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CAG2021-432 - Original - Siemens Industry, Inc. - APOGEE software for HVAC Systems - 10/01/2021
9/23/21 OK to sign, 9/23/2021, TW. CAG2021-432 9/29/21 GOODS & SERVICES AGREEMENT - 1 (Over $20,000, including WSST) GOODS & SERVICES AGREEMENT between the City of Kent and Siemens Industry, Inc THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Siemens Industry, Inc. organized under the laws of the State of Washington, located and doing business at 15900 Se Eastgate Way, Ste 200, Bellevue, WA 98008, Matt Smart, 425-281- 2438 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. The Vendor shall provide the following goods and materials and/or perform the following services for the City: Provide technical and system support services for APOGEE software for HVAC systems in City buildings located at various addresses in the City of Kent, in accordance with the proposal which is attached and incorporated as Exhibit A. This will be a two (2) year agreement beginning on October 1, 2021 and ending on September 30, 2023. The Vendor acknowledges and understands that it is not the City’s exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, the Vendor shall complete the work and provide all goods, materials, and services by September 30, 2023. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $45,515.34, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: The vendor shall invoice the City quarterly for the services provided: Year 1 10/01/2021 to 09/31/2022 $20,364.00 annually paid $ 5,091.00 quarterly in advance Year 2 10/01/2022 to 09/30/2023 $20,976.00 annually paid $ 5,244.00 quarterly in advance 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 GOODS & SERVICES AGREEMENT - 2 (Over $20,000, including WSST) 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. If the City objects to all or any portion of an invoice, it shall notify the Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from the Vendor for any defective or unauthorized goods, materials or services. If the Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and the Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR’S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which the Vendor’s services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Vendor’s services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Vendor’s business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, the Vendor must submit a written amendment request to the GOODS & SERVICES AGREEMENT - 3 (Over $20,000, including WSST) person listed in the notice provision section of this Agreement, Section XV(D), within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VIII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by the Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. 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 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. VIII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed GOODS & SERVICES AGREEMENT - 4 (Over $20,000, including WSST) to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). IX. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR’S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. X. WARRANTY. The Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. The Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and the Vendor’s representations to City. The Vendor shall 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. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for GOODS & SERVICES AGREEMENT - 5 (Over $20,000, including WSST) that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. XI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XII. INDEMNIFICATION. The Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor’s part, then the Vendor shall pay all the City’s costs for defense, including all reasonable expert witness fees and reasonable attorneys’ fees, plus the City’s legal costs and fees incurred because there was a wrongful refusal on the Vendor’s part. The provisions of this section shall survive the expiration or termination of this Agreement. XIII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIV. WORK PERFORMED AT VENDOR'S RISK. The Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Vendor's own risk, and the Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. GOODS & SERVICES AGREEMENT - 6 (Over $20,000, including WSST) C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties’ performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior