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HomeMy WebLinkAboutCAG2021-387 - Original - Anaconda Networks, Inc. - Master Agreement with Purchase of Emergency Equipment - 09/01/2021ApprovalOriginator: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 Equipment and Hardware Purchase, Software License, and Maintenance Agreement for current and future purchases. Also includes purchase of mobile emergency communications equipment and case for ECC. $47,352.30 EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 1 EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT This Equipment and Hardware Purchase, Software License, and Maintenance Agreement (Agreement) is between the CITY OF KENT (City), a Washington Municipal Corporation located at 220 Fourth Avenue South, Kent, WA 98032 and ANACONDA NETWORKS, INC. (Vendor), organized under the laws of the State of Colorado with its principal place of business at 1724 Majestic Drive, Unit 108B Lafayette, CO 80026. This Agreement is to obtain access to equipment, hardware, and software marketed and provided by Vendor, on an as-needed basis, all of which will continue to be supported and maintained by Vendor under the terms of this Agreement. 1.Description of Work. Vendor shall provide the City with equipment, hardware, software licenses, and maintenance services on an as-needed basis. Upon the City’s request, Vendor will provide the City with an estimate that describes the equipment, hardware, software, or maintenance services desired, along with their total cost inclusive of tax. If the City accepts the pricing provided for in the Vendor’s estimate, Vendor shall provide those items under the terms provided for in this Agreement. Upon acceptance of the estimate by the City, such estimate shall form an addendum to this Agreement and shall be subject to its terms and conditions. However, the estimate shall provide only for the product and its associated cost; no additional purchase terms or contract provisions included on any estimate shall be given effect or shall otherwise alter the provisions of this Agreement or apply to the City’s purchase. When an estimate is accepted and an order placed, Vendor will ship the order within 10 working days for goods available, and within 2 weeks for specialty items. If a product cannot be shipped within that time frame, Vendor shall notify the City as to why the product cannot ship within those time frames and shall provide an estimated shipping date. If such shipping date is not acceptable to the City, the City may cancel the order without penalty or other cost. 2.Risk of Loss. All orders shall include freight prepaid, F.O.B. destination, and shall be included within any cost estimate provided to the City. The risk of loss of all orders shall pass to the City upon the completion of both (a) delivery of that equipment and hardware to: (i) the City’s designated location; or (ii) another location owned or controlled by the City and specified by the City for such delivery; and (b) the signature of the person authorized to receive the delivery. 3.Change Orders. No changes or revisions to the equipment, hardware, software, or maintenance services shall be made from that ordered by the City and approved through Vendor’s estimate, except pursuant to the terms of this Agreement. The City may alter any requested equipment, hardware, software, or maintenance services by submitting a change order for Vendor’s acceptance. Each change order will consist of a brief outline of the new or different equipment, hardware, software, or maintenance services, the agreed upon cost(s) therefore, and other specifics unique to the request. Upon acceptance of the change order by Vendor and the mutual written agreement of the parties with respect to proceeding with the requested change order, such change order shall form an addendum to this Agreement and shall be subject to its terms and conditions. 4.City Property. Unless otherwise specified, title to any equipment or hardware provided under this Agreement shall pass to the City upon its acceptance. Vendor shall at all times protect the City’s property and data from injury or loss arising in connection with this Agreement. 5.Grant of License to Access and Use Software. For the term of this Agreement including any renewal or extension, Vendor hereby grants to City, including to all its Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 2 and use any software provided by Vendor (the "software") for the City’s non-commercial government operations. The City shall refrain from taking any steps such as reverse assembly or reverse compilation, to derive a source code equivalent to the software as further described in Section 13.3. 6. Term. The initial term of this Agreement shall begin on August 4, 2021, or the last date signed below, whichever event occurs later, and continue through December 31, 2022 (Initial Term), with the option for the City to renew annually thereafter for up to five additional one (1) year terms (each a Renewal Term) for a maximum contract term through December 31, 2027. This Agreement shall automatically renew for a Renewal Term unless City gives written notice of cancellation at least 30 days prior to the expiration of the Initial Term or any Renewal Term. Any reference in this Agreement to “days” shall mean “calendar days” unless a different meaning is expressly stated. 7. Subscription Fees/Taxes. 7.1 Fees for Goods and Services. In consideration of the Vendor providing the City with the equipment, hardware, software licenses, and maintenance services as provided for in this Agreement, the City agrees to pay any invoice issued by the Vendor that is consistent with a previously approved estimate or change order, and upon the City’s receipt and acceptance of such items as conforming to the terms of this Agreement. For any software license or maintenance fees due, the Vendor shall invoice the City for those fees at least 30 days before the commencement of the term applicable to those license and maintenance fees. 7.2 Undisputed Fees. Undisputed invoices shall be due and payable by the City within 30 days of invoice receipt. City shall notify Vendor in writing of any disputed amount within 15 business days of receipt of the applicable invoice. Portions of invoices that are subject to a good faith billing dispute shall not be considered delinquent for purposes of this Agreement. Disputed billings are subject to Section 20.2, Dispute Resolution. 