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HomeMy WebLinkAboutPW17-452 - Original - Go-Tek - Contract - 09/13/17 ���/�lYr� c o 1 s M o m/ "�,m a i Ala , � f M K NIT Document CONTRACT COVER SHEET This is to be completed by the Contract Manager pricer to submission to City Clerks Office. All portions are to be completed.. If you have questions, please contact City Clerk's Office. Vendor Name: Co-Tek Automation Vendor Number: JD Edwards Number Contract Number: PW I I - This is assigned by City Clerk's Office Project Name SCADA System Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment 0 Contract ❑ Other: Contract Effective Date: 9/13/17 Termination Date: 12/31/18 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Kevin Swinford Department: PW Operations Contract Amount: $15,000.00 Approval Authority: (CIRCLE ONE) department Director) Mayor City Council Detail (i.e. address, location, parcel number, tax id, etc.): Provide professional and technical support services for the SCADA System_. As of; 08/27/14 r i 1KENT WA INOTON GOODS & SERVICES AGREEMENT between the City of Kent and Go-Tek Automation, LLC THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Go-Tek Automation, LLC organized under the laws of the State of Washington, located and doing business at 15503 201h Place W., Lynnwood, WA 98087, Phone: (425) 379- 5822, Contact: Guy Ostrom (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: The Vendor shall provide professional and technical support services for the Public Works SCADA System. For a description, see the Vendor's Scope of Work which is attached as Exhibit A and incorporated by this reference. Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services by December 31, 2018. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed Fifteen Thousand Dollars ($15,000.00), 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 Vendor shall be compensated after execution of the agreement and upon submittal of the appropriate invoice for each authorized work request. 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. GOODS & SERVICES AGREEMENT - 1 ($20,000 or Less, incl. WSST) A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. 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 GOODS & SERVICES AGREEMENT - 2 ($20,000 or Less, including WSST) 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. 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 GOODS.& SERVICES AGREEMENT - 3 ($20,000 or Less, including WSST) 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. 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. GOODS.&SERVICES AGREEMENT - 4 ($20,000 or Less, including WSST) 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 B 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. 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 aitering 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. Compliance 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. GOODS-&SERVICES AGREEMENT - 5 ($20,000 or Less, including WSST) I. Public Records Act. The Vendor acknowledges that the City is a public agency 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 Consultant 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. 1 City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5,01 of the Kent City Code. 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 ENT: By: B 1/11; �141 ,I (signatu (sick tore) Print Name: I't C/ t�5�17re,,-F-7 Print Name: Ti rr othy J. LaPorte, P.E. Pu7c�7 Directo Its: Its: Ztitre) DATE: r "7.......... DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Guy Ostrom Timothy J. LaPorte, P.E. Go-Tek Automation, LLC City of Kent 15503 20�h Place W, 220 Fourth Avenue South Lynnwood, WA 98087 Kent, WA 98032 (425) 379-5822 (telephone) (253) 856-5500 (telephone) (425) 379-5822 (facsim,ile) (253) 856-6500 (facsimile) GO-Tek-SCADNSwinfard: GOODS & SERVICES AGREEMENT 6 ($201 000 or Less, including WSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 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: For: Title: e0w^ze-r-7 ► � Date: 8/36Z/7 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 677o A�f�[? 