GOODS & SERVICES AGREEMENT - 7 (Over $20,000, including WSST) to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: By: Print Name: Its DATE: CITY OF KENT: By: Print Name: Dana Ralph Its Mayor DATE: NOTICES TO BE SENT TO: VENDOR: Matthew Smart Siemens Industry, Inc 15900 SE Eastgate Way, Ste 200 Bellevue, WA 98008 425-281-2438 (telephone) 877-626-3995 (facsimile) NOTICES TO BE SENT TO: CITY OF KENT: Diana Lazouski City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-5083 (telephone) (253) 856-6080 (facsimile) APPROVED AS TO FORM: Kent Law Department ATTEST: Kent City Clerk [In this field, you may enter the electronic filepath where the contract has been saved] 09/29/2021 EEO COMPLIANCE DOCUMENTS - 1 of 3 DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City’s equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City’s sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1.I have read the attached City of Kent administrative policy number 1.2. 2.During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3.During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4.During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5.Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: __________________________________________ For: _________________________________________ Title: ________________________________________ Date: ________________________________________ EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City’s nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City’s equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 3 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: __________________________________________ For: _________________________________________ Title: ________________________________________ Date: ________________________________________ EXHIBIT A S I E M E N5, -for- q'e- PROPOSAL City of Kent SA 2021-2023 PREPARED BY Siemens Industry, Inc. PREPARED FOR CITY OF KENT DELIVERED ON September 21, 2021 Aagil,j AMAL WM Nas .... 41 mi. ones.& nuen Wall un is is E! is mall AkFAM.- 0" —ML. SIEMENS Table of Contents INTRODUCTION.............................................................................................................. 1 Proposal Information............................................................................................. 1 Contact Information.............................................................................................. 3 CUSTOMEROVERVIEW.................................................................................................... 4 Executive Summary............................................................................................... 4 Siemens Capabilities & Customer Commitment...................................................... 5 SERVICESOLUTION......................................................................................................... 6 Building Services — Automation.............................................................................. 6 Emergency Response Times — Automation............................................................. 7 SERVICE IMPLEMENTATION PLAN.................................................................................... 8 Connectivity and Communications......................................................................... 8 Service Agreement Contract Characteristics............................................................ 8 Maintained Equipment Table............................................................................... 10 Future Recommendations.................................................................................... 12 ServiceTeam....................................................................................................... 13 TERMS AND CONDITIONS............................................................................................. 14 Termsand Conditions.......................................................................................... 14 Agreement Terms for Investments....................................................................... 15 SIGNATURE PAGE......................................................................................................... 16 SignaturePage.................................................................................................... 16 APPENDICES................................................................................................................. 