7.3. Taxes. All contract amounts shall be inclusive of sales or other applicable taxes, and invoices shall include all tax obligations stated separately from the contract amounts. City 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 under this Agreement. 7.4 Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. 8. System Availability and Support Services. The City’s license to access and use any software will be available to the City throughout the term of this Agreement, along with maintenance and support services as described in Section 10 and the attached and incorporated Exhibit A. 9. Representation and Warranties. 9.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, and shall have obtained and continue to maintain all licenses, permits, and certifications required for such Party in connection with the performance of this Agreement; (b) the execution of this Agreement and performance of its obligations hereunder do not EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 3 and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid, and binding obligation when signed by both Parties. 9.2 Vendor Warranties and Representations. Vendor represents and warrants as follows: a. It will faithfully and satisfactorily perform in accordance with the provisions of this Agreement. In addition, all services or other work performed by Vendor 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 and service level commitments. b. For all deliverables, including but not limited to, equipment, hardware, software, and third-party products provided by Vendor, Vendor shall be the primary point of contact and shall be responsible for coordinating the delivery of all products to the City and taking commercially reasonable action to cause the products to conform to and be delivered as provided by this Agreement. Without limiting the foregoing, if any of Vendor’s subcontractors shall fail to deliver the products as required, Vendor shall take commercially reasonable action as the City may request to enforce the terms of any subcontract agreement between Vendor and its subcontractor. c. All equipment, hardware, and software, in whole and in part, shall operate: in accordance with applicable specifications and the requirements of this Agreement; in accordance with the description of the functions and capabilities as described in Vendor’s documentation, provided that the equipment, hardware, and software are properly used in accordance with Vendor’s instructions; and shall operate and be maintained error free, or if errors occur, Vendor will timely correct, update, or modify the software to correct those errors at no charge to the City; throughout the term of this Agreement, including any renewal or extension thereof. If any equipment, hardware, and software sold to the City through this Agreement are third-party products that are not branded by Vendor, Vendor sells those third-party products to the City with the manufacturer’s or publisher’s standard warranty, license, and maintenance provisions. For such third-party products, Vendor will provide all warranty and maintenance call numbers and will assist the City in engaging the manufacturer on warranty and maintenance issues. d. The deliverables provided under this Agreement are subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. e. It will promptly correct all defects in workmanship and materials: (1) when the Vendor knows or should have known of the defect, or (2) upon the Vendor’s receipt of notification from the City of the existence or discovery of the defect. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect, unless this Agreement provides otherwise. 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. Additionally, if any repaired or replaced product proves to be inadequate, or fails of its essential purpose, the Vendor will refund the full amount of any payments that have been made with respect to that product. f. Vendor is the owner of the software licensed hereunder, or otherwise has the right to grant to the City, the licensed rights to access the software through this Agreement without violating any rights of any third-party worldwide. Vendor is not aware of any claim, investigation, litigation, action, suit or administrative or judicial proceeding pending or threatened based on claims that Vendor’s software infringes or misappropriates any patents, copyrights, trade secrets or other intellectual property rights of any third-party; and Vendor’s software does not knowingly infringe upon or misappropriate any patents, copyrights, trade secrets or any other intellectual property rights of any third-party. g. In performing the maintenance services under the Agreement, Vendor shall EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 4 substantially and materially comply with the descriptions and representations as to those services, including performance capabilities, accuracy, completeness, characteristics, Statement of Work, configurations, standards, function, and requirements. Additionally, vendor will: i Promptly and diligently perform and reperform services which are not in compliance with documentation/specifications, representations, and warranties at no additional cost to the City; ii Maintain the equipment, hardware, and software in accordance with the specifications and terms of this Agreement and meet all availability and system performance service levels as specified in this Agreement. In the event the services require failover activities, then Vendor shall be responsible for continuance of the services and the City shall not be subject to additional costs unless otherwise specified in this Agreement. iii Promptly coordinate with the City all tasks related to correcting problems and deficiencies connected with the equipment, hardware, and software. iv Not disable any City software, including Vendor’s software, without notice to and agreement by the City. v Refund to the City fees previously paid for any unused term and for the time for which a deficiency existed that the Vendor was unable to remedy, if the City elects to terminate this Agreement due to that deficiency. h. Vendor’s performance under this Agreement will comply with all applicable federal, state, and local laws, regulations, codes, and ordinances to which it is subject. Vendor will, throughout the term of this Agreement, including any renewal or extension thereof, comply with changes to and new applicable federal, state, and local laws, regulations, codes, and ordinances to which it is subject. Vendor will comply with all applicable local, state, and federal licensing, accreditation, and registration requirements and standards necessary in the performance of this Agreement. 