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 EXHB11T A AUTOMATION August 11, 2017 COK170601r1 Mr. Kevin Swinford City of Kent. 2.2.0 Fourth Ave South Ken, VVA 95032 253-856-5613 Re: City of Kent Automation on call Service and legacy hardware and program migration. Mr. Swinford; Per our meeting and email correspondence Go-Tek is pleased to provide both On call troubles Iiocting service as well as automation assistance to upgrade HMIs and PLCs on an as needed basis Go-Tek Automation is uniquely qualified to perform engineering services as a Siemens solution partner, specializing in migrating legacy Siemens hardware to the newer TIA platforms. Upgrades/twrtlgration—Work to be performed on an as needed or scheduled task.One of our dedicated City of Kent engineers will take on these tasks as they are assigned.A coordinated down time to implement the program anchor hardware will be planned in advance to avoid any outages. As discussed much of this work can be done onsite to help cross train your engineering staff.This work will be estimated prior to starting the project and will be billed at the standard T&M rate. On-Call Service—Go-Tek will assign an engineer for multiple weeks to be on-call during normal and non-business hour's. An on call phone list and the active on call engineer will be provided every week or when it changes, G-'l EX reserves the right to rotate their engineers depending on work and personal requirements(vacations, personal leave etc). Go-Tek will provide any software required to go Online or monitor the programs etc. If the trouble call requires Hardware, City of Kent will provide the required rrlodules/PLClHtvll etc. GO-TEK will then install and commission the equipment.This is also to avoid material as well as additional handling. GCS-TEK Automation will provide the following goods and services: 1. PLC and i-IMI migration services: a. Identifying legacy or End'of Life components b. S7-2001300 PLCs to S7-120011500 PLCs c. Legacy HMIs for Comfort or'Like HMI or VVinCC RT systems.. d. PLC program conversions S7-2.001300s to TtA Portal e. Convert Rockwell PLCs to Siemens if required f. Assist in developing a Spare Parts list for common failures g. Wonderware Assistance if needed. 2. tin-Call services a. 24/7 Technical Phone support prior to deployment b 24/7 Cns'ite Support—with 2hr onsite availability. c. 24/7 Troubleshooting Hardware and PLC prograrriming on site for alI Siemens Automation hardware d. Archive the modified programs to the local USB drive as well as the server Please see our attached rates for the above engineering support. Notes: For On Call service work, it is agreed that the on call engineer gets a call prior to traveling to the site to try to troubleshoot the problem over the phone prior to Fire.COK170601,doex deployment.Once it is determined that an on site visit is required,a maximum of 1 hour phone support,billed at our standard rate.The On-Call engineer will travel to the site. Go-Tek will attempt to maintain a 2 hour call out window for trouble calls however can only guarantee a 4 hour response time,depending on the time of night,traffic,holidays etc.If for some reason the on call service engineer doesn't answer his cell phone/pager a list of additional contacts will be made available. It is highly recommended that a site survey be done to determine possible hardware needed for spare parts.Once these parts are at the headquarters if/when there is a hardware failure we can get the effected equipment back up online quickly. When performing conversionslmigrations it's agreed that the hardware be purchased prior to commissioning to preload and test/simulate if required,new hardware will be installed. Converting Rockwell PLCs to Siemens: Go-Tek is capable of converting and troubleshooting Allen Bradley PLCs/RSLoglx programs to the Siemens platform is required. The Wonderware project at the Headquarters:Go-Tek has In house engineers as well as subcontractors that are very familiar with this SCADA platform if this is ever required as well. Go-Tek has reviewed the requirements document for this work and can comply with all of it. Payment Terms: Standard Net 30 days Freight: FOB Everett,WA. Federal,State and Local taxes are not included. See attached rate schedule and additional terms for this work, Thank you for the opportunity to provide this proposal.I look forward to working with City of Kent on this project and future projects like this one. If you have any questions,or require additional information,please contact me on my cell phone(425)-328-9036, Sincerely, GO-TEK Automation LLC. Guy Ostrom Owner/Manger httn://www._qo-tekaulomation.com/ File:F8161101.doc r i t a U TOM A I' ll 4, 6503 20°'PL West.Lynnwood WA 98087 a ea:425-32,8-9036 a WIF:4 t 5, Standard