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HomeMy WebLinkAboutCAG2021-309 - Original - CUES, Inc. - GraniteNet Upgrade Master Services Agreement - 5/20/2021ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: Director or Designee Mayor Date of Council Approval: Grant? Yes No Type:Review/Signatures/RoutingDate Received by City Attorney: Comments: Date Routed to the Mayor’s Office: Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? Yes No* Business License Verification: Yes In-Process Exempt (KCC 5.01.045) If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? Yes No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 200821 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached Original Agreement for CUES’ GraniteNet Upgrade, which is an Asset Management and Decision Support software platform used for the collection and analysis software tool for field CCTV inspections. $23,593.34 CUES MSA for the City of Kent WA June 16, 2021 1 Community Utility Equipment Services, Inc. (CUES) MASTER SERVICES AGREEMENT City of Kent: 220 Fourth Avenue South Kent, WA 98032 Attn: Melissa Janson Telephone: (253) 856-4605 Technical Services (“Services”): Fixed Price Consulting and Software Development Services (“Technical Services”) as described in the Statement of Work, attached hereto as Exhibit A. Additional Services: Additional Services may be provided by mutual written agreement between CUES and the City of Kent, subject to payment of additional Service Fees as mutually agreed to by the parties pursuant to a written amendment to the Statement of Work. Service Fees (“Service Fees”): Fixed Price Service Fees are described in the Statement of Work, attached hereto as Exhibit A. Period of Performance (“Term”): This Agreement and the period for performing Services shall begin on the Effective Date and will remain in effect until all Services have been completed or until terminated as set forth in Section 8. Changes may be made by mutual agreement in writing of City of Kent and CUES as set forth in Section 4.3. Requests for changes to this schedule must be made at least five (5) business days in advance, in writing. THIS MASTER SERVICES AGREEMENT (the “Agreement”) is made as of May 20, 2021 (the “Effective Date”), by and between Community Utility Equipment Services, Inc., (“CUES”), a Delaware corporation, located at 3600 Rio Vista Ave, Orlando, Florida 32805 and City of Kent, with offices at 220 Fourth Avenue South, Kent, WA, 98032 (“City of Kent”). WHEREAS, City of Kent wishes to engage CUES and CUES wishes to provide to City of Kent the consulting and software implementation Technical Services specified in this Agreement and in the Statement of Work (“SOW”), attached hereto as Exhibit A. NOW, THEREFORE, in consideration of the mutual promises set forth herein, CUES and City of Kent hereby agree as follows: CUES MSA for the City of Kent WA June 16, 2021 2 1.DEFINITIONS 1.1. “CUES Software” shall mean the CUES “GraniteNet” family of Pipeline Inspection and Assessment software applications and, or “GraniteNet”, and, depending upon the context in which it is used, CUES’ actual or potential software programs, modules and related documentation as identified and more fully described in the Statement of Work. 1.2. “CUES Software Division” “CSD” is the software development team of resources at CUES responsible for providing advanced technical services, consulting and training to City of Kent. 1.3. “Deliverable” shall mean the production by CUES of any document, plan, report, result, state, or other material to the City of Kent in conformance with the terms of this Agreement and the applicable Statement of Work. 1.4. “Developed Software” shall mean the CUES Software as implemented within the City of Kent operating environment and fully integrated with existing City of Kent software as intended and meeting the Acceptance Criteria. 1.5. “City of Kent” shall mean an end user of CUES software that is properly authorized and/or licensed to access and make use thereof. 1.6. “Implementation Checklist Document ” shall mean the list of prerequisites which must be completed and signed off by both parties prior to physically deploying CUES resources onsite at City of Kent to initiate the CUES Technical Services as descr ibed in the Statement of Work. 1.7. “Software Module” shall mean the software developed by CUES to enable City of Kent to invoke CUES Software by means of programmatic or command line calls. 1.8. “Implementation” shall mean the effort to pair CUES Software with City of Kent Software to fulfill stated CUES product features and to meet City of Kent defined business goals. 1.9. “Documentation” shall mean the technical documentation, User Manuals, and Sales collateral provided by CUES to describe in detail the technical operation of CUES software. 1.10. “Services” means all work CUES shall perform in conformance with the terms of this Agreement and the applicable Statement of Work. 1.11. “Statement of Work” shall mean the defined set of tasks, goals, expected milestone delivery dates and acceptance criteria for successful completion of the work to be performed. The Statement of Work is attached to this Agreement as Exhibit A. 1.12. “Implementation Schedule” shall mean the defined timetable or schedule described within the Statement of Work Exhibit A to complete the Services contracted for here, unless the parties mutually agree in writing to an alteration or adjustment to those dates. The City of Kent agrees that if it delays in responding to a CUES request for authorization to proceed or for the CUES MSA for the City of Kent WA June 16, 2021 3 receipt of information such as specifications, test data, error log files and problem reports, the City will agree to a reasonable adjustment to the Implementation Schedule to offset such delay. 1.13. “Acceptance Criteria” shall mean those stated Software functional requirements, performance goals, and testing results as jointly defined in the Statement of Work to effect successful completion of the tasks defined. Upon successful demonstration and written verification by the City that the CUES Software meets the stated Acceptance Criteria, CUES shall invoice City of Kent for Service Fees as set forth in Section 6 below, for the Services performed as described in t he SOW. 2. CUES RESPONSIBILITIES 2.1. CUES agrees to provide City of Kent with the Services as specified in this Agreement and in the SOW. Unless otherwise provided in the SOW, the terms of this Agreement shall apply to the delivery of Services and Deliverables (“Deliverables”). In the event of any conflict between the terms of this Agreement and the terms of the SOW, the terms of this Agreement shall apply. 2.2. Upon City of Kent prior written consent, CUES may retain third parties to perform the Services. All such third parties shall execute, before providing such Services, a non-disclosure and proprietary rights agreement, satisfactory to City of Kent, which shall include statements to maintain confidentiality as required by this Agreement and an assignment to CUES of all rights in their work under this Agreement to facilitate the licensing and/or transferring of such rights to City of Kent as may be required by this Agreement. 3. PROPERTY RIGHTS 3.1. City of Kent will own and have all right and title in all materials first developed under this Agreement. CUES retains the unrestricted right to copy, use, and authorize others to use such materials. Each of the parties will take reasonable precautions to protect the other party’s intellectual property rights in the materials contained in the Software. Nothing in this Agreement will be construed to restrain CUES or its personnel in the use of the techniques and skills of computer operation, system design, and programming acquired in the performance of the Services. 4. CITY OF KENT RESPONSIBILITIES 4.1. City of Kent shall utilize reasonable efforts to provide the following to CUES: i. timely and accurate information as reasonably requested by CUES to fulfill its responsibilities under this Agreement; ii. timely access to appropriate City of Kent personnel and, with prior City of Kent express permission, remote access to Developed Software at the City of Kent to complete the Services defined herein; iii. timely and accurate definition of the test data files and timely delivery of a static copy of the test data files. Unless otherwise agreed to by the parties, the test CUES MSA for the City of Kent WA June 16, 2021 4 data files are not to be changed by City of Kent so long as CUES has development or maintenance responsibilities under this Agreement and as set forth in Exhibit A; iv.timely and accurate creation of any new data sets requested by CUES as being needed for development or testing; such data sets may be changed upon City of Kent and CUES prior agreement; v.timely and accurate definitions of City of Kent software programs to the extent that CUES use or connection is required for development and testing; and vi.software (e.g. compilers) specifically identified in Exhibit A that are identified to be provided for the sole purpose of the provision of Services hereunder, on a no-charge basis; such provision to continue so long as CUES has any development or maintenance responsibilities under this Agreement, but not longer than the Term of this Agreement. City of Kent hereby certifies that it is the owner of the software, or otherwise has the legal right to provide such software for CUES use, in accordance with this Agreement. vii.a review of any Deliverable and/or Developed Software within thirty (30) calendar days from its date of receipt. Within that period, City of Kent may make a written request for change(s) to correct any defects in any Deliverable and/or Developed Software from the SOW. Upon receipt of such written notice from City of Kent, CUES shall, within five (5) days, identify a plan to resolve the failure of the Deliverables and/or Developed Software to operate in accordance with the SOW. Any Deliverable and/or Developed Software that is resubmitted to City of Kent shall be subject to the same thirty (30) calendar days acceptance period and acceptance procedure set forth herein. In the event that the resubmitted Deliverable and/or Developed Software still contains defects after two cycles of review, as set forth above, City of Kent shall have the right to terminate this Agr eement, without any further liability and/or obligations to CUES, including without limitation the payment of any Service Fees hereunder. 