10. Vendor Maintenance Services. 10.1 During the term of this Agreement, Vendor will provide maintenance support and warranty services as provided for in Exhibit A, which include updates, upgrades, modifications, customized interfaces and enhancements to the software, and any subsequent versions thereof. Subject to the terms and conditions of this Agreement, Vendor shall provide software support via telephone, web, remote access and electronic mail, and site visits, when necessary. To enable Vendor to provide effective support, the City will establish remote access procedures. The maintenance services provided by Vendor shall include the following: a. Provide users with verbal or electronic telephone responses to specific, discrete and descriptive inquiries on the use and operation of the equipment, hardware, and software provided through this Agreement. Service shall be provided by telephone contact with Vendor’s offices during the hours provided for in Exhibit A. b. If errors of functional operation are identified by the City and determined by the Vendor to exist in the software, corrections will be made and corrected versions of the software will be provided to the City through media acceptable to the City (web, remote access, email, or on CD). EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 5 c. If the City loses or destroys all copies of the supplied software being maintained under this Agreement, Vendor will provide replacements for that software, at Vendor’s cost. Such replacements will not include replacement of City data. d. If, after concerted attempts to resolve a problem by remote access, the parties are not able to do so, Vendor will provide onsite support services. e. After updates, upgrades, modifications, customized interfaces or enhancements are made to the software, Vendor will make them available to the City, at no additional charge, within 30 days of their release to other licensees of the software, on media acceptable to the City (web, remote access, email, or on CD) so that the maintained software is current with the latest version being sold while maintaining for the City the same level of functionality that it had with respect to the software immediately prior to the installation of such upgrade, update, modification, customized interface or enhancement. All costs pertaining to the creation and installation of such upgrades, updates, modifications, customized interfaces and enhancements shall be borne by the Vendor. If Vendor has any third-party product(s) embedded in its own product or system, and such third-party product has been upgraded or a new release has been issued, vendor certifies that its own product or system will be upgraded, within 18 months, to integrate with the upgrade or issuance of the new release of the third-party product. f. As needed to resolve problems or upon request from the City, Vendor will be provided remote access to the equipment, hardware, and software. The preferred method for Vendor access to City systems is through a VPN (virtual private network) or any other designated connection. To enable Vendor to provide effective support, Vendor’s remote access will be escorted by the City and must be scheduled in advance at a mutually agreeable date and time. Vendor must agree to abide by the conditions set forth in any City network usage policy and apply due diligence in maintaining security on Vendor’ own network. g. Vendor will comply with the service level and response procedures provided for in Exhibit A for responding to incident reports and targets for correcting software errors or otherwise responding to issues concerning the software. The escalation procedure will apply if Vendor does not meet the response time periods, as set out in Exhibit A. 10.2 Ownership. City owns all of the information and materials that it submits, uploads or transfers, or causes to be submitted, uploaded, or transferred utilizing Vendor’s software (City’s Data). 10.3 Data Protection. Vendor shall maintain and handle all of City’s Data with commercially reasonable physical, electronic, and procedural safeguards to protect and preserve the confidentiality and security of City’s Data (including personal information) in accordance with applicable data protection legislative requirements and as further described in Vendor’s policies which should reflect the highest industry standards for privacy and security, which applicable policies are incorporated herein by reference. 10.4 Data Restrictions. Vendor shall restrict access to City Data to Vendor employees, affiliates' employees, or others who need to know that information to provide services to City. City Data shall be stored and hosted within the United States of America. Vendor will use City Data for the purposes described in this Agreement. Vendor will not sell, license, transmit or disclose this information outside of Vendor’s business unless: (1) City expressly authorizes Vendor to do so; (2) it is necessary to allow Vendor’s Licensors to perform services under this Agreement); (3) in order to provide Vendor’s products or services to City; (4) otherwise as Vendor is required by law after written notice to City of such requirement. Notwithstanding the foregoing, Vendor is responsible for any disclosures of City Data by Vendor’s Licensors made contrary to the terms of this Agreement. EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 6 10.5 Data Backup. Vendor shall protect City’s data by having a backup system that includes running the Vendor’s Service on geographically dispersed data centers with extensive backup, data archive, and failover capabilities. Disaster recovery plan shall include: (1) Data backup procedures that create multiple backup copies of City’s data, in near real time, at the disk level; and (2) A multi- level backup strategy that includes disk-to-disk-to-tape data backup in which tape backups serve as a secondary level of backup, not as the primary disaster-recovery data source; or other data backup system providing at least the same or higher protection of City’s Data in the event of a potential data loss. 11. Intellectual Property Ownership. Vendor (and its Licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the software. This Agreement, does not convey to City any rights of ownership in or to the Vendor’s software or the intellectual property rights owned by Vendor and its Licensors, where applicable. 