts to confirm requirements. 4. Draft a Requirements and Design document by using information gathered in the workshops and interviews. The document will include: — A plan to install and configure the software needed to support the Laserfiche business system integrations which include: ® JDE • Kiva ® Tiburon • ArcGIS ® Lawbase • oCourt GOODS & SERVICES AGREEMENT - I. (Over$20,000, including WSST) — A plan to configure Laserfiche Rio with the desired workflow to support each of the routing and workflow processes which includes the needed configuration of the system components as needed. — A repository file plan that includes: 0 Folder structure to, support the routing and storage of up to 4 document types. 0 Metadata to appropriately index up to 10 document types. 0 High-level security to help control access and rights for up to 10 document types. — A capture plan that includes: ® Capture of email and other paper documents 1> Vouchers 2> Contract. R Capture of electronic documents in PDF format. — Electronic workflows that include: a Routing of Purchaser documents (e.g., fo,r approval). — Electronic forms that: a Support the workflows and sign-offs and approvals as needed. — Support business system integrations per workstrearn #1 5. Review the Requirements and Design document and make updates based on Purchaser feedback. B. Major Deliverables for Requirements and Design will include, 1. Requirements and Design Document: A Purchaser Requirements and Design document for the installation and configuration of the system. Z Project Plan: A project plan that contains tasks and the estimated hours and duration for each task. 3. Status Report Template: A template that summarizes completed activities for the period; planned activities; project-related issues that could impact scope, budget and timing; and other information. This template captures key decisions with Purchaser on scope areas. 4. Phase 2. Development elopment A. Major Activities This Phase consists of implementing the solution in accordance with the Requirements and Design document created in Phase 1. Specific major activities/tasks for this Phase include: 1. Coordinate with PurchaserPurchaser to obtain VPN access to the network.. 2. Work with the PurchaserPurchaser IT staff to develop and configure the solution per the specifications set forth in the Requirements and Design documents. 3. Provide periodic solution demonstrations to Purchaser to obtain feedback. 4. Develop a Test Plan to conduct testing in the next Phase. GOODS & SERVICES AGREEMENT - 13 (Over$20,000,, including WSST) B. Major Deliverables for Development will include: 1,. Deployed System: Laserfiche system is deployed in Purchaser's Test environment per the Requirements and Design document and solution demonstrations. 2. Test Plan: Test scripts to be used by Cities Digital, Inc. and Purchaser to test document routing and workflow functionality. 5. Phase 3. Testing JHMZVJJ=*Y�3.Testing A. Major Activities This Phase consists of a coordinated effort between Cities Digital, Inc. and Purchaser to test the system. Specific major activities/tasks for this Phase include: 1. Test the system using the Test Plan and remediate issues as necessary. 2. Coordinate with Purchaser to onboard users. 3. Provide guidance to, Purchaser personnel who will perform User Acceptance Testing ("UAT"). a. Address issues identified during UAT that are in scope for the Services. b. New or modified requirements will be addressed in a separate SOW to minimize impacting: the project timelines for the Services. 4. Create Deployment and Data Validation Plan. 5. Prepare for training and go-live. B. Major Deliverables for Testing will include: 1. Deployment-Ready Solution: Laserfiche solution that is tested for functionality by both Cities Digital, Inc. and Purchaser, which will be ready for promotion to the Production environment. 2. Deployment and Data Validation Plans: The Deployment Plan details how the developed solution will be promoted from the Test to Production environment. The companion Data Validation Plan is specific to solutions that require such a procedure (e.g., database migrations from legacy systems to Laserfiche).The Data Validation Plan contains a list of user inputs for the actions, steps on how to perform the actions, and expected results. The Purchaser will carry out the plan and verify the outputs. Purchaser's acceptance of the Deployment and Data Validation Plans will constitute approval to close out the project 20 business days after the plan has been executed and the data has been validated. & Phase 4. Deployment X1MNMJZ=Z=F_4Deployment A. Major Activities This Phase consists of deploying the upgraded and updated system to the Production environment. Specific major activities/tasks for this Phase include: 1. Provide a train-the-trainer approach to train end-users and administrators on the GOODS & SERVICES, AGREEMENT - 14 (Over$20,000, including WSST) developed solution. 