Labor Policy The fallowing is a list of hourly rates for provided service eruices Projec9 MaP�a ��r __.._— $13100 Variable Speed [rive;, CI-C, or Motion Systems Engineer w $11 5.00 SCAf�A PLC Prograrnmer, HMI work Troubleshooting C?rasrte Work $105 00 SCADA Operator Interface, PLC pro9rammrng In I-icuse $98.00 Pane I Fabricatat Shop Work $73,00 Au1ca-Cad Draftinq $60 00 Services in excess of 10 hours per day, Monday through Friday, will be billed at 1.8 times the hourly rate. Saturdays„ Sundays, and all business holidays will be billed at 2 times the hourly rate. All services are billed at a minimum of four (4) hours, Emergency services (afterhours / weekends) are also billed at a minimum of four (4) hours, Afterhours is defined as hours between 6prTI and Oars. All travel time will be billed, portal to portal, at the hourly rate in effect on the day of travel.. An on-call service fee Will be billed at a monthly rate of $800/pe,r month regardless of any service calls; this Will allow for one dedicated engineer to be available 2.4/7. General Torms and Conditions Services will be billed via invoice, with field service reports, every two (2) weeks. All other expenses, (hotel, airline, rental car, etc.), will be billed at documented cast plus a 15% service charge. Travel time; is billed at $75,00 per hour. Personal vehicle mileage will be billed at $0,63 cents/mile. All invoices are Net 30 days. Parcel fabrication is F,0,8. Lynnwood, Washington. All prices are net pricers and do not include any State, local or use taxes. Prices are valid for a period of 60 Days unless specified. Bates are subject to change each year. Rates are evaluated each (December based on market conditions. Standard labor Rev 01 06/17 EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Contractor's.Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. 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. 3. Workers` Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. 2. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $2,000,000 per accident. EXHIBIT B (Continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. Yoshitake, Nancy From: Hills, Chris Sent: Wednesday, September 13, 2017 9:42 AM To: Yoshitake, Nancy Subject: RE:Insurance requirements If they don't drive to Kent,then we can delete the Auto coverage requirement from the contract. I would, however include a copy of the email below with the contract,just as a reminder in the ever so unlikely event that an incident occurs. You can also include my comments here as a reference as well, Nancy. Does that work for you? Chris Hills, ARM-P, CRM, Risk Manager Risk Management Division I Human Resources Department 220 Fourth Avenue South, Kent, WA 98032 Phone 253-856-5285 1 Fax 253-856-6270 chillsC KentWA.gov CITY OF KENT,WASHINGTON KentWA.QOV Facebook —v,< t,.,: YouTube PLEASE CONSIDER THE ENVIRONMENT BEFORE PRINTING THIS E-MAIL From:Yoshitake, Nancy Sent:Wednesday,September 13,2017 9:37 AM To: Hills,Chris<CHills@kentwa.Qov> Subject: FW: Insurance requirements Hi Chris, I'm working on getting a contract signed with Go-Tek Automation for Kevin. They didn't provide coverage for auto liability and when I pursued Go-Tek's response is: Our engineers are responsible for covering insurance on their own vehicles since we do not have any company vehicles. Our engineers never park or drive onsite so we do not carry any auto coverage. How should I handle? Thanks, Nancy From: Swinford, Kevin Sent: Thursday, August 17, 2017 1:13 PM To: Yoshitake, Nancy Subject: FW: Insurance requirements Hello Nancy Just missed you. Unless Chris changes his mind this was what he told me back in May. I realize you need to wait but just an fyi Kevin R Swinford, SCADA Technician Water Section I Public Works Department 1 ATE AC RV® 0 CERTIFICATE OF LIABILITY INSURANCE 9/12/2IDDIYYYIh 9/12/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CON TACT E FAX BELL ANDERSON AGENCY INC AICN No.Ext: 888 661-3938 1AJC,No): 377 562.6091 600 SW 39TH ST STE 200 E-MAIL RENTON,WA 98057 �OBf� OOA1 (888)661-3938 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA INSURED INSURER B: GO-TEK AUTOMATION, LLC INSURERC: 15503 20TH PL W LYNNWOOD,WA 98087 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 644445731481552 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD SUER POLICY NUMBER POLICY EFF POLICY EXP LTR TYPE OFINSURANCE INSD WVD MMIDDIYYYY) (MMIDDIYYYYI LIMITS 680-1399P478-16 11/03/2016 11/03/2017 