12. Non-Disclosure of Confidential Information. The Parties’ obligations regarding non- disclosure of Confidential Information is contained in the attached and incorporated Exhibit B. All Confidential Information is and shall remain the property of its owner to the extent consistent with applicable law. The disclosure of Confidential Information to the other party does not grant to it any express or implied right to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. 13. City Obligations. 13.1 Equipment, Hardware, and Software Obligations. Except for the equipment, hardware, and software provided through any approved estimate, the provision and maintenance of which is part of Vendor’s required performance under this Agreement, the City shall be responsible for obtaining and maintaining all other computer equipment, hardware, software, and communications equipment needed to access and utilize any purchased or licensed software. 13.2 Anti-Virus Obligations. The City will use commercially reasonable efforts to safeguard against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses") that may reasonably affect the performance of Vendor’s software. 13.3 Restricted Uses. The City will not: a. knowingly upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the software, b. modify, disassemble, decompile or reverse engineer the software or pre-release equipment or hardware devices or software disclosed, c. copy, reproduce, resell or commercially exploit the software, d. reverse engineer, decompile or disassemble any software code and/or pre- release equipment or hardware devices disclosed. 14. Indemnification Obligations. 14.1 City Indemnification Obligations. Subject to Section 14.3 below, City shall defend, indemnify, and hold Vendor and its parent organizations, subsidiaries, Affiliates, officers, directors and employees harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a third-party claim alleging that the use of City Data infringes the rights of, or has caused harm to, a third-party; (ii) a third-party claim alleging a breach of any of City’s representations and warranties; EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 7 or (iii) a third-party claim alleging City’s use of Confidential Information or intellectual property rights of Vendor or its Licensors is in violation of this Agreement; (iv) third-party claim of injury or death to person or damage to property arising from City’s negligence. 14.2. Vendor Indemnification Obligations. Subject to Section 14.3 below, Vendor shall defend, indemnify, and hold City and its elected officials, officers, employees, agents and attorneys harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (i) a third-party claim alleging that the equipment, hardware, or software provided, maintained, and supported by Vendor infringes or misappropriates the rights of, or has caused harm to, a third-party; (ii) a third- party claim alleging a breach of any Vendor representations and warranties in this Agreement; (iii) a third-party claim alleging Vendor’s use of City Data is in violation of this Agreement; or (iv) a third- party claim alleging a breach of Vendor’s confidentiality or data security obligations, that infringes the rights of, or has caused harm to, a third-party, (v) third-party claim of injury or death to person or damage to property arising from Vendor’s negligence. 14.3 As an express condition of the foregoing indemnification obligations, the parties hereby agree that: a. the indemnified party shall promptly notify the indemnifying party in writing for any claim for which indemnification is sought; b. the indemnified party shall cooperate with all reasonable requests of the indemnifying party (at the indemnifying party’s expense) in defending or settling such claim. c. the indemnifying party shall be allowed to control the defense and settlement of such claim; d. the indemnifying party may not settle any claim that includes an admission of liability, fault, negligence or wrongdoing on the part of the indemnified party unless the indemnified party provides prior written consent, e. the indemnified party shall have the right, at its option and expense, to participate in the defense of any action, suit or proceeding relating to such a claim through counsel of its own choosing; f. each indemnified party will undertake commercially reasonable efforts to mitigate any loss or liability resulting from an indemnification claim related to or arising out of this Agreement. 15. Limitation of Liability 15.1. EXCEPT FOR CLAIMS ARISING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, CONFIDENTIALITY AND SECURITY OBLIGATIONS, REPRESENTATIONS AND WARRANTIES, AND INTELLECTUAL PROPERTY INFRINGEMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE PARTY’S STATED INSURANCE LIABILITY CAP. 15.2. NEITHER PARTY WILL BE LIABLE FOR BREACH-OF-CONTRACT DAMAGES SUFFERED BY THE OTHER PARTY THAT ARE REMOTE OR SPECULATIVE, OR THAT COULD NOT HAVE REASONABLY BEEN FORESEEN ON ENTRY INTO THIS AGREEMENT. 15.3. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 8 16. Insurance. Vendor 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 C, "Insurance Requirements." Vendor shall promptly provide City with certificates of insurance to evidence Vendor's continued compliance with Exhibit C. 17. Termination of Agreement. 17.1 Termination for Convenience. Either party may terminate this Agreement without cause. In the event of such desire, the City may terminate upon giving the Vendor 60 days advance written notice of termination, and the Vendor upon giving the City 180 days advance written notice of termination. 17.2 Termination by City for Cause. In addition to any other rights granted to City in this Agreement or under law, City has the right to terminate this Agreement upon written notice due to: a. a material breach of a term, representation, or warranty under this Agreement (including a material breach under any incorporated attachment, addendum and/or exhibit to this Agreement) by Vendor of any of its subcontractors or licensors of services if such material breach is not remedied within 30 days following receipt of written notice from City; or b. a third-party’s claim that Vendor’s hardware, software, or any other services and products provided to the City by Vendor or its subcontractors or Licensors or other third-parties and the intellectual property rights associated therewith, infringes upon such third-party’s intellectual property rights. c. City Council fails to appropriate funds for payment of Vendor’s products or services under this Agreement. d. Vendor files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within 60 days of the filing thereof.. 