2. Assist Purchaser IT staff to promote the solution to Purchaser's Production environment. Specifically: a. Promote Laserfiche environment from Test to Production. b. Promote the form, workflows, and Quick Fields sessions to the Production environment. c. Promote folder structure, security, and metadata to the Production environment. 3. Address production-specific issues that occur. 4. Inform Purchaser that the system is available and in a production state for end-users to use the system. B. Major Deliverables for Deployment will include: 1. User Training: A User Training Plan that Purchaser can use to train end-users and administrators. 2. Deployed System: Laserfiche system deployed to the Production environment. 3. System Documentation: Project documentation on the administrative aspects of the system. 7. Phase 5, Transition to Purchaser ]EMZJZZ=Z=Z=Y5 ragnsiti on to) Y TA=enc A. Major Activities This Phase consists of transitioning the system to Purchaser system administrators and providing knowledge transfer. Specific major activities/tasks for this Phase include: 1. Perform post-deployment support activities. 2. Provide guidance to Purchaser on monitoring and documenting issues that may arise. 3. Coordinate with Purchaser administrators for up to 10 business days to help diagnose and resolve identified issues. 4. Transfer day-to-day system maintenance to Purchaser IT staff, 5, Walk Purchaser through the System documentation created in the Deployment Phase. 6. Introduce methods for accessing Support services for Laserfiche from VAR to Purchaser's post-project support team via an email. B. Major Deliverables for Transition to Support will include: 1. Closeout Notification: An email that contains a high-level summary of deliverables provided by Contractor to Purchaser. GOODS & SERVICES AGREEMENT - 15 (Over$20,000, including WEST) 8. COMPENSATION, PERFORMANCE BASED DELIVERABLES, AND MILESTONE PAYMENTS A. Fixed Fee Payment. The total compensation under this SOW shall not exceed $,112,211.00. Of this amount, $69,630.000 will be compensated to Contractor on a fixed-fee basis, with milestone payments provided within 30 days of the Purchaser's receipt of a proper invoice submitted by Contractor after Purchaser's formal acceptance and approval of each phase of the Work. The below imilestone payment dates are estimates only and include all Work performed by Contractor through the acceptance date of that phase. An initial payment of$13,486.00, which represents 20% of the fixed-fee portion of the Work, will be paid by Purchaser within 30 days of the effective date of the Agreement to provide initial funding for Purchaser's commencement of the Work. The estimated timeline below demonstrates the approach for this project delivery. The steps may overlap, be worked concurrently, and/or have incremental developmental methodologies. Estirnotod Fixed'Price, Phase De4verable, Cornpletion, Milestone Date Payment lnitial Initial Payment—20% 811//2017 $13,486.00 1 Requirements and Design—55% 8/25/2017 $37,086.50 3 Testing—15% 4/30/2018 $10,114.50 5 Transition to PUrchaser—10% 6/15/2018 $6,743.00 Total $67,430.00 B. Desktop Scanners. The remaining cost of the Work, $24,981, represents the cost of 30 desktop scanners, which Contractor will order and have delivered to Purchaser by the time August 31, 2017. C. Maintenance Services. Maintenance services provided under Contractor's Laserfiche Software Assurance Program will be paid annually for each year of the total two (2) year maintenance period, with the first maintenance fee due at the same time as the Initial Payment identified above and will be for a period of 13 months, Payment for the second year's maintenance will be due after the initial 13 months of the first maintenance period and will be a 12-month maintenance period from that point forward. The annual maintenance fee for each year of the two (2) year maintenance period is $9,900.00, including Washington State sales tax, for a total maintenance cost of$19,800.00, 9. ADDITIONAL TERMS AND CONDITIONS A. Purchaser Responsibilities Purchaser will be responsible for the following: 1. Purchaser will make available, and provide timely access to (e.g. within two to three business days), necessary personnel to ensure project success, including: a. A designated project manager to help schedule meetings, facilitate