4.2. If City of Kent requests that CUES perform services (i) different from the Services or (ii) in addition to the Services (“Additional Services”), the parties agree that such request shall be governed by the change in scope procedure set forth in Section 4.3 below. 4.3. Change in Scope. In the event City of Kent desires any Additional Services, or requires a material modification of or a material change to the scope of the work and/or Deliverables or Developed Software described in the SOW, the following procedure will apply: i.Submission of Request . City of Kent shall submit all such requests in writing to CUES (hereinafter "Modification/Change Request" or "Request"). ii.Acceptance. CUES will evaluate each Request within five (5) business days following CUES' receipt of the Request. However, in the event that CUES determines in its reasonable business discretion that it cannot accept the Request, CUES will provide a written response to City of Kent within three (3) business days. Should CUES fail to provide such response to City of Kent within the allotted CUES MSA for the City of Kent WA June 16, 2021 5 period of response, the Request shall be deemed accepted by CUES, subject to the parties’ continued negotiation as to the cost of those Additional Services or other changes and the time period by which they will be performed. Upon acceptance of City of Kent’s Request, CUES' written response will include, but not be limited to, a statement of the availability of CUES' personnel and resources and the cost and schedule impact, if any. If City of Kent elects to authorize such Request, City of Kent will, as soon as possible, but not later than ten (10) business days after receipt of CUES response, return a duly signed copy of the Request to CUES (“signed Request”). If the City fails to authorize the Request based on CUES’ written response within this timeline, the Request shall be deemed abandoned by the City and CUES shall commence no work. iii.Performance. Upon receipt of City of Kent’s signed Request, CUES will commence performance in accordance with such Request, provided such Request is as mutually agreed to and executed by City of Kent and CUES. Commencement of any Additional Services or the providing of any additional resources by CUES shall only occur upon receipt of City of Kent signed Request. iv.Binding Agreement. Each mutually agreed to signed Request shall constitute an amendment to this Agreement. 5.CONFIDENTIALITY 5.1. Confidential and Proprietary Information. Each party acknowledges and agrees that it will acquire knowledge and information about the other party, and that any and all information emanating from the other’s business, in any form, including but not limited to information relating to the disclosing party’s past, present or future research, development, products, programming techniques, experimental work, clients and/or suppliers and related materials thereto shall remain the trade secret and confidential and proprietary information of the disclosing party “Confidential and Proprietary Information,” as the law may authorize. Notwithstanding the foregoing, information that a disclosing party considers to be “Confidential and Proprietary Information” shall be marked as confidential and may include Deliverables and Developed Software, computer programs, source code, routines, data information, documentation, know-how, business and financial information, and t echnology relating to or forming any part of the computer systems or software of the parties hereof. “Confidential and Proprietary Information” is not meant to include any information which (a) is publicly available prior to this Agreement or is made publicly available by the disclosing party without restriction; (b) is rightfully received by the receiving party from third parties without accompanying secrecy obligations; (c) is already in the receiving party’s possession and was lawfully received from sources other than the disclosing party; (d) is independently developed by the receiving party where the receiving party establishes that such development was accomplished without access to the Confidential and Proprietary Information of the disclosing party; (e) is a public record and subject to disclosure under Washington State’s Public Records Act, Ch. 42.56 RCW. The secrecy of the Confidential and Proprietary Information disclosed pursuant to this Agreement shall be maintained as authorized under this Section 5 on a perpetual basis. All Confidential and Proprietary Information provided to the receiving party shall remain the sole and exclusive property of the disclosing party. In no event is this Agreement or any Statement of Work considered Confidential and Proprietary Information. CUES MSA for the City of Kent WA June 16, 2021 6 5.2. Except as authorized under this Section 5, each party shall hold the other party’s Confidential and Proprietary Information in strict confidence, not disclose it to others or use it in any way, commercially or otherwise, and shall not allow any unauthorized person access to it, either before or after termination of this Agreement. Each party shall take all action reasonably necessary to protect the confidentiality of the Confidential and Proprietary Information of the other party including, without limitation, implementation and enforcement of operating procedures that minimize the possibility of unauthorized access, use or copying of the other party’s Confidential and Proprietary Information, including limiting access to the other party’s Confidential and Proprietary Information only to the receiving party’s employees or agents that have a need to know who (a) have been approved in advance by the disclosing party; (b) have been advised of the confidential nature thereof; and (c) are under an express written obligation to maintain such confidentiality. 5.3. Each party may disclose Confidential and Proprietary Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, court rule, or subpoena; provided, that the party making such disclosure shall first have given written notice to the other party; or (b) to establish a party's rights under this Agreement, including to make required court filings. Upon receipt of notice under this section, the disclosing party must obtain a protective order or other appropriate remedy through the courts if it wishes to protect the secrecy of its Confidential and Proprietary Information subject to disclosure under this Section 5.3. If no such court order is obtained within the time period required for receiving party’s response to the disclosure request, the receiving party w ill not be in breach of this Agreement by disclosing such Confidential and Proprietary Information as required. 5.4. The receiving party is permitted to use the Confidential Information solely for the purposes of performing its obligations hereunder. Except as otherwise set forth herein, the disclosing party makes no representations or warranties concerning its Confidential and Proprietary Information. 5.5. Upon request of the disclosing party or upon expiration or termination of this Agreement, the receiving party shall return or destroy, to the extent authorized by law, all Confidential and Proprietary Information of the disclosing party, and all copies, extracts, portions, notes, summaries and derivatives of the Confidential and Proprietary Information o f the disclosing party, in its possession or under its control, and certify in writing that it has complied with this requirement and has ceased any and all utilization of the disclosing party’s Confidential and Proprietary Information. 