F.ACH000URRENCE $2 000 000 A X COMMERCIAL GENERAL LIABILITY X DAMAGE D CLAIMS-MADE �OCCUR SE Ea occur ce 1 $300,000 MED EXP(Any oneperson) $5 000 X HIRED AUTO X NDNOwNEDAurO PERSONAL BADVINJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4 000,000 �( POLICY EJPEC F-]LOC PRODUCTS-COMPIOPAGG $4.000,000 OTHER: $ COMBINED SINGLE LIMIT $ AUTOMOBILE LIABILITY (Ea accident) BODILY INJURY(Per person) $ ANY AUTO ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE AUTOS (Par accident) $ $ UMBRELLA LIAR H OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DEO RETENTION$ PER OTH. WORKERS COMPENSATION NIA STATUTE I ER AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ (Mandatory In NH) If yes.describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 161,Additional Remarks Schedule,may be attached It more space is required) AS RESPECTS TO GENERAL LIABILITY,CERTIFICATE HOLDER IS ADDITIONAL INSURED PER CG D4 17- TECHNOLOGY XTEND ENDORSEMENT-PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT.AS RESPECTS TO GENERAL LIABILITY,COVERAGE IS AFFORDED ON A PRIMARY AND NON-CONTRIBUTORY BASIS AS PER CG DO 37-OTHER INSURANCE-ADDITIONAL INSUREDS.AN ENDORSEMENT HAS BEEN ADDED TO THE POLICY(OR POLICIES)THAT PROVIDES EARLIER NOTICE OF CANCELLATION,SUBJECT TO THE TERMS OF THAT ENDORSEMENT. CERTIFICATE HOLDER CANCELLATION CITY OF KENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220 FOURTH AVE SOUTH THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN KENT,WA 98032 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE (/7� / � • /— �' ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD GOTEK AUTOMATION LLC POLICY#680-1399P478-16 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties,and what is and is not covered. A. Reasonable Force Property Damage—Ex- K. Blanket Additional Insured—Persons Or Or- ception To Expected Or Intended Injury Ex- ganizations For Your Ongoing Operations As clusion Required By Written Contract Or Agreement B. Non-Owned Watercraft Less Than 75 Feet L. Blanket Additional Insured—Broad Form C. Aircraft Chartered With Pilot Vendors D. Damage To Premises Rented To You M. Who Is An Insured—Unnamed Subsidiaries E. Increased Supplementary Payments N. Who Is An Insured—Liability For Conduct Of F. Who Is An Insured—Employees And Volun- Unnamed Partnerships Or Joint Ventures teer Workers—First Aid O. Medical Payments—Increased Limits G. Who Is An Insured—Employees—Supervi- P. Contractual Liability—Railroads sory Positions Q. Knowledge And Notice Of Occurrence Or Of- H. Who Is An Insured—Newly Acquired Or fense Formed Organizations R. Unintentional Omission I. Blanket Additional Insured—Owners, Manag- S. Blanket Waiver Of Subrogation ers Or Lessors Of Premises J. Blanket Additional Insured—Lessors Of Leased Equipment PROVISIONS B. NON-OWNED WATERCRAFT LESS THAN 75 A. REASONABLE FORCE PROPERTY DAMAGE — FEET EXCEPTION TO EXPECTED OR INTENDED IN- The following replaces Paragraph (2) of Exclusion JURY EXCLUSION g., Aircraft, Auto Or Watercraft, in Paragraph 2. The following replaces Exclusion a., Expected Or of SECTION I — COVERAGES — COVERAGE A Intended Injury, in Paragraph 2., of SECTION I— BODILY INJURY AND PROPERTY DAMAGE COVERAGES — COVERAGE A BODILY IN- LIABILITY: JURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: a. Expected Or Intended Injury Or Damage (a) Less than 75 feet long;and "Bodily injury" or "property damage" expected or (b) Not being used to carry any person or intended from the standpoint of the insured. This property for a charge. exclusion does not apply to "bodily injury" or C. AIRCRAFT CHARTERED WITH PILOT "property damage" resulting from the use of rea- sonable force to protect any person or property. The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2.of SECTION CG D4 17 01 12 ©2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. GOTEK AUTOMATION LLC POLICY#680-1399P478-16 COMMERCIAL GENERAL LIABILITY I — COVERAGES —COVERAGE A BODILY IN- 4. The following replaces Paragraph a. of the JURY AND PROPERTY DAMAGE LIABILITY: definition of "insured contract" in the DEFINI- This exclusion does not apply to an aircraft that TIONS Section: is: a. A contract for a lease of premises. How- (a) Chartered with a pilot to any insured; ever, that portion of the contract for a lease of premises that indemnifies any (b) Not owned by any insured;and person or organization for "premises (c) Not being used to carry any person or prop- damage"is not an"insured contract`; erty for a charge. 