17.3 Termination By Vendor for Cause. In addition to any other rights granted to Vendor in this Agreement or under law, Vendor reserves the right, upon written notice to City, to terminate this Agreement due to: a. any undisputed amounts City owes that are delinquent greater than 90 days; or b. a material breach of the terms of this Agreement, other than a payment obligation, by City or its users if such breach is not remedied within 30 days following receipt of written notice of such breach from Vendor to City; or c. a third-party’s claim that City’s Data, and/or intellectual property infringes upon such third-party’s rights. 17.4 No Suspension of Service. Provided City continues to timely make all undisputed payments, Vendor warrants that during the term of this Agreement, Vendor will not withhold Services provided herein, for any reason, including but not limited to a dispute between the parties arising under this Agreement, except as may be specifically authorized herein. EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 9 17.5 Effect of Termination. a. If City terminates for cause or Vendor terminates without cause, City will only be obligated to pay the amounts then due for services provided meeting Vendor’s contractual commitments as calculated up to the date of termination and, if applicable, City will be reimbursed a prorated amount of unused, prepaid fees. b. If Vendor terminates for cause that City does not dispute or if City terminates without cause and a balance is still due on City’s account, then City agrees that Vendor may bill City for such unpaid fees due up to the date of termination. c. In the event this Agreement terminates for any reason, Vendor shall provide the City a file of City’s Data in a format acceptable (and at no cost) to City within 30 days of the effective date of termination. City shall have 60 days following termination to notify Vendor if litigation, laws, regulations, or other lawful process requires Vendor retain City’s data beyond the termination of this Agreement. City will thereafter promptly notify Vendor when such litigation, laws, regulations, or other lawful process no longer requires Vendor maintain the City’s data. Vendor may dispose of City’s data at Vendor’s expense as permitted by law 61 days after termination, if City provides no notice otherwise; or after City notifies Vendor there are no laws, regulations, litigation, etc. requiring further retention. Retained data is subject to the confidentiality provisions of the Agreement. 18. Remedies. Termination of this Agreement shall not affect any right of action of either party prior to the termination being affected. 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 shall have the right to recover from Vendor 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. 19. Non-Discrimination. In the hiring of employees for the performance of this Agreement or any subcontract, the Vendor, its subcontractors, or any person acting on behalf of the Vendor 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. The Vendor shall execute the City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the Compliance Statement, all attached and incorporated as Exhibit D. 20. General Provisions 20.1 Governing Law and Venue. The Agreement will be governed by the laws of Washington and its choice of law rules. Vendor irrevocably consents to the exclusive personal jurisdiction and venue of the federal and state courts located in King County, Washington, with respect to any dispute arising out of or in connection with the Agreement and agrees not to commence or prosecute any action or proceeding arising out of or in connection with the Agreement other than in the aforementioned courts. 20.2. Dispute Resolution. The City and Vendor 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 EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 10 resolving that Dispute shall only be by filing suit as provided for under Section 20.1, unless the parties agree in writing to an alternative dispute resolution process. 20.3 Severability. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provision will continue in full force without being impaired or invalidated in any way. The City and Vendor agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. 20.4. Nonwaiver. Any failure by either party to enforce strict performance of any provision of the Agreement will not constitute a waiver of the its right to subsequently enforce such provision or any other provision of the Agreement. 20.5 No Assignment. Either party may assign this Agreement and all of its rights and obligations hereunder as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets so long as said assignee accepts all of the respective Agreements rights and obligations of its predecessor as provided in this Agreement without limitation. Except as expressly stated in this Agreement, neither party may otherwise assign its rights or obligations under this Agreement either in whole or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. 20.6 Notices. 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. Either party may change its address by giving written notice of such change to the other party. 20.7 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 shall be construed to limit either party’s right to indemnification under Section 14 of this Agreement. 20.8. Force Majeure. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government (“force majeure event”). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. 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 may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due CEOCEO EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 11 to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor 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 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 the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. 