5.6. Each party acknowledges that the other party would suffer irreparable harm if the receiving party breaches the provisions of this Section 5, and that in the event of such a breach the disclosing party shall be entitled to immediate equitable relief (including without limitation injunction(s) and order(s) for specific performance), in addition to and without limiting its other remedies at law or in equity. CUES MSA for the City of Kent WA June 16, 2021 7 6.SERVICE FEES AND CITY OF KENT EXPENSES 6.1. Compensatio n to CUES for performance of the Services shall become due upon the City of Kent’s receipt of those Services, payment for which shall be made in accordance with Section 6.2 below. . CUES shall not be liable or penalized for any delays beyond its reasonable control, including but not limited to acts of God, acts of Civil Unrest, accidents, Medical Leaves, etc. that may affect the City of Kent. In the event of any such delay, delivery or performance shall be extended accordingly and shall not relieve City of Kent of its obligation to accept and make pro- rata payment net 30 days from the date deliverables are provided. 6.2. Once compensation becomes due, the City of Kent shall remit payment to CUES for the entire fixed Service Fee(s) provided for in Exhibit A, or the remaining balance due if incremental, pro-rata payments have been made, in U.S. Dollars, within thirty (30) days of the date the City provides its written verification that the CUES Software is fully implemented, integrated and meets the defined Acceptance Criteria. The City’s payment obligation is not triggered until such written verification is issued by the City. 6.3. Except in the event of an authorized change of scope, in accordance with Section 4.3 hereof, in no event shall the Services Fees payable by City of Kent to CUES hereunder, plus any incidental expenses incurred by CUES, be greater than the fixed cost set forth in Exhibit A hereto. 6.4. Invoices issued by CUES to the City of Kent shall include all tax obligations stated separately from the fixed Service Fees. The City of Kent shall pay all applicable sales, use, value added or similar taxes to Vendor and Vendor shall remit all such taxes, if imposed by local and/or state authorities on all software, and other taxable goods and services procured by the City of Kent under this Agreement 7.INDEMNIFICATIONS; LIMITATION OF LIABILITY; WARRANTY 7.1. Indemnification. CUES shall indemnify and defend City of Kent and hold it harmless from and against all claims, damages, losses, liabilities, and expenses, including attorneys' fees and costs, arising out of or resulting from: (a) any action by a third party against City of Kent that is based on any claim that any Services performed under this Agreement, or the results thereof, including without limitation Deliverables and/or Developed Software, infringe a patent, copyright or other proprietary right of any third party or violate a trade secret right of any person or entity; (b) arising out of or in connection with CUES performance of this Agreement, except for that portion caused by the City of Kent’s negligence. Legal counsel for the defense of any third party claim of infringement shall be selected by mutual agreement of CUES and City of Kent. CUES obligation of infringement indemnity pursuant to subs ection 7.1(a) above shall be subject to (i) City of Kent promptly notifying CUES, in writing, of the suit, claim or proceeding; and (ii) at CUES reasonable request and expense, City of Kent provision to CUES with reasonable assistance for the defense of the suit, claim or proceeding. 7.2. Intellectual Property Claims. If a claim of infringement occurs, or if CUES determines that a claim is likely to occur, CUES will have the right, in its sole discretion, to either: (i) procure for City of Kent, at CUES expense, the right or license to continue to use the Deliverables and/or CUES MSA for the City of Kent WA June 16, 2021 8 Developed Software free of the infringement claim; or (ii) replace or modify the Deliverables and/or Developed Software to make it non-infringing, provided that such replacement or modification provides substantially the same functionality in the Deliverables and/or Developed Software. If neither of these remedies are commercially reasonably available to CUES, CUES may, at its option, require the City of Kent to cease using the infringing Deliverables and/or Developed Software upon entry of a court or other, binding fact-finding authority’s order precluding further use of such Deliverables and/or Developed Software, and return to City of Kent all amount(s) paid to CUES hereunder, in addition to reimbursing the City of Kent for the costs it originally incurred in procuring the Deliverables and/or Developed Software from CUES. 7.3. Limitations. CUES shall have no liability for any infringement claim based upon: (i) the City of Kent’s alteration or modification of any Deliverable and/or Developed Software not provided or authorized by CUES, if the infringement would not have occurred but for the City of Kent’s alteration or modificat ion not authorized by CUES; (ii) use of the Deliverable and/or Developed Software in combination with other programs or data not intended to be used with the Deliverable and/or Developed Software, if the infringement would not have occurred but for the use in combination with such programs or data; (iii) use of the Deliverable and/or Developed Software in a way not provided for or described in the applicable documentation, if the infringement would not have occurred but for such use; or (iv) use of other than a current unaltered release of the Deliverable and/or Developed Software, after City of Kent has been reasonably notified that use of such release would avoid the infringement without any loss of functionality to City of Kent and CUES has reasonably provided to City of Kent such release free of charge, if the infringement would not have occurred but for the use of other than a current altered release of the Developed Software. 7.4. Warranty. CUES represents and warrants that: 7.4.1. the Services will be performed in a professional and workmanlike manner, consistent with applicable industry standards, and the corresponding specifications set forth in the applicable Statement of Work. 7.4.2 the Deliverables and/or Developed Software shall meet and conform t o applicable specifications as provided herein following its acceptance and during the Term. Vendor also represents and warrants that the Deliverables and/or Developed Software shall, in whole and in part, operate in accordance with the applicable approved configuration documentation and this Agreement. 7.4.3 CUES is the owner of the CUES Software and has the right to grant to the City of Kent the licensed rights to use the CUES Software and Developed Software without violating any rights of any third party worldwide. CUES represents and warrants that (i) CUES is not aware of any claim, investigation, litigation, action, suit or administrative or judicial proceeding pending or threatened based on claims that CUES Software or the Developed Software infringe or misappropriate any patents, copyrights, trade secrets or other intellectual property rights of any third party, and (ii) CUES Software or the Developed Software does not knowingly infringe upon or CUES MSA for the City of Kent WA June 16, 2021 9 misappropriate any patents, copyrights, trade secrets or any other intellectual property rights of any third party. 7.4.4 there exist no actual or potential conflict of interests concerning the Services to be performed under this Agreement, and that neither it nor its employees or agents, if any, is under any pre-existing obligation inconsistent with the provisions of this Agreement and that performance of the Services does not require the breach of any obligation to keep in confidence the proprietary information of another party. CUES has not brought and will not bring to City of Kent or use in the performance of the Services any materials or documents of another party considered confidential unless it has first obtained written authorization from such party for the possession and use of such materials and has received City of Kent prior written consent to use of such materials; 7.4.5 the Deliverables, the CUES Software, and/or Developed Software will not contain any viruses or disabling algorithms, and the Deliverables, CUES Software, and/or Developed Software will not contain any CPU, data or use dependencies, or other protective devices which would restrict or prevent the use, copying or modifications of the Deliverables, CUES Software, and/or Developed Software; 7.4.6 the use, copying, modification, publication, distribution or other exploitation of the Deliverables, CUES Software, and/or Developed Software will not infringe, breach or constitute a misappropriation of the intellectual property, other proprietary or contractual rights of anyone; 7.4.7 the tapes, diskettes or other media, if any, to be free of defects in materials and workmanship under normal use during the Term of this Agreement. During the Term of this Agreement, City of Kent may return defective media to CUES and it will be replaced without charge. 7.4.8 EXCEPT AS PROVIDED IN THIS AGREEMENT, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, DELIVERABLES AND/OR DEVELOPED SOFTWARE, INCLUDING BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. 