17 Appendix A: Siemens Service Portfolio................................................................. 17 Page 2of17 SIEMENS 4X bfe- Contact Contact Information Sales Executive: Branch Address: Telephone: Email Address: Customer Contact: Customer: Address: Services shall be provided at Proposal # Date Joe Tomola 15900 SE Eastgate Way Suite 200, Washington 98008 425-233-4828 joe.tomola@siemens.com Will Moore CITY OF KENT 220 4TH AVE S KENT WA 98032-5838 Multiple Facilities 6197414 September 21, 2021 Page 3of17 SIEMENS Iw.r4l, 14 i> .For G fe Executive Summary Customer Needs This Automation Service agreement is specifically designed for City of Kent in order to meet their unique business needs. The top priority business needs were identified and agreed to in a series of discussions with City of Kent and their teams. Our Services Siemens will provide the following services • Customer Directed Support (48 Hours) • Server Software Maintenance (Semi -Annual) • Control Loop Tuning (16 loops per year) Page 4 of 17 SIEMENS Iw.�1, i> .For G� Siemens Capabilities & Customer Commitment Siemens Industry, Inc. is a leading single -source provider of cost-effective facility performance solutions for the comfort, life safety, security, energy efficiency and operation of some of the most technically advanced buildings in the world. For more than 150 years, Siemens has built a culture of long-term commitment to customers through innovation and technology. Siemens is a financially strong global organization with a Branch network that delivers personalized service and support to customers in multiple industries and locations. References are available upon request. Page 5of17 SIEMENS Iw.rAll 14 i> .For G fe Building Services - Automation Services that deliver the outcomes you want to achieve. Services delivered by Siemens have been developed to ensure satisfaction and help you achieve the outcomes you expect. Through the Siemens Building Automation Services we are pleased to offer the following services: • Manage System Operation & Compliance • Optimize Performance & Productivity Manage System Operation & Compliance Server Software Maintenance Using a combination of proprietary diagnostic technologies, digital meters, and network analysis software, Siemens will analyze, optimize, and report on the performance of the customer's systems networks a specified number of times per year. Proper network performance ensures the highest speed of communication and accuracy of control, alarming, and reporting across the facility. Using network diagnostic tools, our proactive evaluation of the data network includes an analysis of bandwidth, disturbances, network traffic, communication over the network, and overall operation. Siemens may also make recommendations on changes to the core network infrastructure if structural limitations are identify during the analysis. Frequency: This service will be performed twice annually Optimize Performance & Productivity Control Loop Tuning Control loops drift out of calibration with changes in mechanical efficiency, building use, and climatic conditions. Through this service Siemens will ensure control loops for devices such as valves, dampers, actuators, etc., experience minimized overshooting and oscillatory behavior. The control loops to be included as part of this service are itemized in the List of Maintained Equipment in this service agreement. Frequency: Control loop tuning will be performed on 16 control loops annually, loop priority to be determined by customer and Siemens technician at time of service. Customer Directed Support With Customer Directed Support, Siemens will provide a trained and experienced specialist or technician who will work under your direction. The intent of this service is to offer you labor assistance in completing a special project, or to meet a facility objective. Specific job responsibilities, goals, work hours and other associated deliverables of this service are listed in the Appendix section of this service agreement. Frequency: This proposal includes 48 hours annually of specialist time to perform the services as requested, which will be conducted on normal business days and hours during scheduled visits. Page 6of17 SIEMENS Iw.rAll 14 i> .For G fe Emergency Response Times - Automation Emergency Online/Phone Response Standard Monday through Sunday, 24 Hours per Day, System and software troubleshooting and diagnostics will be provided remotely to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will respond within 4 hours, Monday through Sunday, 24 