5. The following is added to the DEFINITIONS D. DAMAGE TO PREMISES RENTED TO YOU Section: 1. The first paragraph of the exceptions in Ex- "Premises damage" means "property dam- clusion j., Damage To Property, in Para- age"to: graph 2. of SECTION I — COVERAGES — a. Any premises while rented to you or tem- COVERAGE A BODILY INJURY AND porarily occupied by you with permission PROPERTY DAMAGE LIABILITY is deleted. of the owner;or 2. The following replaces the last paragraph of b. The contents of any premises while such Paragraph 2., Exclusions, of SECTION I — premises is rented to you, if you rent such COVERAGES — COVERAGE A BODILY IN- premises for a period of seven or fewer JURY AND PROPERTY DAMAGE LIABIL- consecutive days. ITY: E Paragraphs (1), 6. The following replaces Paragraph 4.b.(1)(b) Exclusions c., g. and h., and Para g p of SECTION IV—COMMERCIAL GENERAL (3) and (4) of Exclusion j., do not apply to LIABILITY CONDITIONS: "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by (b) That is insurance for "premises damage`; fire unless Exclusion f. of Section I —Cover- or age A — Bodily Injury And Property Damage 7, Paragraph 4.b.(1)(c) of SECTION IV — Liability is replaced by another endorsement COMMERCIAL GENERAL LIABILITY CON- to this Coverage Part that has Exclusion - All DITIONS is deleted. Pollution Injury Or Damage or Total Pollution E. INCREASED SUPPLEMENTARY PAYMENTS Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as de- 1. The following replaces Paragraph 1.b. of scribed in Paragraph 6. of Section III — Limits SUPPLEMENTARY PAYMENTS — COVER- Of Insurance. AGES A AND B of SECTION I — COVER- 3. The following replaces Paragraph 6. of SEC- AGES: TION III—LIMITS OF INSURANCE: b. Up to $2,500 for cost of bail bonds re- 6. Subject to 5, above, the Damage To quired because of accidents or traffic law Premises Rented To You Limit is the violations arising out of the use of any most we will pay under Coverage A for vehicle to which the Bodily Injury Liability damages because of "premises damage" Coverage applies. We do not have to fur- to any one premises. nish these bonds. The Damage To Premises Rented To 2. The following replaces Paragraph 1.d. of You Limit will be: SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- a. The amount shown for the Damage AGES: To Premises Rented To You Limit on d. All reasonable expenses incurred by the the Declarations of this Coverage insured at our request to assist us in the Part;or investigation or defense of the claim or b. $300,000 if no amount is shown for "suit", including actual loss of earnings up the Damage To Premises Rented To to $500 a day because of time off from You Limit on the Declarations of this work. Coverage Part. Page 2 of 6 ©2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office,Inc.with its permission. GOTEK AUTOMATION LLC POLICY#680-139913478-16 COMMERCIAL GENERAL LIABILITY F. WHO IS AN INSURED — EMPLOYEES AND your "employees" who hold a supervisory posi- VOLUNTEER WORKERS—FIRST AID tion. 1. The following is added to the definition of"oc- H. WHO IS AN INSURED — NEWLY ACQUIRED currence"in the DEFINITIONS Section: OR FORMED ORGANIZATIONS Unless you are in the business or occupation The following replaces Paragraph 4. of SECTION of providing professional health care services, II — WHO IS AN INSURED of the Commercial "occurrence" also means an act or omission General Liability Coverage Form, and Paragraph committed by any of your "employees" or 3. of SECTION II—WHO IS AN INSURED of the "volunteer workers", other than an employed Global Companion Commercial General Liability or volunteer doctor, in providing or failing to Coverage Form, to the extent such coverage provide first aid or "Good Samaritan services" forms are part of your policy: to a person. Any organization you newly acquire or form, other than a partnership or joint venture, of which you 2. The following is added to Paragraph 2.a.