7.5. LIMITATION OF LIABILITY; DAMAGES. EXCEPT WITH RESPECT TO SECTIONS 2, 4, 7 AND 9, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER. 8.TERM AND TERMINATION 8.1. This Agreement will become effective as of the Effective Date and will remain in effect until all Services have been completed or until terminated as provided below. Either party may terminate this Agreement, or the SOW, immediately upon notice to the other party, if the CUES MSA for the City of Kent WA June 16, 2021 10 other party breaches any material obligation under this Agreement, and such party fails to cure the breach to the notifying party's satisfaction within thirty (30) days after written notice to cure. 8.2. City of Kent may, by giving CUES ten (10) days prior written notice of termination, terminate this Agreement with or without cause, effective upon receipt of such notice without need of intervention of any court or other authority, and upon such termination City of Kent shall pay CUES any undisputed Service Fees which have been earned and accrued prior to such termination. 8.3. Upon termination of this Agreement, each party shall return to the other or destroy (and, upon request, certify such destruction to the other party) all Confidential and Proprietary Information of the other party (other than CUES Intellectual Property to which City of Kent holds license rights under this Agreement). 8.4. If any Deliverable or Developed Software is not developed or completed at the time this Agreement or the SOW is terminated for any reason, CUES shall deliver to City of Kent any partially completed Deliverable or Developed Software as it may exist as of the time the provision of the Services by CUES is terminated. 8.5. Upon the expiration or termination of this Agreement for any reason, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this Agreement shall not relieve CUES from its indemnification obligations or either party from any liability arising from any breach of this Agreement. 9. GENERAL 9.1. Insurance. CUES shall maintain insurance that is sufficient to protect its business against all applicable risks, at a minimum as set forth in the attached and incorporated Exhibit B, "Insurance Requirements." CUES shall promptly provide City of Kent with certificates of insurance to evidence CUES's continued compliance with Exhibit B. 9.2. Non-Discrimination. In the hiring of employees for the performance of work under this Agreement or any subcontract, CUES, its subcontractors, or any person acting on behalf of CUES or subcontractor 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. CUES shall execute the City of Kent Equal Employment Opportunity Policy Declaration, Comply with City of Kent Administrative Policy 1.2, and upon completion of the contract work, file the Compliance Statement, all attached and incorporated as Exhibit C. 9.3. Remedies. Termination of this Agreement shall not affect any right of action of either party prior to the termination being effected. All remedies shall be cumulative and may be exercised concurrently, or separately, which shall not be deemed to constitute an election of any one remedy to the exclusion of any other. In addition to any other remedy provided for herein, or at law or equity, City of Kent shall have the right to recover from CUES all damages reasonably caused by default of any representation or warranty. This paragraph shall not limit City’s right to pursue any other remedy available to it in law, at equity or pursuant to this Agreement. CUES MSA for the City of Kent WA June 16, 2021 11 9.4. Force Majeure. Except for the failure to make payments when due, neither party shall be liable for any damages or penalty to the other party for delays or failure to perform any obligations under this Agreement when such delay is wholly or partly due to factors beyond the party's reasonable control, including, but not limited to, delays in transportation and acts of God. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. The delayed party shall inform the other party immediately upon becoming aware of any delays of five (5) days or more. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that ma y be required under federal, state, or local law in response to the current pandemic. If a force majeure event occurs, the City of Kent may direct CUES to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City of Kent under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of CUES to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by CUES. 9.5. Entire Agreement . This Agreement, the SOW and the Exhibits referenced and attached hereto are incorporated as if fully set forth herein and constitute the entire agreement and understandings between the parties with respect to the subject matter hereof, and supersede all previous agreements and oral discussions and understandings between the parties with respect thereto. 9.6. Non-Solicitation. The parties agree that during the term of this Agreement, and for a period of nine (9) months after termination/expiration of this Agreement, neither party shall directly solicit for employment any person employed by the other party, without the other party’s prior written consent. 9.7. Modification of Agreement. This Agreement, the SOW and any Exhibit hereto may only be modified by a written agreement duly signed by persons authorized to sign agreements on behalf of City of Kent and of CUES. Any variance from the terms and conditions of this Agreement, the SOW or any Exhibits in any purchase order submitted by the City of Kent other written notification from the City of Kent will be of no legal effect. CUES agrees that the City of Kent, under certain circumstances and in accordance with the procedures set on the SOW, may elect to (i) amend the terms of the Services or (ii) change the category of Services it receives. City of Kent and CUES agree that City of Kent properly-made election to change the scope or type of Services it receives from CUES shall be deemed to be an amendment to the SOW. Neither the course of conduct between the parties nor trade usage will act to modify or alter the provisions of this Agreement. If City of Kent issues a purchase order or other similar document it shall be for City of Kent internal purposes and, therefore, even if it is acknowledged by CUES, the terms and conditions of such purchase order or similar document will have no effect on the Agreement or the Services. CUES MSA for the City of Kent WA June 16, 2021 12 9.8. Enforceability; Waiver. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The failure of either party to enforce rights granted hereunder or to take action against the other party in the event of any beach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 9.9. Marketing; Public Relations. With prior written approval and agreement, the parties agree that their respective marketing and public relations representatives will work together to create jointly approved releases. 9.10. Notices. Any notices required under this Agreement shall be in writing and may be hand delivered or shall be deemed received three (3) business days after mailing as certified mail, return receipt requested, to the following addresses: If to CUES: at the address listed on the first page of this Agreement, Attn: Director of Software Division. If to City of Kent: at the address listed on the first page of this Agreement, Attn: Collection Supervisor (TBD). 9.11. Applicable Law. This Agreement will be governed by the laws of the State of Washington and the laws of the United States of America without regard to conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. Both parties hereby agree and consent to the exclusive jurisdiction and venue of the courts of the State of Washington. 9.12. Dispute Resolution. The City of Kent and CUES desire, if possible, to resolve disputes, controversies and claims (Disputes) arising out of this Agreement without litigation. To that end, upon written notification of dispute by a party to the other, each party shall appoint a knowledgeable, responsible management representative to meet and negotiate in good faith to resolve any Dispute arising under this Agreement. If the parties are unable to settle any Dispute, the exclusive means of resolving that Dispute shall only be by filing suit as provided for under Section 9.8, unless the parties agree in writing to an alternative dispute resolution process. 9.13. Legal Fees. 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 sha ll be construed to limit the City of Kent’s right to indemnification under Section 7 of this Agreement. 