hours per day, excluding Holidays, upon receiving notification of an emergency, as determined by your staff and Siemens. Where applicable, Siemens will furnish and install the necessary online service technology to enable us to remotely access into your system, through a communications protocol (internet connection or dedicated telephone line) that will be provided by the facility. Where remote access is not available to the system, Siemens will provide phone support to your staff to assist in their onsite troubleshooting and diagnosis. If remote diagnostics determine a site visit is required to resolve the problem, a technician can be dispatched. Depending on your contract coverage, the on -site dispatch will be covered or will be a billable service call. Emergency On -site Response Premium Monday through Sunday, 24 hours a day, Emergency Onsite Response will be provided to reduce the costs and disruptions of downtime when an unexpected problem does occur. Siemens will provide this service between scheduled service calls and respond onsite at your facility within 4 hours for emergency conditions, as determined by your staff and Siemens, Monday through Sunday, 24 hours per day, including Holidays, upon receiving notification of an emergency. Non -emergency conditions, as determined by your staff and Siemens, may be incorporated into the next scheduled service call. Page 7of17 SIEMENS Iw.rAll 14 i> .For Uf*- Connectivity and Communications Siemens Remote Services for building technology (SRS) A secure remote connection to your facility enables Siemens to respond quickly, and maintain a high level of system up -time and performance. Siemens Remote Service (SRS) is the efficient and comprehensive infrastructure for the complete spectrum of equipment -related remote services. Services that formerly required on -site visits are now available via data transfer. This includes rapid error identification as well as immediate remote repair. But that's not all. By proactively monitoring your systems, we can detect parameter deviations before problems occur. Siemens accesses your systems via a secure cRSP connection. Siemens Service Portal The Service Portal complements the personalized services you will receive from your local Siemens office by providing greater visibility into equipment and services delivered by Siemens. This web -based portal allows you the ability to confirm schedules, track repairs, manage agreements, generate reports, and access critical information; then share it across your entire enterprise quickly and efficiently. The Service Portal is a user- friendly way to increase your productivity and the value of your service program. Data security as a basic requirement We value confidentiality and long-term partnerships. That is why we give the security of your data the highest priority. Before we implement an enhanced service package with remote support, we conduct an in- depth analysis of the situation, taking into account national and international regulations, technical infrastructures and industry specifics. Our service employees carefully evaluate your needs on an individual basis with a view toward information security. Service Agreement Contract Characteristics Description " Hours of Coverage Response Times (Phone/Online) Response Times (Onsite/Emergency) Remote Services Third Party Systems Monitoring Additional Labor Discount Additional Material Discount AUTOMATION 24x7 4 Hours 4 Hours Yes No No 20.0% 60.0% Page 8of17 SIEMENS 4x '"!�- for bfe- *Labor and material costs for troubleshooting problems and repairing or replacing components are handled separately. These costs can be billable or included within your Repair and Replacement Coverage.See List of Maintained Equipment to view your current Repair and Replacement Coverage. Page 9of17 a) L .Q L Q Q Q Z z z O *' V N V) � o O O O J N N N N f� Q) E Q .