(1) of are the sole owner or in which you maintain the SECTION II—WHO IS AN INSURED: majority ownership interest, will qualify as a Unless you are in the business or occupation Named Insured if there is no other insurance of providing professional health care services, which provides similar coverage to that organiza- Paragraphs (1 )(a), (b), (c) and (d) above do tion. However: not apply to "bodily injury" arising out of pro- a. Coverage under this provision is afforded viding or failing to provide first aid or "Good only: Samaritan services" by any of your "employ- ees" or "volunteer workers", other than an (1) Until the rgan day after you acquire or o employed or volunteer doctor. Any of your form the organization or the end of the "employees" or "volunteer workers" providing policy period, whichever is earlier, if you do not report such organization in writing or failing to provide first aid or "Good Samari- to tan services" during their work hours for you within 180 days after you acquire or will be deemed to be acting within the scope formm it; or of their employment by you or performing du- (2) Until the end of the policy period, when ties related to the conduct of your business. that date is later than 180 days after you acquire or form such organization, if you 3. The following is added to Paragraph 5. of report such organization in writing to us SECTION III—LIMITS OF INSURANCE: within 180 days after you acquire or form For the purposes of determining the applica- it, and we agree in writing that it will con- ble Each Occurrence Limit, all related acts or tinue to be a Named Insured until the end omissions committed by any of your "employ- of the policy period; ees" or "volunteer workers" in providing or b. Coverage A does not apply to "bodily injury" failing to provide first aid or "Good Samaritan or "property damage" that occurred before services"to any one person will be deemed to you acquired or formed the organization; and be one "occurrence". c. Coverage B does not apply to "personal in- 4. The following is added to the DEFINITIONS jury" or "advertising injury" arising out of an Section: offense committed before you acquired or "Good Samaritan services" means any emer- formed the organization. gency medical services for which no compen- I. BLANKET ADDITIONAL INSURED — OWNERS, sation is demanded or received. MANAGERS OR LESSORS OF PREMISES G. WHO IS AN INSURED — EMPLOYEES — SU- The following is added to SECTION II —WHO IS PERVISORY POSITIONS AN INSURED: The following is added to Paragraph 2.a.(1) of Any person or organization that is a premises SECTION II—WHO IS AN INSURED: owner, manager or lessor is an insured, but only with respect to liability arising out of the owner- Paragraphs (1)(a), (b) and (c) above do not apply ship, maintenance or use of that part of any prem- to "bodily injury" or "personal injury" to a co- ises leased to you. "employee" in the course of the co-"employee's" The insurance provided to such premises owner, employment by you arising out of work by any of manager or lessor does not apply to: CG D4 17 01 12 ®2012 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. GOTEK AUTOMATION LLC POLICY#680-1399P478-16 COMMERCIAL GENERAL LIABILITY a. Any "bodily injury" or "property damage" L. BLANKET ADDITIONAL INSURED — BROAD caused by an "occurrence" that takes place, FORM VENDORS or "personal injury" or "advertising injury" The following is added to SECTION 11 —WHO IS caused by an offense that is committed, after AN INSURED: you cease to be a tenant in that premises;or Any person or organization that is a vendor and b. Structural alterations, new construction or that you have agreed in a written contract or demolition operations performed by or on be- agreement to include as an additional insured on half of such premises owner, manager or les- this Coverage Part is an insured, but only with re- sor. spect to liability for "bodily injury" or "property J. BLANKET ADDITIONAL INSURED — LESSORS damage"that: OF LEASED EQUIPMENT a. Is caused by an "occurrence" that takes place The following is added to SECTION II —WHO IS after you have signed and executed that con- AN INSURED: tract or agreement; and Any person or organization that is an equipment b. Arises out of "your products" which are dis- lessor is an insured, but only with respect to liabil- tributed or sold in the regular course of such ity for "bodily injury", "property damage", "per- vendor's business. sonal injury" or "advertising injury" caused, in The insurance provided to such vendor is subject whole or in part, by your acts or omissions in the to the following provisions: maintenance, operation or use by you of equip- a. The limits of insurance provided to such ven- ment leased to you by such equipment lessor. dor will be the limits which you agreed to pro- The insurance provided to such equipment lessor vide in the written contract or agreement, or does not apply to any "bodily