20.9 Independent Contractor. City and Vendor intend that an independent Contractor relationship be created with this Agreement. Vendor shall not be considered an agent or employee of City for any purpose and the employees of Vendor are not entitled to any of the benefits that City provides for its employees. Nor shall this Agreement be evidence of a joint venture between Vendor and City. 20.10 Problem Notification. Each party will promptly notify the other in writing of any events or circumstances that will affect the performance of its obligations under this Agreement including the delivery of any deliverable or delay in completion of any of its obligations. Vendor shall notify City in writing of all material defects in the hardware or software, whether discovered by other parties or by Vendor, within five (5) business days of their discovery and fix or replace the affected hardware or software within a commercially reasonable time. A defect is considered material if it has the potential to delay or inhibit the primary functionality of the software or if said defect has the potential to corrupt City data. 20.11 Entire Agreement/Modification. This Agreement, together with all exhibits comprise the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein. This Agreement may be amended, modified, or added to only by written instrument properly signed by both parties hereto. 20.12 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 Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. 20.13 City Business License Required. Prior to commencing performance under this Agreement, Vendor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. / / / / / / / / EQUIPMENT AND HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 12 20.14 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: Anaconda Networks, Inc. By: Print Name: Chip George Its CEO DATE: 6-24-21 CITY: CITY OF KENT By: Print Name: Its DATE: NOTICES TO BE SENT TO: Chip George Anaconda Networks, Inc. 1724 Majestic Dr. Suite 108B Lafayette, CO 80026 (303) 573-4817 (telephone) (303) 573-4786 (facsimile) chip@anaconda-networks.com (email) NOTICES TO BE SENT TO: Information Technology Department City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-4600 (telephone) (253) 856-4700 (facsimile) ITA@kentwa.gov (email) APPROVED AS TO FORM: Kent Law Department ATTEST: Kent City Clerk Dana Ralph Mayor 09/01/2021 EXHIBIT A – SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES (to Hardware Purchase, Software License, and Maintenance Agreement) EXHIBIT A SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES A. SERVICE LEVEL AGREEMENT 1. Applicable Levels. Vendor’s software shall maintain a System Availability of at least 99.9% during each calendar month of the Agreement following initial implementation completion. 2. Scheduled System Maintenance. Vendor may take the software offline for scheduled maintenances of which City has received prior written notice of the planned maintenance schedule. 3. System Availability Definition. 3.1. “System Availability” means the percentage of minutes in a month that the key components of the software are operational 3.2. Not Included in “System Availability” a. scheduled maintenance; b. events of force majeure; or c. events caused by the City’s acts or omissions or inoperability of City’s technology/devices. 4. Remedies. Should Vendor not achieve System Availability for 2 months or more in any six month period the City shall be entitled to the following credit against fees due: a. Two-months – Two months credit b. Three months – Three months credit c. Four or more months – A monthly credit for each month where system availability was not achieved The credit remedies provided herein is not exclusive and City shall be entitled to all other remedies provided for in this Agreement or provided in law and equity as a result of Vendor’s failure to meet System Availability requirements. B. SUPPORT SERVICES 1. Support services entitles the City to the following: 1.1 Telephone or electronic support, 24 hours per day and 7 days per week, to help the City locate and correct problems with the hardware and software provided through this Agreement. 1.2 Bug fixes and code corrections to correct software malfunctions to bring the software into substantial conformity with the operating specifications. EXHIBIT A – SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES (to Hardware Purchase, Software License, and Maintenance Agreement) 1.3 All extensions, enhancements and other changes that Vendor makes or adds to the software and which the Vendor offers, without charge, to other software licensees. 1.4 Up to 3 dedicated contacts designated by the City in writing who will have access to Vendor’s support services. 1.5 Training services to educate authorized City staff on how to operate and maintain the hardware and software. 2. Problem Reporting Procedure 2.1 The City may report errors or problems to the Vendor in the following manner: By phone, currently at 720-573-4786 (office), plus emergency cell phone as provided from time-to-time: 303-941-5789 (phone or text) By email, currently at support@anacondanetworks.com 2.2 The City will cooperate with Vendor to provide information concerning any suspected error or problem reported. 2.3 The escalation procedures in Section B.4. will apply if Vendor does not meet the time periods provided for in Section B.2. 3. Response and Resolution Goals 3.1 Severity 1: The Production system/application is down, seriously impacted and there is no reasonable work around currently available. Once Vendor receives notice, the Vendor will respond within 1 hour, will begin continuous work to resolve the issue, and a customer support person must be available at any time to assist with problem determination. Once the issue is reproducible or once vendor has identified the Software defect, Vendor will provide reasonable efforts for workaround or solution within 24 hours. 3.2 Severity 2: The system or application is seriously affected. The issue is not critical and does not comply with the Severity 1 conditions. There is no workaround currently available or the workaround is cumbersome to use. Once Vendor receives notice, the Vendor will respond within 4 hours, will begin continuous work to resolve the issue, and a customer support person must be available at any time to assist with problem determination. The Vendor will work during normal business hours to provide reasonable effort for workaround or solution within 3 calendar days, once the issue is reproducible. 3.3 Severity 3: The system or application is moderately affected. The issue is not critical and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround. Once Vendor receives notice, the Vendor will respond within 8 hours, and a customer support person must be available at any time to assist with problem determination, if unknown. The Company will work during normal business hours to provide reasonable effort for workaround or solution within 5 business days, once the issue is reproducible. EXHIBIT A – SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES (to Hardware Purchase, Software License, and Maintenance Agreement) 3.4 Severity 4: Non-critical issues. The Company will seek during normal business hours to provide a solution in future releases of the software. 