project GOODS, & SERVICES AGREEMENT - 16 (Over$20,000, including WEST) governance, coordinate document requests, and other tasks. b. IT personnel such as system administrators, database administrators, and help desk. c. Subject matter specialists to provide information on Purchaser's system and file plan. d. Personnel to execute the test scripts and document results for User Acceptance Testing ("UAT"). Personnel will be made available per the project schedule and plan. Any delays in UAT may involve additional hours or fees. Resource List Project Team Purchaser Team Patrick Welsch Curt Ryser Jessica Welsch Somen Palit Mike Richardson Julie Creswell Kyle Knebel Kim Komoto Dan Siegel 2. Purchaser will work with Contractor to provide any necessary technical resources and support. This includes: a. Providing timely access and user credential to Purchaser network, applications, database and related resources, including remote access. b. Providing configured Test environment that closely mirrors the Production environment. c. Providing only test data and not production data to Cities Digital, Inc.. d. Configuring Kerberos, Active Directory and security policies as required for the implementation. e. Performing and testing backups of the Laserfiche configuration, database and other systems as needed. f. Completing any testing (e.g., system, integration, user acceptance testing) as needed. 3. Purchaser will provide requested documentation and acceptance of key deliverables within two to three business days. If Purchaser does not respond in writing to Contractor's request for acceptance within five business days of Contractor's request, or Purchaser does not reasonably refuse such approval within the five-day period, Purchaser will be deemed to have accepted. If Purchaser decides not to deploy after acceptance of the Deployment-ready Solution deliverable of Phase 3 (Testing), Contractor may close out this project. 4. Purchaser will be responsible for licensing all software components necessary for completing Services. B. Key Assumptions The following are key assumptions for delivery of the Work: 1. The scope of the engagement will include the Work specifically described in this SOW. Any additional scope requests will require a contract amendment. GOODS & SERVICES AGREEMENT - 17 (Over$20,000, including WSST) a. Data conversions services as defined and scoped during the Business Requirements and Scope phase to be completed by Contractor. Any data conversion issues are to be addressed and agreed to by both parties. b. Other than basic installation activities, the scope does not include configuring Records Management, Work Flow, Audit Trail, Forms, Connector and other Laserfiche software components except for those components when tied to the deliverables identified in this and subsequent SOW documents. c. Integrations with third party applications, data migration/conversion and Laserfiche installations on more than one production instance are out of scope except for the business integrations identified in the City of Kent business system requirements. Business systems integration will be implemented with the city's JDE, Kiva, Lawbase, Tiburon, ArcGIS and oCourt systems in partnership with the city. d. Any onsite work will be performed as needed at Purchaser's offices in Kent, Washington. All other work will be performed remotely. Currently, 5 trips are contemplated for onsite work at Purchaser's offices in Kent and the cost for these trips is included within the Agreement and this SOW. Additional trips that will result in additional costs to Purchaser are not authorized absent a contract amendment. 2. The cost of the Work contractor for through the Agreement and this SOW is estimated to require 342 hours of Contractor's professional services provided over a 36 week period. Any delays and additional hours incurred because of Purchaser's failure to fulfill its responsibilities may be billed to Purchaser by Contractor. However, any dispute between the parties concerning those delays or additional costs, or the financial responsibility associated with them, will be resolved in accordance with the Agreement. C. Approval This SOW is subject to the written approval of Purchaser's authorized representative and will not be binding until the Agreement to which it is attached is fully executed by both parties. GOODS &SERVICES AGREEMENT - 18 (Over$20,000, including WSST) EXHIBIT C INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant 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 Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. 