injury" or "property the limits shown in the Declarations, which- damage" caused by an "occurrence" that takes ever are less. place, or "personal injury" or "advertising injury" b. The insurance provided to such vendor does caused by an offense that is committed, after the equipment lease expires. not apply to: K. BLANKET ADDITIONAL INSURED — PERSONS (1) Any express warranty not authorized by OR ORGANIZATIONS FOR YOUR ONGOING you; OPERATIONS AS REQUIRED BY WRITTEN (2) Any change in "your products" made by CONTRACT OR AGREEMENT such vendor; The following is added to SECTION II —WHO IS AN INSURED: (3) Repackaging, unless unpacked solely for the purpose Any person or organization that is not otherwise an insured under this Coverage Part and that you testing, or thea substitution of parts under inspection, demonstration, reed in a written contract or agreement to instructions from the manufacturer, and have agreed g then repackaged in the original container; include as an additional insured on this Coverage Part is an insured, but only with respect to liability (4) Any failure to make such inspections, ad- for"bodily injury"or"property damage"that: justments, tests or servicing as vendors a. Is caused b an "occurrence"that takes lace agree to perform or normally undertake to Y p perform in the regular course of business, after you have signed and executed that con- in connection with the distribution or sale tract or agreement;and of"your products"; b. Is caused, in whole or in part, by your acts or (5) Demonstration, installation, servicing or omissions in the performance of your ongoing repair operations, except such operations operations to which that contract or agree- performed at such vendor's premises in ment applies or the acts or omissions of any connection with the sale of "your prod- person or organization performing such op- ucts";or erations on your behalf. The limits of insurance provided to such insured (6) "Your products" which, after distribution will be the limits which you agreed to provide in or sale by you, have been labeled or re- the written contract or agreement, or the limits labeled or used as a container, part or in- shown in the Declarations, whichever are less. by or nt of any other thing or substance by or on behalf of such vendor. Page 4 of 6 ©2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office,Inc.with its permission. GOTEK AUTOMATION LLC POLICY#680-1399P478-16 COMMERCIAL GENERAL LIABILITY Coverage under this provision does not apply to: (b) The amount shown on the Declarations of a. Any person or organization from whom you this Coverage Part for Medical Expense have acquired"your products", or any ingre- Limit. dient, part or container entering into,accom- P. CONTRACTUAL LIABILITY—RAILROADS panying or containing such products;or 1. The following replaces Paragraph c. of the b. Any vendor for which coverage as an addi- definition of "insured contract" in the DEFINI- tional insured specifically is scheduled by en- TIONS Section: dorsement. c. Any easement or license agreement; M. WHO IS AN INSURED — UNNAMED SUBSIDI- 2. Paragraph f.(1) of the definition of "insured ARIES contract" in the DEFINITIONS Section is de- The following is added to SECTION II—WHO IS leted. AN INSURED: Q. KNOWLEDGE AND NOTICE OF OCCUR- Any of your subsidiaries, other than a partnership RENCE OR OFFENSE or joint venture,that is not shown as a Named In- The following is added to Paragraph 2., Duties In sured in the Declarations is a Named Insured if: The Event of Occurrence, Offense, Claim or a. You maintain an ownership interest of more Suit, of SECTION IV — COMMERCIAL GEN- than 50% in such subsidiary on the first day ERAL LIABILITY CONDITIONS: of the policy period;and e. The following provisions apply to Paragraph b. Such subsidiary is not an insured under simi- a. above, but only for the purposes of the in- lar other insurance. surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. No such subsidiary is an insured for"bodily injury" of Section II—Who Is An Insured: or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- (1) Notice to us of such "occurrence" or of- fense committed: fense must be given as soon as practica- ble only after the "occurrence" or offense a. Before you maintained an ownership interest is known to you (if you are an individual), of more than 50% in such subsidiary;or any of your partners or members who is b. After the date, if any, during the policy