� W C p� > Q m 0 W Q Y m fu w 0 Q LU o N 00 V � 4- 0 Q c � Ln a� a� L) L ro L ,if 1: o L L H >Q o L o Ln v) -j u YA' m YA' m SIEMENS 4x bfe- Future Future Recommendations Strategies to Fit the Customer's Needs Based on strategic discussions between Siemens and City of Kent some recommended future solutions may include: • Desigo CC Migration • Energy assessments & Utility Data Analysis (UDA) • Phased improvements to Automation Controls • Bringing additional City of Kent facilities online to the BAS Page 12 of 17 SIEMENS Iw.rAll 14 i> .For G fe Service Team An important benefit of your Service Agreement derives from having the trained building service personnel of Siemens Industry, Inc. familiar with your building systems. Our implementation team of local experts provides thorough, reliable service and scheduling for the support of your system. Added to the team is a team of building experts at our Digital Service Center. The benefits you receive are less disruption to your employees at the site, less intrusive on the system at peak hours, fewer emissions for trucks rolled, and real time analytics with digital workspace hours. The following list outlines the service team that will be assigned to the service agreement for your facility Your Assigned Team of Service Professionals will include: Sales Executive manages the overall strategic service plan based upon your current and future service requirements. Client Services Manager is responsible for ensuring that our contractual obligations are delivered, your expectations are being met and you are satisfied with the delivery of our services. Primary Service Specialist is responsible for performing the ongoing service of your system Remote Services Specialist is responsible for remote services including report generation and backups. Service Operations Manager is responsible for managing the delivery of your entire support program and service requirements. Service Coordinator is responsible for scheduling your planned maintenance visits, and handling your emergency situations by taking the appropriate action. Secondary Service Specialist who will be familiarized with your building systems to provide Service Administrator is responsible for all in-depth backup coverage. service invoicing including both service agreement and service projects. Page 13 of 17 SIEMENS I 411es..14if .For G fe Terms and Conditions Terms and Conditions (Click to download) Terms & Conditions (https://www.siemens.com/download?A6V1 1628573) As a result of the global Covid-19 Virus outbreak, temporary delays in delivery, labor or services from Siemens and its sub -suppliers or subcontractors may occur. Among other factors, Siemens' delivery is subject to the correct and punctual supply from sub -suppliers or subcontractors, and Siemens reserves the right to make partial deliveries or modify its labor or services. While Siemens shall make every commercially reasonable effort to meet the delivery or service or completion date mentioned above, such date is subject to change. SI Exclusions and Clarifications (http://go.siemens.net/49539933) Page 14 of 17 SIEMENS If411rAll14i> -(vr G fe Agreement Terms for Investments Services shall be provided at: Multiple facilities at the City of Kent Siemens Industry, Inc. shall provide the services as identified in this Proposal and pursuant to the associated terms and conditions contained within. Duration (Initial Term and Renewal): This Agreement shall remain in effect for an Initial Term of 2 Periods beginning 2021-10-01. After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year periods. The Investments for each year after the Initial Term of the Agreement and each year of each renewal of this Agreement shall be determined as the immediate prior year's Investment plus an escalator of 3%. In addition, each renewal term pricing shall be adjusted for any additions or deletions to services selected for the renewal term. Initial Term Investments: Billing Frequency Period Range Period Sell Price Quarterly Oct 1, 2021 - Sep 30, 2022 1 $20,364.00 Quarterly Oct 1, 2022 - Sep 30, 2023 2 $20,976.00 Multi -Period Investment Total $41,340.00 *Amount Due In Advance Based On Billing Frequency Applicable sales taxes, if included in the investment amount, are estimated only and will be calculated based on local requirements at the time of invoicing. The pricing quoted in this Proposal are firm for 30 days. Page 15 of 17 Oct 1, 2021 - Sep 30, 2022 Oct 1, 2022 - Sep 30, 2023 SIEMENS Appendix A: Siemens Service Portfolio Advisory and Performance Services Sarldros that kwp syssarns porrormiag .100r b.L as d.sly nod ands Inw.&d to Operate, 1141p you Achim: • 6pumued —rom safoty, and wcurlty • fulfilled r4gulatwyra9u1r.