9.14. Assignment. This Agreement is for Technical services and neither the Agreement nor the Services to be performed hereunder may be assigned by a party hereunder without express prior written consent from the other party, which consent shall not be unreasonably withheld, except that no consent shall be required if such assignment is made to an assignee in connection any restructuring of a party’s business, including without limitation a merger, acquisition, sale of intellectual property or sale or transfer of all or substantially all of the business, assets or equity of a party hereunder, provided that the successor agrees to be bound by all the terms o f this Agreement. CUES MSA for the City of Kent WA June 16, 2021 13 9.15. Independent Contractor. It is expressly understood that CUES and City of Kent are independent contractors, and that neither has the authority to bind or obligate the ot her party to any third party or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parties hereto. The parties do not intend to form a joint venture or partnership hereby, and no joint venture or partnership is formed hereby. It is agreed that CUES shall perform the Services under the direction of City of Kent as to the result of such activity, but that CUES shall determine the manner and means by which the Services are accomplished, subject to the express condition that CUES shall at all times comply with applicable law. 9.16. Employment Taxes and Benefits. Since CUES is an independent contractor, City of Kent will not withhold any amounts from any sums due CUES under this Agreement . It is agreed that it is the obligation of CUES to report as self-employment income all compensation received by CUES pursuant to this Agreement. CUES shall indemnify City of Kent and hold it harmless to the extent of any obligation imposed by law upon City of Kent to pay any federal, state or local withholding taxes, social security, medical, dental, workers compensation, disability insurance, pension, retirement or similar items in connection with any payments made to CUES by City of Kent pursuant to this Agreement on account of CUES or CUES's agents or employees, if any. Neither CUES nor CUES's employees or agents, if any, shall be entitled to participate in any plans, arrangements or distributions by City of Kent pertaining to any bonus, stock option, profit sharing, insurance or similar benefits for City of Kent employees. 9.17. Public Records Act. CUES acknowledges that the City of Kent 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 CUES 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, CUES agrees to cooperate fully with the City of Kent in satisfying the City of Kent’s duties and obligations under the Public Records Act. 9.18. Problem Notification. Each party will promptly notify the other in writing of any events or circumstances that will affect t he performance of its obligations under this Agreement including the delivery of any deliverable or delay in completion of any of its obligations. 9.19. City Business License Required. Prior to commencing the Services provided for under this Agreement, CUES agrees to provide proof of a current City of Kent business license pursuant to Chapter 5.01 of the Kent City Code. 9.20. Counterparts and Signatures by 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 email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. 9.21. Survival. The provisions of Sections 5, 6, 7, 8 and 9 will survive the expiration or earlier termination of this Agreement or the SOW. All other rights and obligations of the parties shall cease upon termination or expiration of this Agreement. , Deputy 06/30/2021 CUES MSA for the City of Kent WA June 16, 2021 15 EXHIBIT A STATEMENT OF WORK CUES and the CUES Software Division will schedule, plan and implement the GraniteNet software integrated with ESRI and Cityworks based on the following Scope of Work (the “Services”). These services are to be provided to the City of Kent, WA by experienced technical implementation specialist resources from the CUES Software Division. All implementation services will be provided virtually through CUES collaborative online meeting and training tool (Zoom.us). In addition to Zoom, CUES will also utilize its secure online Project Management site called Teamwork. In addition, CUES will deploy an Onsite Basic Trainer to the City of Kent to train Operations staff to utilize the software as defined in the Statement of Work. With nearly a decade of utilizing this implementation and training process, CUES has achieved great success with hundreds of clients to date. Overview: The City of Kent wishes to implement CUES’ GraniteNet Asset Management and Decision Support software platform as the collection and analysis software tool for field CCTV inspections, including integration between GraniteNet and ESRI GIS as well as Cityworks. CUES will provide the implementation services summarized below. 1. CUES shall setup and configure the connection between GraniteNet and the City of Kent ESRI GIS data source for import/export. The City of Kent will provide details on the following: a.Which attributes will be brought into GraniteNet from the City of Kent’s GIS database; CUES MSA for the City of Kent WA June 16, 2021 16 b.Will GraniteNet data be sent back to the City of Kent’s GIS database, and if so which data (asset attributes, inspection information, observational details, scores, etc.); and, c.If GraniteNet data is to be sent back to the City of Kent’s GIS database, then the appropriate fields in GIS will have to be created to accommodate the entries. 2.CUES will document the GraniteNet~ESRI configuration with guidance from appropriate technical staff assigned by the City of Kent. 3.CUES shall train the City of Kent GIS staff on the use of the GraniteNet~E SRI interface and configuration so that the knowledge is locally based and retained in documentation going forward. 4.CUES software implementation trainers will train the staff identified by the City of Kent in the configuration, management, and use of the GraniteNet software including the integration with ESRI and GraniteNet Reporting. 5. CUES software implementation specialists will identify and configure the links necessary for bringing Inspection work orders in from Cityworks to GraniteNet for actionable inspection tasks. This will include: a.The login ID to be used; b.The Work Order(s) Template to be used; c.The Universal Custom Fields (if any) to populate from the Work Order (WO); d.The Task(s) that will be linked to the WO; and, e.Any custom fields that need to be exported back to CityWorks. 6. CUES software implementation specialists will assist in configuring the integration profile(s) between Cityworks and GraniteNet based on feedback from the City of Kent. 7.CUES software implementation specialists will assist in documenting the Cityworks integration and training City of Kent personnel on maintaining the interface. 8.Finally, CUES, in collaboration with the City of Kent, will review the existing reports available in GraniteNet and decide on which ones the City of Kent would prefer to generate. CUES will demonstrate how these reports can be created and scheduled for auto- generation from the GraniteNet Scheduler module during the onsite training. During the GraniteNet implementation project, CUES will setup and coordinate access to Teamwork. As noted above, Teamwork is an online project management tool that will allow for CUES, and City of Kent staff to collaborate as well as provide access to documentation and management user guides. Once the project is fully implemented all project documentation in PDF format will be available from the Teamwork site for final archiving and retention. Based on the City’s requirements and desired process flow a schedule will be created between Project Managers from CUES and the City of Kent to define realistic timetables for completion. Below is a sample of the tasks list that will be established specific to the City of Kent during the first kick-off meeting for the project (these tasks below are a sample only): CUES MSA for the City of Kent WA June 16, 2021 17 While working closely with the City of Kent’s IT staff, CUES will initiate a Non-Production System Testing task. The GraniteNet software will be configured and installed within the test environment with the dedicated support from the City’s staff. Connectivity to all “Primary” applications (ESRI and Cityworks) will be established and data exchanges will exercise the system as defined in the SOW. The results of the Non-Production testing shall be documented and resolved until the City is accept and sign off on the completion of system testing tasks. The results of all testing will be documented to include the following: Reference to the appropriate section of the test procedures Test results for each test segment including a passed/failed indication and any modifications made to the procedures during the test Sign-off by CUES test engineer and from the City of Kent representative witnessing the test Date of the test Provision for comments by City of Kent’s representative Copies of any variance reports generated System logs or printouts saved as part of the test. CUES MSA for the City of Kent WA June 16, 2021 18 Tests conducted by CUES may not prevent the operation of existing systems or cause system interruptions unless previously approved by the City of Kent. CUES will finalize a Production System Acceptance Testing Criteria with the City of Kent’s Project Manager to perform an “acceptance” test that demonstrates that the implemented system performs according to the requirements defined in this Statement of Work. Based on the results of the Production System Acceptance Testing, CUES and the District will determine readiness to perform the