4.Problem Escalation 4.1 The response time periods set out above shall be measured from the time the City logs the call via the options listed above, and shall end when the Vendor contacts the designated City representative. The targeted fix time set forth above shall be measured from the time the City logs the call via the options listed above, and shall end when the Vendor has successfully implemented the correction or patch. 4.2 If response and resolution times are not being met per the above criteria, the City may escalate the issue by contacting CradlePoint or their appointed designee. Name: CradlePoint Phone: (855) 813-3385 Email: Support@cradlepoint.com 4.3 A joint meeting between CradlePoint and the City’s designated representative will ensue. This meeting will be used to discuss and resolve problems that have resulted in the objectives of the Agreement not being met. CEO EXHIBIT B – NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (to Hardware Purchase, Software License, and Maintenance Agreement) EXHIBIT B NON-DISCLOSURE OF CONFIDENTIAL INFORMATION 1. Definition of Confidential Information and Exclusions. (a) "Confidential Information" means non-public information that a party to the Agreement (“Disclosing Party”) designates as being confidential to the party that receives such information (“Receiving Party”) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. "Confidential Information" includes non-public information that City designates as being confidential or which, under the circumstances surrounding disclosure, Vendor ought to treat as confidential, including but not limited to information in tangible or intangible form relating to and/or including City data, computer programs, code, algorithms, formulas, processes, inventions, schematics and other technical, business , financial and product development plans, forecasts, strategies and proprietary or intellectual property whether or not it is owned by City and information received from others that City is obligated to treat as confidential. Except as otherwise indicated in this Agreement, the term “Vendor” also includes all its subcontractors and Affiliates. An “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, controls, are controlled by, or are under common control with a party. “Confidential Information” also includes non-public information that Vendor designates as being confidential, or which, under the circumstances surrounding disclosure ought to be treated as confidential by the City, including without limitation, information in tangible or intangible form relating to and/or including released or unreleased Vendor software or hardware products, the marketing or promotion of any Vendor product, Vendor’s business policies or practices, and information received from Vendor that the City is obligated to treat as confidential. (b) Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Vendor’s breach of any obligation owed City; (ii) became known to Vendor prior to City’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than City other than by the breach of an obligation of confidentiality owed to City; (iv) is independently developed by Vendor; or (v) is not confidential as a matter of law. 2. Obligations Regarding Confidential Information (a) Receiving Party shall: (i) Refrain from disclosing any Confidential Information of the Disclosing Party to third-parties for two (2) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) below; (ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than prevailing standard of reasonable care in the Receiving Party’s industry, to keep confidential the Confidential Information of the Disclosing Party; (iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of EXHIBIT B – NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (to Hardware Purchase, Software License, and Maintenance Agreement) Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and (iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of the Agreement, except as expressly permitted by applicable law. (b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with judicial action, federal or state public disclosure requirements, state or federal regulations, or other governmental order or requirement of law, provided that Receiving Party gives the Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, at the Disclosing Party’s sole cost, effort, and expense. In the event the Disclosing Party elects to obtain a protective order or equivalent, or legally contest and avoid such disclosure, the Receiving Party shall fully cooperate with the Disclosing Party. (c) The Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with third-parties sufficient to enable Receiving Party to enforce all the provisions of this Agreement. (d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of the Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Upon discovery of an inadvertent or accidental disclosure, the Receiving Party shall promptly notify the Disclosing Party of such disclosure and shall take all reasonable steps to retrieve the disclosure and prevent further such disclosures. If the foregoing requirements are met, a Receiving Party shall not be liable for inadvertent disclosure. (e) The restrictions herein shall not apply with respect to Confidential Information which: (i) Is or becomes known to the general public without breach of this Agreement; or (ii) Is or has been lawfully disclosed to a Receiving Party by a third-party without an obligation of confidentiality; (iii) Is independently developed by a Party without access to or use of the Confidential Information; or (iv) At the end of the period of confidentiality set forth in the Agreement. (f) All tangible information, including drawings, specifications, and other information submitted hereunder, by the Receiving Party to the other shall remain the property of the Disclosing Party. The Receiving Party promptly shall return Confidential Information, including all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party, and shall cease any further use thereof, upon the first to occur of the following events: (i) written request of the Disclosing Party; (ii) termination of the parties’ Agreement; or EXHIBIT B – NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (to Hardware Purchase, Software License, and Maintenance Agreement) (iii) completion of the purpose for which the Confidential Information was disclosed. In lieu of the foregoing, the Receiving Party, upon mutual consent, may destroy all copies of the Confidential Information and certify to the Disclosing Party in writing that it has done so. (g) The Receiving Party shall not export, directly or indirectly, any Confidential Information or any products utilizing such data unless it first complies with any applicable laws and regulations pertaining thereto, including, but not limited to, U.S. export laws or traffic in arms regulations. 