—ks • G... w Iranspa rency Into cntlrar Wstams • F"vCod ppgloting risk Fac111ty Assessmen L5 Punntaap Indaprh huddeng system asaosNakanl arkd recornrnersd.6-% deltnition p1 r.levaad KWs, and 6eW1OVhken1 Of )par s,NsZi prograld Test L Inspacdm Regular creekups W Me— sysl.m p4rrormandn compared to your dehrpd TdPhry and regu!atiorr Wuiramvnlsand risks PrarsonSlye SQNI(ga Seraiws pHfwnwd on a ragafar Schad. or based - data anwytics to wily and -.Prone Sys Sam "he 04cumedlaTlwl 1rSanap.rrran t Manogonwi of cro rear buddrng system and colnplarloe intdrmiiWn, wish w9aniatian and mcoss deterrnined by your n.ads Ctlnacllve Servkas IfalrediplE raspama C-110m failures or TOWN to Iesaore f-Cwa6ty and Impry lodaskrad stab SIEMENS +e,•aS.t�t, try {8Y �'Ft. r it — 67 53 56 C,,Fi.n.sr L,: i. d: n:l y.v:'•.: ri .:ri :.. mu lrnlu m*n-n[ F—sur.S Rut '—C •• prplUt�rly a nd a If1O415ey, [tllrirrii:ri LutaAnsi s I ncludu- • 3:.hanmdsyit—parToIMr1 (a • ikl.a mlllap¢spar a:tarura 411-1soi • 7mnrasvd+3ecLripnmek,InQ lhr arrnh data a nary un OpLit,LfatIw-n P nisltrq PlaryMryg and PriolrliSAtbry or irYlpfWemaryl rneawms to In ... building andfor pmcass perf—WC. and eHkio-fws 5y srems arQ and Iled and McIoiU tad la dablcr 6drldrmahr1A1 Or TauluE wllh mcommo ndal— prwidad andfvr mraecter4 actwps lokea ie Ifi IffiPtWSinw mLx Irdnwatlol: Enhanm—r, W additkm to your C T"I WSI'm to Incraaso staff PIO&K hrillj, Worn prlwrna . a ndaperaliorra4--M efr,krn.les Trurung 8l]po rdv7lrsl Sup Iw •. TlaWrwp cw N,,q, and owslw Sapp.-i w InCreas4 SWf f prodllLlarlly yntl Ynorl ledge 9tr5ika arkdlof romma iowurm monitor ysaa m marts and alarms, and War aPPmpriale acd- Layoraga past IrwesUr nts and address futum raqulrarnam wdhadeancvdand Proven t.Khnelnlpr, SO adgl outrortres surhas: • Eetandau syiLam Ilia • Ua,IIHLbd MlOrn en InSresimanl • Itaall r W benaflls dr_ t_L Qjl gy T.chndogy esannup eoMvminq Wry,ref identify WShffo6W Imp—rnantnpportunitias that h.lp ach6ew serfwr nee gwlswhire Iae+agmg past InsySrmenz System updatasi llpprades 5o1fwar4 upgraoaf and N-male ugda➢05 Ora pkwudedari de live"t}q mtlkt current mchnNogy and I[mct orWiW gystom Mlgeatlnnr Modem Ralltln Enhancemcnu toyour systems by elevating Them N q[p most rW ronl aardwaaa aMl sotlwala platforms, resulting in irx:earad fumkmnall Cy and wr u—nea rWa9s rwLF.M1 a esmnsltlns adodik.ci ni are mad. L.O. isling sysletrks To accomrnowz* changes to your family .sage and loatprint New rp3khltadOn Servk4t Saanup, mmmissanrny, and nahar Instarlallm se+vi—w. compiled 1. ensure nsw egalpmenr O"naroa at m ,rnurh pellocmaMo tnCt.as. lh.. I- and CompeVitrerl.ss Of b.1ltling5 and Infraflructufa by dalarannq kolullon5 1hel: • C.nwtv4.rorgy • Ma:imtroanr(gnry • MLnlm119 opaallmq Com • S.duoe efndrpn .ke Impact F..rgy ASustakltebhlq 6fesmr Plarmmg Stdtl gy Antl P[annsnq si N ices prvsnge A doudad wjior pisn to prpaida hudgat transparency, em!No woved parfwm nm and mwrwNlity. reduce erae w c WrkrallKim .,d minimize operational costs Erraf9y cons.ry wn Impk,memrlrLg anerrbr cansarvadpnstramgias reduies 1o61 cart,-emasiwuthrough Qrh(*" mEaSu:gs and mairnM energy Spend by9pUmamg corlarltllplkwl Ew9y P+oauc6 !dr SI&OW Lliingtnaglatwe doslgn and sinWlatiun uxft 4nem production add 51wage iellltlofl5 Imtxo.Q anwgy a riKlQncy- erwrgy avaaandky s arltyai wpply, and ca•bon mducbm Erwrgy RrOaure+trem 1fr111h aV.—d Arocurentant and bemarrwl conlracl 1-ms, Uvl etallored Plo(alamamr Ono 5upply ."Kos redaoa rust[, red" nsLx, and cruet corlainy Page 17 of 17 EXHIBIT BINSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1.Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional 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. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2.Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $4,000,000 general aggregate. EXHIBIT B (Continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1.The 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 (except Professional Liability) 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. CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 09/20/2020 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). PRODUCER MARSH USA, INC. 445 SOUTH STREET CONTACT NAME: aCN o Ext : FAX No): E-MAIL ADDRESS: MORRISTOWN, NJ 07960-6454 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: HDI Global Insurance Company 41343 CN102147003-RAM--20/21 630 JWHITE NOC60 INSURED SIEMENS INDUSTRY, INC. INSURER B: Travelers Property Casualty Co. of America 25674 INSURER c: The Travelers Indemnity Company 25658 1000 DEERFIELD PARKWAY INSURER D: BUFFALO GROVE, IL 60089-4513 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: NYC-010728200-20 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDTYPE INSD WVD POLICYNUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY GLD11101-12 10/01/2020 10/01/2021 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE � OCCUR DAMAGE TO RENTED PREMISES Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 