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 Consultant's Commercial General Liability insurance policy wiith respect to the work performed for the City using .ISO additional insured endorsement CG 20 10 1185 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. GOODS &SERVICES AGREEMENT - 20 (Over$20,000, including WSST) 3. Professional Liahilit1l insurance shall be written with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. C. tither Insurance P'rOvis ons The insurance policies are to contain, or be endorsed to contain, the Hollowing provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultants 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 Consuitant°s insurance and shall not contribute with it. 2. The Consultants insurance shall be endorsed to state that coverage shall not be cancelled by either party,, except air thirty ( ) days prior Mitten notice by certified marl, 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 worts performed by or on behalf of the Consultant 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 po[icies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separateJy to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability- D. Acceptabdift of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANU. E. Ver ication of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsenrbent, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Consultant 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 Consultant GOODS & SERVICES AGREEMENT - 21 (Over$20,000, including WSST) CME-1 C" "7I �']►" DATEiwacovrYM „^.. CERTIFICATE OF LIABILITY INSURANCE S=117 THIS CERTIFICATE iS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. TMS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S►y AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IkIPORTANT; If tho cortiftcafo holster is an ADQITiONAL INSURED,tho pollcy(ios)must hwo ADDITIONAL INSURED proMlons or be endorsed. If SUBROGATION IS WAIVED, subject to the berms and condtdons of the policy,r:ertain policies may roqutre an endorsement. A statement on this certificate does not confer rights to the certificate holster In lieu of such endarsemenl(s) v,....: PROOLICER 715-3816 6 _....,. ..,..,...C_MOM&Fabl'.CIG Sandeen Agency.Inc. PHONE 7154813-H25 FA.7i 715486-1�466 605 Secorndd Street no. rArc. Hudson,WI 5401S m1ehresancleen.com Memo Fehr,CIC mww,A.Ftatrtiord It4kiRED Cffies Digital Inc. rauFmtB:Evanston u i VPCI,LLC 21100 0'Neil Rd#01 rNsur> c: Hudson,WI 540% !SWF drSlrftEfl E COVERAGES CERTIFICATE NUMBER: REVISION NUMBER, THIS IS TO CERTIFYTHAT THE POLICES OF INSURANCE LISTED BELOW HAVE BEEN ISSUES)TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD} INDICATCD, NOTWITH$TANDING ANY REQUIREMENT,TERM OR CC0DIT*N OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHIC"THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INS►URAt4li AFFORDED BY THE POLICIES DESCRIBED HEREN IS St18JECT TO ALL THE TER14 EXCLU57CNNS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. FfSR Tw%of P(SURi"CE VisoADOLI wyo PRUCY NUWBE'.R i PdUCY EFF PODGY UP LFXM i1/A 1q� A X oommamiAL ceNa.r umti.RlY i i [yX'ii n t IFi?,AS 1,tI41Q,�D � t CLAMS- DE > =* X ' E041112t17 D41T1J201$ f1 3SBAIL5702 iA4=}Rf,a T3rLl$s:{u'Jsd.T k,C�< �ODo I� ( FERISC t2dL b xn £1;hiR" -, 1,0A,0D0 i 1s641 hULIiE• ii'E iiATT SFFt£E=FE? E f EP Fb.A!sGREt FVTE� 'S ZWODD HPOLIC-t Ej FE T -__.�LOC i - FS"i.'.%`&£t'a ff i ':THFR t { A AUMNOWLELUIGILOY I 4RY -rlr. LEL:£!i 1,BtW,i3IJD X er r,rtf E 3UECPY4697 1 04JI112017 001lig0l8 -'I t ,•,, H£X�p1 Nt,a.`art}ttpp � � � F i'FR75' a�CdaE.F. X tkNBIi4A LIA9 I EX:ta r r JE ie. o-..—_- 3, ..00 ErCESSUAS #!"a IA I 35BAtLS702 10411112017 041111Z01$ f,ru ter �YFIB.CY@HS'LOa�t l t ! E^R' QR 6S :t £-rarcwusTr�Fr =FC n+F Y 63WOCAA3168 W11112117 WIV2018 _i'dmbo �a,s�pp L� Cr? I rlfA�! f EL EM�— ii?+t-£CEYiT S E<L �Eary�tttiiN ; i 3 If (t ;z° C4FstL'ttaY j_.._._.._...__..a� ft v d.�•.t3,3 iatdif Mry�0�y f w'.�'f'3'It',fd: i't�rilxFt"ii>:wE:va I F I rl: AFF-Ft`A..6 1.£.£Wf $ 1, r000 8 Professional Liab T 910313 I CM112017 04411J2018 Prof Cab 2,000.000 # i Grp Fop �p ��t�g gyp, tie,p�6 �, �u i tEl Of 10Etti Weis 1R a9 BI�iSA� RITIGRar tt�1 UTt7 TOf a�A(:F81 akBDlj►, ee o�tecs�ea r mae st+sro Is requlrea} { CERTIFICATE HaLDE CANCELLATION KENT41 SHOULD ANY Of THE AAMM DESCRIBED POLICIES&E CANCELLED SPORE THE EXPIRATION DATE TNEREOP. NOTICE WILL BE DELIVERED IN City of Kent ACCORDANCE WITH THE POLICY PROMSION& 220 Fourth Ave S Kent,WA 98032 a,rrHoRIzeCI REPRES84TATNIE � i { A ACORD 25(201643) 019884015 ACORD CORPORATION. All rig his reserved. The ACORD name and logo are registered marks of ACORD GOODS &SERVICES AGREEMENT - 22 (Over$20,000, including WSST)