final Cut-over. The Cut- over plan will be finalized with the City and a subsequent ‘go live’ date will be authorized and set. Such authorization will not be unreasonably withheld by the City of Kent and in parallel CUES will advise the City on the decommissioning of parallel, legacy systems to prevent barriers to adoption of the GraniteNet software platform. Cut-over will be deemed complete and “accepted” when all of the activities defined in the Statement of Work are determined to be functioning acceptably as designed and represented (excluding defects caused by 3rd Party software vendor(s), if any, which exist outside the scope of CUES control under this SOW). Following the deployment of GraniteNet Asset Management and Decision Support Software platform, CUES will support the City of Kent under its existing Enhanced Annual Support Agreement, which provides the City with the highest and most comprehensive Support options, including perpetual free “full point” upgrades of GraniteNet software with valid enrollment. Please review the CUES Annual Support Plan Agreement and Upgrade Policy document that the City has purchased separately under its existing enrollment. CUES offers an online support site to its customers at: GraniteNet Support Portal http://support.gnet.us.com. The site provides access to download technical documentation, recent software releases, participation in customer forums and a location to upload data to CUES for testing/troubleshooting. CUES Support Plans provide remote online assistance, email- based support and an 800 toll-free number to call to receive Support. The CUES Enhanced Annual Support Plan serves as an instrument to provide warranty-like benefits. CUES encourages its clients to enroll in a Support Plan to receive constantly improved software releases perpetually. This concludes the Statement of Work for the implementation and training services to be provided herein CUES MSA for the City of Kent WA June 16, 2021 19 EXHIBIT B – Price Quote June 16th, 2021 Quote#QUO2153 Melissa Janson City of Kent 220 Fourth Avenue South Kent, WA 98032 Office: (253) 856-4605 MJanson@kentwa.gov RE: GraniteNet Software Quote Dear Melissa Janson: Thank you for the opportunity to quote the GraniteNet Asset Inspection and Decision Support software platform from CUES, the most trusted brand in North America for pipeline inspection technology. For more than a decade, CUES has supplied the industry with the most innovative and extensible software platform available to help utilities and contractors alike achieve their regulatory and productivity goals. Our clients demand software that is able to be customized to meet their needs while supporting the process flows unique to their organization. GraniteNet offers unmatched flexibility to create many different types of inspections in addition to CCTV assessments such as cleaning inspections, smoke test inspections, GPS surveys, inclination surveys, hydrant inspections, light pole inspections etc. Additionally, this new software platform offers a very simple User Interface to allow people to quickly become proficient users, often in a matter of minutes. For those organizations that desire more advanced capabilities such as GIS map (ESRI/Cartegraph) integration, CMMS integration (Cityworks, Maximo, Infor Hansen), User Management controls, enterprise database support (Oracle & SQL), a Web-based Portal, custom Scoring formulas, etc., the CUES GraniteNet software platform can meet the needs of the City of Kent now or in the future as the requirements evolve. The following is a short description of each GraniteNet software package and the suggested optional modules to be included in the software package for the City of Kent. Items showing the discounted amount in red are items that are currently owned by the City and are being upgraded from Granite XP to GraniteNet at no additional cost. Items without the discounted amount in red are software modules and services not previously owned or used by the City of Kent, hence not eligible for no cost upgrade under our software support plan policy. Please feel free to contact us with any questions. Sincerely, The CUES Software Department Page 1 of 7 QUO2153 - Kent, WA GraniteNet Upgrade Quote 06/16/2021 CUES MSA for the City of Kent WA June 16, 2021 20 Part#GraniteNet Software & Services Price Qty. Subtotal Discount Actual New Asset(s) or Existing Asset(s) are shown in blue italic below for reference GN901 GraniteNet Inspection Premium Package including: Core Advanced, Core Advanced Features, Core Basic Features, Main Inspection Module, Distance Acquisition, Video Indexing Module, Video Recording Module, Still Image Capture Module, GraniteNet Titler Module, Data Transfer Module, Management Console, CUES Standard Module 501870 $14,000 1 $14,000 ($14,000) $0 GN521 GraniteNet ESRI Interface Module 501870 $7,895 1 $7,895 ($7,895) $0 GN525 GraniteNet CUES Pipescore for CUES Module 501870 $2,950 1 $2,950 ($2,950) $0 GN519 GPS Collec tion Module 501870 $2,950 1 $2,950 ($2,950) $0 GN549 GraniteNet Inclination Module 501870 $2,100 1 $2,100 ($2,100) $0 GN904 GraniteNet Office Software License including: $1,250 3 $3,750 ($3,750) $0 Core Advanced, Core Advanced Features, Core Basic Features, Main Inspection Module, Video Indexing Module, Still Image Capture Module, Data Transfer Module, Management Console, , CUES Standard Module, CUES Standard Module OF0074, EN0586, 502743 GN523 GraniteNet ESRI Import Module OF0074 $2,005 1 $2,005 ($2,005) $0 GN507 GraniteNet PACP Module 501870 $2,450 1 $2,450 $2,450 GN506 GraniteNet CUES Pipescore for NASSCO Module 501870 $995 1 $995 $995 GN560 GraniteNet H.264 Module 501870 $380 1 $380 $380 GN552 GraniteNet Cityworks Interface 501870 $5,000 1 $5,000 $5,000 GN522 GraniteNet Scheduler Module OF0074 $1,495 1 $1,495 $1,495 GN577 GraniteNet Cityworks Implementa tion OF0074 $4,500 1 $4,500 $4,500 GN576 GraniteNet ESRI Implementation OF0074 $4,500 1 $4,500 $4,500 8800002 On Site Training $703 3 $2,109 $2,109 NEW, NEW, NEW 10.1% Tax $2,164.34 Grand Total $23,593.34 This Quotation is valid for 90 days for the itemized products and services listed herein and is subject to the following Terms and Conditions. Delivery of a purchase order by Buyer pursuant to this quotation shall be deemed to be an acceptance by Buyer of these Terms and Conditions. Pro-rata payments shall become due upon the shipment of goods and/or delivery of services. Seller shall not be liable or penalized for any delays beyond its reasonable control, including but not limited to acts of God, acts of Buyer, carrier delays, accidents, etc. In the event of any such delay, delivery or performance shall be extended accordingly and shall not relieve Buyer of its obligation to accept and make payment net 30 days from the date deliverables are provided. Past due invoices are subject to 1.5% per month (18% APR) charge or as permitted by applicable law. Payments made by credit card may be subject to an additional 3% finance fee at the time of processing. No merchandise will be acceptable for return without a Material Return Authorization Number written on the outside of the package. No returns will be accepted on used electrical parts. CUES MSA for the City of Kent WA June 16, 2021 21 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.Commercial General Liability insurance shall be written on an occurrence form and 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 included as an insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City. . 2.Professional / Cyber Liability insurance appropriate to the Consultant’s profession. 3.Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Amounts of Insurance Consultant shall maintain the following insurance limits: 1.Automobile Liability insurance with a 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, $3,000,000 general aggregate. Coverage may be in the form of an underlying GL policy combined with an Umbrella/Excess policy in order to meet the limits required. 3.Professional / Cyber Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. CUES MSA for the City of Kent WA June 16, 2021 22 EXHIBIT C (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 Consultant’s Commercial General Liability 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 Consultant’s insurance and shall not contribute with it. 2.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 included as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement including 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 in the event of a claim or lawsuit. The Consultant’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 A:VII. E. Verification 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 endorsement, evidencing the insurance requirements of the Consultant 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. Holder Identifier : 7777777707070700077763616065553330772617446304557707442027772507300073640577146321120772405113067011207566415376674516075226331760327740710401355423675207144017572274130077727252025773110777777707000707007 6666666606060600062606466204446200620000424006220206200226060262222062020262400420000622022426204020006202004262242200060222240600422220622202404004200206222224062202420066646062240664440666666606000606006Certificate No :570087259004CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/10/2021 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Central, Inc. Grand Rapids MI Office 50 Louis Street NW Suite 200 Grand Rapids MI 49503 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (616) 456-5366 INSURED 22667ACE American Insurance CompanyINSURER A: 20702ACE Fire Underwriters Insurance Co.INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX(A/C. No.): CONTACTNAME: Cues, Inc. SPX Corporation 6325 Ardrey Kell Road Suite 400 Charlotte NC 28277 USA COVERAGES CERTIFICATE NUMBER:570087259004 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.Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $2,000,000 $2,000,000 $2,000,000 $3,000,000 $3,000,000 A 01/01/2021 01/01/2022 SIR applies per policy terms & conditions General Liability - SPX XSLG71565075 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X X X BODILY INJURY (Per accident) $1,000,000A01/01/2021 01/01/2022 COMBINED SINGLE LIMIT (Ea accident) ISAH25309406 EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ER PER STATUTEA01/01/2021 01/01/2022 Deductible - AOS SCFC67814563B 01/01/2021 01/01/2022 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN Retro - WI WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 WLRC67814526 EL Each AccidentWCUC6781460501/01/2021 01/01/2022 Excess - MI & OH $1,000,000EL Disease - Policy EL Disease - Ea Empl $1,000,000 Excess WCA SIR applies per policy terms & conditions $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) See next page for additional information. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Kent Attn: Melissa Janson 220 Fourth Avenue South Kent WA 98032 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Certificate-holder is Additional Insured under the General Liability policy described hereon up to the limits of liability required in the contract and only with respect to the work performed and/or products supplied in Community Utility Equipment Services, Inc. Master Services Agreement/Job Description: GraniteNet Support services-as provided in the attached endorsement, this insurance applies only to the vicarious liability of the Additional Insured as a result of the Named Insured's performance of the above scheduled contract and not to liability arising out of the negligent, willful or tortuous misconduct of any person or organization included as an additional insured hereunder. Certificate-holder is Additional Insured under the Automobile Liability policy described hereon only with respect to Named Insured's activities in connection with the contract described hereon - as provided in the attached endorsement, this insurance applies only to the vicarious liability of the additional insured and does not apply to or cover any liability arising out of the negligence, willful misconduct or tortuous misconduct of any person or organization included as an additional insured hereunder. The General Liability and Automobile Liability policies described hereon are primary and non-contributory only to the extent allowable by law and only to the extent that Named Insured has assumed liability under the contract described hereon. Separation of Insureds (cross liability) is included in the policies described hereon. Limits of Liability shown for General Liability policy #XSLG71565075 are in excess of a Self-Insured Retention of $250,000 per occurrence. Limits of Liability shown for the Excess Workers' Compensation policy #WCUC67814605, for Michigan & Ohio, are in excess of a Self-Insured Retention of $1,000,000 per occurrence. FORM TITLE:FORM NUMBER: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ADDITIONAL REMARKS EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER Aon Risk Services Central, Inc. NAMED INSUREDAGENCY LOC #: 570000011078AGENCY CUSTOMER ID: © 2008 ACORD CORPORATION. All rights reserved. See Certificate Number: See Certificate Number: The ACORD name and logo are registered marks of ACORD 570087259004 570087259004 ACORD 25 Certificate of Liability Insurance Additional Description of Operations / Locations / Vehicles: ACORD 101 (2008/01) ADDITIONAL REMARKS SCHEDULE Page _ of _ Cues, Inc. 0 SCHEDULED CONTRACT ADDITIONAL INSURED ENDORSEMENT Named Insured Endorsement Number SPX Corporation 120 Policy Symbol Policy Number Policy Period Effective Date of Endorsement XSL G71565075 01 /01 /2021 - 01 /01 /2022 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: GENERAL LIABILITY COVERAGE FORM EXCESS GENERAL LIABILITY COVERAGE FORM Solely with respect to a written contract shown in the Schedule below, the following is added to Section II.2 - Who Is An Insured: e. Any person or organization that you are required to include as an additional insured under this policy because of a scheduled contract that: 1) Is in effect during this policy period; and 2) Was executed prior to the "occurrence" of the "bodily injury" or "property damage"; and 3) Qualifies as an "insured contract" as defined in this policy. Such person or organization is an additional insured only for: 4) Coverage under Section I - Coverages, Coverage A. Bodily Injury and Property Damage Liability; and 5) Liability arising out of "your work" or "your product" for that additional insured; and 6) For the period of time required by the scheduled contract and in no event beyond the expiration of this policy. In the event that the Limits of Insurance provided by this policy exceed the Limits of Insurance required by the scheduled contract: 7) The insurance provided by this endorsement shall be limited to the Limits of Insurance required by the written contract; and 8) This endorsement shall not increase the Limits of Insurance stated in the Declarations under Item 3. Limits of Insurance pertaining to the coverage provided herein. Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless the written contract specifically requires that this insurance apply on a primary or non-contributory basis. In accordance with the terms and conditions of the policy and as more fully explained in the policy, as soon as practicable, each additional insured must give us prompt notice of any "occurrence" which may result in a claim, forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with all of the policy's terms and conditions. Authorized Representative LD-25423a (12/10) Page 1 of 2 SCHEDULED CONTRACT ADDITIONAL INSURED ENDORSEMENT However, this insurance does not apply to liability arising out of the negligent, willful or tortious misconduct of any person or organization included as an additional insured hereunder, but only to the vicarious liability which occurs as a result of your performance of a scheduled contract. Upon our request, you will provide us with a schedule of such written contracts as soon as practicable. SCHEDULED CONTRACTS: Per schedule on file with Company, received quarterly Authorized Representative LD-25423a (12/10) Page 2 of 2 9 ADDITIONAL INSURED — DESIGNATED PERSONS OR ORGANIZATIONS Named Insured Endorsement Number SPX Corporation 4 Policy Symbol Policy Number Policy Period Effective Date of Endorsement ISA H25309406 01 /01 /2021 to 01 /01 /2022 Issued By (Name of Insurance Company) ACE American Insurance Company the above is required to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Additional Insured(s): Any person or organization whom you have agreed to include as an additional insured under a written contract. Drovided such contract was executed Drior to the date of loss. A. For a covered "auto," Who Is Insured is amended to include as an "insured," the persons or organizations named in this endorsement. However, these persons or organizations are an "insured" only for "bodily injury" or "property damage" resulting from acts or omissions of: 1. You. 2. Any of your "employees" or agents. 3. Any person operating a covered "auto" with permission from you, any of your "employees" or agents. B. The persons or organizations named in this endorsement are not liable for payment of your premium. C. This insurance applies only to the vicarious liability of the additional "insured" listed in the Schedule above, and does not apply to or cover any liability arising out of the negligence, willful misconduct or tortious misconduct of any person or organization included as an additional "insured" hereunder. DA-37517 (04/12) Page 1 of 1 Holder Identifier : 7777777707070700077763616065553330772617446304557707442027772507300073640577146321120772405113067011207566415376674516071662375720367300754405351467631207504013572274530077727252025773110777777707000707007 6666666606060600062606466204446200600220626224200006222006040260220060002040622602000622022404226000206002204262260200062220060600402000622222404226020206222224260220622066646062240664440666666606000606006Certificate No :570087259018CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/10/2021 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Central, Inc. Grand Rapids MI Office 50 Louis Street NW Suite 200 Grand Rapids MI 49503 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (616) 456-5366 INSURED AA1128623Lloyd's Syndicate No. 2623INSURER A: INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX(A/C. No.): CONTACTNAME: Cues, Inc. SPX Corporation 6325 Ardrey Kell Road Suite 400 Charlotte NC 28277 USA COVERAGES CERTIFICATE NUMBER:570087259018 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.Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG GEN'L AGGREGATE LIMIT APPLIES PER: PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) BODILY INJURY (Per accident) COMBINED SINGLE LIMIT (Ea accident) EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT OTH-ER PER STATUTE Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below Professional LiabiliFSCEO210008401/31/2021 01/31/2022 Prof Liab - E&O-Primary $1,000,000Deductible Prof Liab Agg - All $1,000,000 E&O-MPL-PrimaryA SIR applies per policy terms & conditions $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Community Utility Equipment Services, Inc. Master Services Agreement. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Kent Attn: Melissa Janson 220 Fourth Avenue South Kent WA 98032 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. EXHIBIT D CUES GRANITENET ANNUAL SUPPORT PLAN CUES Software Support Agreement Terms and Conditions CUES Software Support Plan Options The CUES Software Division offers comprehensive support services to fit your organization’s needs and budget. This is just one way CUES demonstrates that it is committed to helping you get the maximum performance and benefit from your software and hardware investments. Software support is provided in three categories based upon the customer’s support needs. 90 Day Support Plan When a customer purchases a Granite Software Product from CUES, they automatically receive a “90 Day” Support Plan for a period of 90 days following the delivery of the software. This period begins when the software has been installed, activated and the end users trained on the operation of the software. The 90 Day Support Plan is offered to Granite-trained end-users only. These end-users will have completed a training program from a CUES representative. All customer information and contact information will be verified upon receipt of all support calls to the CUES Help Desk. Within the 90 Day Support Plan term, customers may upgrade to the most current version of Granite Software and receive support services as outlined below: Annual Support Plan Customers who seek to maximize the return on their software investment for may enroll in the Annual Support Plan program to receive continuous upgrades and enhancements. Especially those users who experience frequent employee turnover or have multiple crews should invest in an Annual Support Plan for each of their purchased Software Products to stay current with new technologies and to ensure productivity with up-time in the field. The Annual Support Plan enrollment period begins any time during the complementary 90 Day Support Plan period up to one hundred and fifty days (150) from the original date of activation of the Software Products. The Annual Support Plans are valid for 1 year and must be renewed annually. The CUES Help Desk provides the following services under these plans: Telephone support Monday through Friday, 8 AM to 5 PM ET Email support via GraniteSupport@cuesinc.com or Fax support via fax at 1-407-425-8469 Remote Online Technical Support* Access to online support services (including FAQ’s, The Cues Knowledge Base, User Forums and downloads) Online review sessions with a support specialist pre-scheduled at a mutually convenient time. The topics can cover the base product as well as advanced user concepts and best practices. Free ongoing software maintenance and enhancement Release Updates (available online for download including the latest technical documentation and the most current version of the Granite Software) User configuration assistance via an online interactive technical support team The Annual Support Plan fees per eligible software product are: GraniteNet Premium Support Plan $1,800.00 per Premium Inspection Software Package** GraniteNet Basic Support Plan $900.00 per Basic Inspection Software Package** GraniteNet No Video Basic Support Plan $450 per GraniteNet No Video Software Package** GraniteNet Office Desktop Support Plan $350.00 per Office Desktop Software Package** GraniteNet Web Office (Viewer) Support Plan $2,500.00 per WebOffice (Viewer) Software Package** GraniteNet Data Management Support Plan $1,800.00 per Inspection Data Management Software Package** GraniteNet WebInspect Server Support Plan $2,000.00 per WebSync Server Software Package** Support for the GraniteNet Viewer Software Package Since the Viewer Software Package comes bundled with the purchase of other CUES software packages, the terms of support are covered under the support purchased for the software for which it came bundled with. *Certain elements of the support plans require the customer to have internet access. **Plans must be renewed within 60 days after the expiration date to avoid re-enrollment fees. Please review the Enrollment and Upgrade Policy below in Exhibit B. ***CUES reserves the right to determine that a particular technical issue may be caused by a Third Party software vendor, which could require, for example, advanced database administration. In such cases, CUES may escalate this issue to one of its professional services resources at an additional fee structure or refer the issue to the Third Party software vendor for resolution. CUES Software Enrollment and Upgrade Policy CUES manufactures constantly evolving software products to meet its customers’ requirements. Therefore, to provide its customers with continuously improved software, CUES has specific upgrade policies and eligibility rules which are tied to enrollment in its Annual Support Plan for each purchased product described in Exhibit A, herein. There are two types of upgrades available: 1.Simple upgrade to the most current version of the customer’s Granite XP or GraniteNet Software. 2.Comprehensive one-time “Granite XP to GraniteNet” upgrade of all eligible software licenses. *Additional charges not covered by the Support Plan may apply such as hardware upgrades, data conversion services and re- implementation fees. When a customer purchases a new CUES Software product, the customer automatically receives a complementary “90 Day” Support Plan for a period of 90 days following the activation or training of the software, which ever comes later. The 90 day period begins when the software has been installed and activated with key codes provided by CUES and recorded in its customer tracking database. For customers who will receive on-site, basic operator training, the 90 day period begins on the final day of the on-site training report provided by CUES. During the 90 Day Support Plan period, the customer is eligible to upgrade upon request to the most current version of Granite Software they have purchased. Existing Support Plan customers must renew their enrollment in the Annual Support Plan within 60 (sixty) days of the current plan’s expiration date to maintain their enrollment and eligibility status to obtain software upgrades. Customers who fail to renew their Support Plan within the 60 day grace period shall be charged a re-enrollment fee per eligible software product plus the cost of the Annual Support Plan prorated amount per month for the elapsed time without coverage up to 3 years (36 months). After 3 years (36 months) without a valid Support Plan, re-enrollment in the Annual Support Plan program is not permitted, however the software may function perpetually in a customer-controlled environment without support or customer may purchase new software licenses. CUES or its authorized Dealers may notify the Customer that their Plan(s) is/are nearing the end of its/their term, but it is the sole responsibility of the Customer to keep the Annual Support Plan current and effect payment to CUES to avoid any possible re-enrollment fee(s). Expiration dates are clearly shown on Customer’s account record available via the secure Customer Support Portal. Customers who have not enrolled in the Annual Support Plan may contact CUES to obtain a quote for the two types of upgrades available described above. The re-enrollment fees for each individual software license are listed below: Re-Enrollment Fee Premium Package $2,500.00 Basic Package $1,750.00 No Video Basic Package $900.00 Office Package $500.00 All GraniteNet Viewers may be upgraded for free. CUES may notify the Customer that a Support Plan is nearing the end of its term, but it is the sole responsibility of the Customer to keep the Support Agreement current and effect payment to CUES to avoid any possible re-enrollment fee(s). EXHIBIT E CITY OF KENT NON-DISCRIMINATION POLICY AND FORMS 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: _Sanjiv Devani______________________________________ For: ____CUES Inc __________________________________ Title: ___Software Implementations Director______________________________________ Date: ____06­28­2021___________________________________ 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. 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: ______________________________________