100,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 X POLICY PRO ❑ LOC JECT PRODUCTS - COMP/OP AGG $ INCL $ OTHER: B AUTOMOBILE LIABILITY TC2J-CAP-7440L34A-TIL-20 10/01/2020 10/01/2021 COMBINED SINGLE LIMIT Ea accident $ 2,000,000 BODILY INJURY (Per person) $ N/A X ANY AUTO X OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ N/A PROPERTY DAMAGE Per accident g N/A X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ B C B WORKERS COMPENSATION AND EMPLOYERSLIABILITY ' YIN ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? ❑N (Mandatory in NH) N/A UB-8P83929A-20-51 - K (AOS) UB-8P79233A-20-51-R AZ, MA, OR, WI ( ) TWXJ-UB-7440L338-20 ( OH) 10/01/2020 10/01/2020 10/01/2020 10/01/2021 10/01/2021 10/01/2021 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below """""$500K LIMIT / $500K SIR""""" E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: SII# 2600029846 - SEABASI-CITY OF KENT SEE ATTACHED CERTIFICATE HOLDER CANCELLATION CITY OF KENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2204THAVE S THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN KENT, WA 98032 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjeei_o�uax5 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ACORD® AGENCY CUSTOMER ID: CN102147003 LOC #: Morristown ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY MARSH USA, INC. NAMEDINSURED SIEMENS INDUSTRY, INC. 1000 DEERFIELD PARKWAY BUFFALO GROVE, IL 600894513 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance RE: SII# 2600029846 - SEABASI-CITY OF KENT CITY OF KENT IS INCLUDED AS ADDITIONAL INSURED UNDER THE ABOVE REFERENCED GENERAL LIABILITY AND AUTOMOBILE LIABILITY INSURANCE POLICIES AND THE COVERAGE AFFORDED THE ADDITIONAL INSURED UNDER THESE POLICIES SHALL BE PRIMARY AND NON-CONTRIBUTORY INSURANCE TO THE EXTENT THAT A CLAIM ARISES FROM THE NEGLIGENCE OF SIEMENS INDUSTRY, INC. OR ITS SUBCONTRACTORS WITH RESPECT TO ALL OPERATIONS OF THE INSURED BUT ONLY WITH RESPECT TO ALL WORK PERFORMED BY AND ON BEHALF OF THE NAMED INSURED, SIEMENS INDUSTRY, INC. FOR CERTIFICATE HOLDER UNDER CONTRACT. WAIVER OF SUBROGATION IS EFFECTUAL COMPLETED OPERATIONS COVERAGE IS INCLUDED IN THE GENERAL LIABILITY POLICY. IF THESE POLICIES ARE CANCELLED FOR ANY REASON OTHER THAN NON-PAYMENT OF PREMIUM, THE INSURER WILL DELIVER NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER UP TO 60 DAYS PRIOR TO THE CANCELLATION OR AS REQUIRED BY WRITTEN CONTRACT, WHICHEVER IS LESS. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: TC2J-CAP-7444L34A-TIL-20 COMMERCIAL AUTO ISSUE DATE: 09-02-20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Farm apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage pro- vided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organ ization(s): ANY PERSON OR ORGANIZATION WHOM YOU HAVE AGREED TO ADD AS ADDITIONAL INSURED, BUT ONLY TO COVERAGE AND MINIMUM LIMITS REQUIRED IN A WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provi- sion contained in Paragraph A.1. of Section II - Cov- ered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 Q Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: TC2J—CAP-744OL34A—TIL-20 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer ❑f required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident" or 'loss", provided that the CONDITIONS Section: "accident" or 'lass" arises out of the operations S. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. HDI GLOBAL INSURANCE COMPANY MANUSCRIPT ENDORSEMENT # 32 Policy Number GLD11101-12 Named Insured SIEMENS CORPORATION Policy Period: Inception (M-D-Y) Expiration (M-D-Y) Effective Date and Time of Endorsement 10-01-2020 10-01-2021 10-01-2020 12:01 a.m. Standard Time at Address of the Insured. This Endorsement Changes The Policy. Please Read It Carefully. This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Form Who is an insured is amended to include as an additional insured any person whom you are required to add as an additional insured on this policy under a written agreement, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf. The insurance coverage provided to such additional insured applies only to the extent required within the written agreement. The insurance coverage provided to the additional insured person shall not provide any broader coverage than you are required to provide to the additional insured person in the written agreement and shall not provide limits of insurance that exceed the lower of the Limits of Insurance provided to you in this policy, or the limits of insurance you are required to provide in the written agreement. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible other insurance, whether primary, excess, contingent, or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the written agreement specifically requires that this insurance apply on a primary basis, this insurance is primary. If the written agreement specifically requires this insurance apply on a primary and non-contributory basis this insurance is primary to other insurance available to the additional insured and we will not share with thatother insurance_ This endorsement shall prevail over additional insured endorsements that may apply under this policy unless required otherwise in the written agreement. Authorized Representative All terms and conditions of the policy remain unchanged. THIS ENDORSEMENT MUST BE ATTACHED TO ACHANGE ENDORSEMENT WHEN ISSUED AFTER THE POLICY IS WRITTEN. Pa ge POLICY NUMBER: GLD11101-12 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person OrOrganization: ANY PERSON OR ORGANIZATION TO THE EXTENT REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV —Conditions: We waive any right of recovery we may have against the person ❑r ❑rganization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 13 TRAVELERS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 �00j- POLICY NUMBER: UB-8P83929A-20-51-x WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANISATION FOR NAM A WAIVER OF SUBROGATION IS REQUIRED BY CONTRACT OR AGREEMENT OR PERMIT, BUT COVERAGE IS LIMITED TO THE SCOPE OF THE WORK PERFORM BY THE INSURED UNDER SUCH CONTRACT, AWME111M OR PERMIT. DATE OF ISSUE: 09-01-20 STASSIGN: 4100 KENT WASHING TON City of Kent Business License SIEMENS INDUSTRY, INC. CIO DUCHARME, MCMILLEN & ASSOC PO BOX 80600 INDIANAPOLIS, IN 46280 Please tear at perforation ------------------------------------------------ BUSINESS LICENSE 440 LICENSE MUST BE PAID ANNUALLY BY • JANUARY 1st TO AVOID PENALTY KENTIssuance or License Does Not Imply Licensee's W A 5 H I N G T C N Compliance with State and Local Laws THIS LICENSE MUST BE POSTED IN A CONSPICUOUS PLACE. NOT TRANSFERABLE OR ASSIGNABLE NAME AND ADDRESS OF BUSINESS BLOC-2130028 SIEMENS INDUSTRY INC 100 TECHNOLOGY DR ALPHARETTA, GA 30005 Tax Registration Endorsement Per RCW 82.14 local sales and use tax must be coded No. 1715 for all qualified sales within the city of Kent. 2021 MAYOR The City of Kent At 2204TH AVE SO KENT. WASHINGTON 98032 Signature: ;V1,YAx1-9 Will Moore (Sep 22, 202107:53 PDT) Email: wmoore@kentwa.gov Signature: Briar Levenep 23, 202109:32 PDT) Email: bjlevenhagen@kentwa.gov Signature: Email: rlashley@kentwa.gov FAC-Siemens-CONTRACT Final Audit Report 2021-09-23 Created: 2021-09-22 By: Diana lazouski (Dlazouski@kentwa.gov) Status: Signed Transaction ID: CBJCHBCAABAAh6FOVSV9hyeHyNuMBxDJ_Yjrzh7ctA6p "FAC-Siemens-CONTRACT" History Document created by Diana lazouski (Dlazouski@kentwa.gov) 2021-09-22 - 2:38:36 PM GMT- IP address: 146.129.252.126 Document emailed to Will Moore (wmoore@kentwa.gov) for signature 2021-09-22 - 2:46:48 PM GMT Email viewed by Will Moore (wmoore@kentwa.gov) 2021-09-22 - 2:53:29 PM GMT- IP address: 146.129.252.126 Document e-signed by Will Moore (wmoore@kentwa.gov) Signature Date: 2021-09-22 - 2:53:57 PM GMT - Time Source: server- IP address: 146.129.252.126 Document emailed to Matt Smart (matthew.smart@siemens.com) for signature 2021-09-22 - 2:54:01 PM GMT Email viewed by Matt Smart (matthew.smart@siemens.com) 2021-09-22 - 3:30:36 PM GMT- IP address: 104.47.2.254 E= Document e-signed by Matt Smart (matthew.smart@siemens.com) Signature Date: 2021-09-22 - 3:37:09 PM GMT - Time Source: server- IP address: 136.226.56.250 Document emailed to Ronald Lashley (rlashley@kentwa.gov) for signature 2021-09-22 - 3:37:13 PM GMT Email viewed by Ronald Lashley (rlashley@kentwa.gov) 2021-09-22 - 5:56:33 PM GMT- IP address: 146.129.252.126 Document e-signed by Ronald Lashley (rlashley@kentwa.gov) Signature Date: 2021-09-22 - 6:25:50 PM GMT - Time Source: server- IP address: 146.129.252.126 Document emailed to Brian Levenhagen (bjlevenhagen@kentwa.gov) for signature 2021-09-22 - 6:25:54 PM GMT Adobe Sign Email viewed by Brian Levenhagen (bjlevenhagen@kentwa.gov) 2021-09-23 - 4:31:52 PM GMT- IP address: 12.23.243.2 Ea Document e-signed by Brian Levenhagen (bjlevenhagen@kentwa.gov) Signature Date: 2021-09-23 - 4:32:39 PM GMT - Time Source: server- IP address: 12.23.243.2 Agreement completed. 2021-09-23 - 4:32:39 PM GMT a Adobe Sign