period an individual (if you are a partnership or that you no longer maintain an ownership in- joint venture), any of your managers who terest of more than 50% in such subsidiary. is an individual (if you are a limited liability N. WHO IS AN INSURED — LIABILITY FOR CON- company), any of your trustees who is an DUCT OF UNNAMED PARTNERSHIPS OR individual (if you are a trust), any of your JOINT VENTURES "executive officers"or directors (if you are an organization other than a partnership, The following replaces the last paragraph of joint venture, limited liability company or SECTION 11—WHO IS AN INSURED: trust) or any "employee" authorized by No person or organization is an insured with re- you to give notice of an "occurrence" or spect to the conduct of any current or past part- offense. nership or joint venture that is not shown as a (2) If you are a partnership,joint venture, lim- Named Insured in the Declarations. This pars of - graph does not apply to any such partnership or o liability company or trust, and none joint venture that otherwise qualifies as an in- your r partners, joint venture members, sured under Section II—Who Is An Insured. managers or trustees are individuals, no- tice to us of such "occurrence" or offense O. MEDICAL PAYMENTS—INCREASED LIMITS must be given as soon as practicable only The following replaces Paragraph 7. of SECTION after the "occurrence"or offense is known III—LIMITS OF INSURANCE: by: 7. Subject to 5. above, the Medical Expense (a) Any individual who is: Limit is the most we will pay under Coverage (i) A partner or member of any part- C for all medical expenses because of"bodily nership or joint venture; injury" sustained by any one person, and will be the higher of: (ii) A manager of any limited liability (a) $10,000; or company: CG D4 17 01 12 O 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. GOTEK AUTOMATION LLC POLICY#680-1399P478-16 COMMERCIAL GENERAL LIABILITY (III)A trustee of any trust; or abrupt commencement, this Paragraph e. (iv)An executive officer or director of does not affect that requirement. any other organization; R. UNINTENTIONAL OMISSION that is your partner, joint venture The following is added to Paragraph 6., Repre- member, manager or trustee;or sentations, of SECTION IV — COMMERCIAL (b) Any "employee" authorized by such GENERAL LIABILITY CONDITIONS: partnership, joint venture, limited lk The unintentional omission of, or unintentional ar- ability company, trust or other organi- ror in, any information provided by you which we zation to give notice of an "occur- relied upon in issuing this policy will not prejudice rence"or offense. your rights under this insurance. However, this (3) Notice to us of such "occurrence" or of- provision does not affect our right to collect addi- fense will be deemed to be given as soon tional premium or to exercise our rights of cancel- as practicable if it is given in good faith as lation or nonrenewal in accordance with applica- soon as practicable to your workers' ble insurance laws or regulations. compensation insurer. This applies only if S. BLANKET WAIVER OF SUBROGATION you subsequently give notice to us of the The following is added to Paragraph 8., Transfer "occurrence" or offense as soon as prac- Of Rights Of Recovery Against Others To Us, ticable after any of the persons described of SECTION IV — COMMERCIAL GENERAL LI- in Paragraphs e. (1) or (2) above discov- ABILITY CONDITIONS: ers that the "occurrence" or offense may If the insured has agreed in a contract or agree- result in sums to which the insurance provided under this Coverage Part may ment to waive that insured's right of recovery apply. against any person or organization, we waive our right of recovery against such person or organiza- However, if this policy includes an endorse- tion, but only for payments we make because of: ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution a• "Bodily injury" or "property damage" caused costs arising out of a discharge, release or by an"occurrence"that takes place;or escape of "pollutants" which contains a re- b. "Personal injury" or "advertising injury" quirement that the discharge, release or es- caused by an offense that is committed; cape of "pollutants" must be reported to us subsequent to the execution of the contract or within a specific number of days after its agreement. Page 6 of 6 ®2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office,Inc.with its permission.