3. Remedies The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. 4. Miscellaneous (a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein. Except as expressly herein provided, no rights, licenses or relationships whatsoever are to be inferred or implied by the furnishing of Confidential Information specified above or pursuant to this Agreement. (b) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party’s right to independently develop or acquire products without use of the other party's Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term "residuals" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party’s copyrights or patents. EXHIBIT C – INSURANCE REQUIREMENTS (to Hardware Purchase, Software License, and Maintenance Agreement) EXHIBIT C INSURANCE REQUIREMENTS 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 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 Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant’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. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. Coverage may be in the form of an underlying GL policy combined with an Umbrella/Excess policy in order to meet the limits required. 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 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. The Consultant’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 as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. 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. 09/01/2021 Rick Baker & Associates Insurance, Inc 5360 Arapahoe Ave Ste D Boulder, CO 80303 Cheryl Campbell (303)444-3334 (303)444-2716 cheryl@rickbakerinsurance.com 00004966-44577 2 CHIP GEORGE INC DBA ANACONDA NETWORKS INC 1724 MAJESTIC DR UNIT 108B LAFAYETTE, CO 80026 CNA A Y Y 6025517135 02/12/2021 02/12/2022X X 1,000,000 300,000 1,000,000 1,000,000 2,000,000 2,000,000 CNA A Y Y 6025517135 02/12/2021 02/12/2022 X X 1,000,000 CNA A 6025517006 02/12/2021 02/12/2022 Y X 1,000,000 1,000,000 1,000,000 City of Kent 220 Foruth Avenue South KENT, WA 98032 (CLC) Printed by CLC on September 01, 2021 at 02:48PM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE CNA SB146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary — Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured — Extended Coverage II. Liability Extension Coverages A. Bodily Injury — Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability — Damage to Premises F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED — BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Page 1 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Page 2 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: N uS (1) The following hazards in connection with premises you own, rent, or control and to which this 0 insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Page 3 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The "bodily injury" or "property damage;" or (b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury — Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: M (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; N O O (3) Any manager, if you or an additional insured is a limited liability company; 0 0 N (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Page 5 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability — Damage To Premises Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products - completed operations hazard." Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, if, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Page 6 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury — Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties N uS Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by 0 endorsement. 0 G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of 'Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: C. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation — Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Page 7 of 7 Copyright, CNA All Rights Reserved. EXHIBIT D 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 belgwi I agree to fulfill the five requirements referenced above. For: a_ r o k-,t 6r Title: P,-c,S� C% 4A±/ I G Eo Date: 8/ 3 EXHIBIT D - NONDISCRIMINATION PROVISIONS (to Hardware Purchase, Software License, and Maintenance Agreement) 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. EXHIBIT D - NONDISCRIMINATION PROVISIONS (to Hardware Purchase, Software License, and Maintenance Agreement) 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 N 1, Q cAn-yjOL, n z k' S; Company, hereby acknowledge and declare that the before -mentioned company was the prime contractor for the Agreement known astio� „� Ncu-�wcavc P S .cy,{ o.v d that was entered into on the -"' c�i �-F2. R� r-z.�Y��- (date), between t erm ! re�resent 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. M Fo r : Gc. c O vLd,5t- ZJ--k, 0 01f e s Title: a C C E4 Date: $(31144 EXHIBIT D — NONDISCRIMINATION PROVISIONS (to Hardware Purchase, Software License, and Maintenance Agreement) Anaconda Networks 1724 Majestic Dr. Unit 108B Lafayette, CO 80026 US +1 7205734817 chip@anaconda-networks.com Estimate ADDRESS Accounts Payable City of Kent, WA 220 4TH AVE S KENT, WA 98032-5838 SHIP TO James Endicott City of Kent, WA 220 4TH AVE S KENT, WA 98032-5838 US ESTIMATE #DATE 3784 08/23/2021 DESCRIPTION QTY RATE AMOUNT PDN Lite S2 Mobile Emergency Communications Case Includes three years of NCM Essentials 12 3,525.00 42,300.00T Technical Time 12 65.00 780.00 Shipping F.O.B. Lafayette, CO 1 0.00 0.00T Sales Tax calculated by AvaTax on Wed Aug 25 10:13:32 UTC 2021 1 4,272.30 4,272.30 PDN Lite S@ includes Cradlepoint IBR900-1200M Mobile router, PCTEL Coach II antenna, four hr. battery, charging system and all needed cabling. Three year of NetCloud Essentials included. Technical Time includes SIM installation, provisioning, and site specific programming. Bid is good for 30 days. SUBTOTAL 47,352.30 TAX (0) 0.00 TOTAL $47,352.30 Accepted By Accepted Date 09/03/2021