HomeMy WebLinkAboutCAG2022-360 - Original - Faro Technologies, Inc. - Scanner with Accessories & 3-year Service Plan - 08/31/2022ApprovalOriginator:Department:
Date Sent:Date Required:
Mayor or Designee
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingDate Received: City Attorney:
Comments:
Date Routed: Mayor’s Office City Clerk’s OfficeAgreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Local Business? Yes No*
Business License Verification:
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Yes In-Process Exempt (KCC 5.01.045)
Notice required prior to disclosure?
Yes No
Contract Number:
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. 20210513
FOR CITY OF KENT OFFICIAL USE ONLY
Agreement Routing Form
For Approvals, Signatures and Records Management
(Optional)
Basis for Selection of Contractor:
* Memo to Mayor must be attached
Termination Date:
Authorized to Sign:
City of Kent "Goods & Services Agreement between the City of Kent and FARO Technologies, Inc."
Agreed Amendments Negotiated between City of Kent and FARO, August2022
City of Kent (*City") and FARO Technologies, Inc ("FARO" orooVendor") agree to the City's enclosed otherwise
un"dit"d "Goods & Services Agreement between the City of Kent and FARO Technologies, Inc" alone ("Customer
Terms,'),asreferencedintheCity'sPurchaseOrderNo. 170147 OPl0Tl2sl2022l,withthefollowingamendments,
for the purchases associated with FARO Quote 20462003, and for all purchases through December 3l,2024,even
if such subsequent purchases do not reference these agreed amendments or reference other terms
FARO Technologies, Inc.City of Kent
Signature:Signature
Name:
Title:
Date:
Name:
Title:
Date:
Enclosure: City of Kent'oGoods & Services Agreement between the City of Kent and FARO Technologies, Inc"
Customer Terms Issue Agreed upon change
Delivery Terms
(Section II)
Customer Terms reference
delivery terms of FOB
Destination.
The parties agree risk of loss transfers at
shipment.
Acceptance
(Section III)
FARO's products are highly
standardized, offthe shelf, boxed
metrology products. No sPecial
acceptance procedures offered.
The FARO warranty stalts upon
shipment of the products; thus,
acceptance is covered by the
warrantv.
No special acceptance procedures apply. For
the avoidance of doubt, the City's inspection
rights and warranty rights are unaffected'
Warranties
(Section X)
FARO's products are highly
standardized, offthe shelf, boxed
metrology products. These
products are not tailored to fit a
particular purpose.
The terms of the purchased warranty are
solely the Vendor's terms for the applicable
warranty product. FARO's default warranty
term is one (1) year (and ninety (90) days for
accessories) and starts at shipment. FARO
warrants against defects in material and
workmanship and that all products will meet
Seller's specifications. The wananty remedy
is repair at a FARO location or replacement
and is express, excluding merchantability and
fitness for particular purpose. The warranty
runs to the City alone. Warranty work is
warranted for the longer of the remaining term
of the initial warranty or ninety (90) days. For
the avoidance of doubt, FARO's Complete
Care warranty term purchased under Purchase
Order No. 170147 OP is a total of three (3)
years and starts at shipment.
Limitation of Liability
and Waiver of
Consequential
Damages
FARO proposes a mutual waiver
of consequential damages and
limitation of liability.
Except where prohibited by law, (a) the
maximum aggregate liability of either party,
including relating to any product, from any
cause, shall not exceed 100% ofthe purchase
order value, and (b) in no case or under any
theory shall either party be liable for any
indirect, special, punitive or consequential
Page I of 1
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
8/22/2022
Director of Sales
Craig Cupach Dana Ralph
Mayor
08/31/2022
KENT
WASHINCTON
GOODS & SERVICES AGREEMENT
between the City of Kent and
FARO Technologies, Inc.
THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation
(hereinafter the "City"), and FARO Technologies, Inc., organized under the laws of the State of Florida,
located and doing business at 250 Technology Park, Lake Mary FL 32746-7t15 (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:
A FARO Focus Premium laser scanner with accessories and a 3-year Complete Care service plan,
covering parts and labor for repairs and annual cleaning and calibration, and associated training, all
in accordance with Vendor's proposal, dated May 26, 2022, attached and incorporated as Exhibit A,
pursuant to Vendor's Standard Terms and Conditions, except as otherwise provided herein, attached
incorporated as Exhibit B
The Vendor acknowledges and understands that it is not the City's exclusive provider of these goods,
materials, or services and tha[ the City maintains its unqualified right to obtain these goods, materials, and
services through other sources.
IL TIME OF COMPLETION. Once this Agreement is signed, Vendor shall deliver the goods FOB
destination by September 30, 2022. Throughout the term of this Agreement support services shall be
provided by Vendor in accordance with Exhibit A and the attached and incorporated Exhibit C'
III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $66,875'19, not
including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this
Agreem6nt. The City shall pay the Vendor the following amounts according to the following schedule:
The City agrees to pay within 30 days any invoice issued by the Vendor that is consistent with
the quote attached as fxniOit n, and upon the City's receipt and acceptance of such products
as conforming to the terms of this Agreement.
Card payment program, The Vendor may elect to participate in automated credit card payments
provided fol. by tf'e 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
piogram, 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 por[ion of the invoice not in dispute. In that event, the parties will immediately make every
effort to settle the disputed portion.
GOODS & SERVICES AGREEMENT - 1
(Over $20,000, including WSST)
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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.
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, GRANT OF LICENSE. Vendor hereby grants to City, including to all its authorized users, a
non-revocable, non-exclusive, royalty-free, and worldwide license to use any Software that is needed to use
the FARO Focus Premium laser scanner ("Software"). Such Software shall include FARO Zone 3D Core and
the FARO Stream mobile app, as well as any updates to such Software. 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;
C. Copy, reproduce, resell or commercially exploit the Software; or
D. Reverse engineer, decompile or disassemble any Software code.
V. INDEPENDENT VENDOR. The parties intend that an Independent Vendor-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.
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.
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.
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.
The Vendor maintains a set of books dedicated to the expenses and earnings of its
business.
GOODS & SERVICES AGREEMENT - 2
(Over $20,000, including WSST)
B
c
D
E
F
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
vI. TERMINATION. The City may terminate this Agreement, with or without cause/ upon
providing the Vendor thirty (30) days written notice at its address set forth on the signature block of this
Agreement.
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 disaste-r 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 t-he prevention or delay in performance. Any excuse from liability shall be
effective onty 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 diiigent, 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 costlt 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 ceasdd, 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 direltion by the C'ity 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 cljim as provided in this section. The Vendor shall give written notice to
the City oi all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the
claims, or within fourteen (14) calendir days of the date the Vendor knew or should have known of the facts
or events giving rise to the ciaim, whichever occurs first . Any claim for damages, additional payment for
any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed
to have been waived by the Vendor unless a timely written claim is made in strict accordance with the
applicable provisions of this Agreement.
At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items
1 through 5 below.
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN
THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN
ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY
THAT DELAY.
A, Notice of Claim. provide a signed written notice of claim that provides the following
information:
1. The date of the Vendor's claim;
GOODS & SERVICES AGREEMENT - 3
(Over $20,000, including WSST)
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
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
pro.ptty to prwiOe 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
atso *aVes -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
sectior', tne Vefuor 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 ABILIry TO FILE THAT SUIT SHALL BE FOREVER BARRED'
THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD.
X. WARRANTy. The warranties provided for in this section are in addition to any other
warranties afforded bY law.
A. 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 oi its obligations hereunder do not 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.
B. Vendor Warranties and Representations, Vendor represents and warrants that the
p.drctr ""d * ^es will be provided and performed in a profess.ional and workmanlike
manner, consistent with applicable industry standards and the corresponding
specifications set forth in the applicable Statement of Work and Service Level
commitments.
1. Deliverables, Vendor represents and warrants that each deliverable shall meet
and conform to its applicable specifications as provided herein following its
acceptance and during the term of this Agreement. Vendor also represents and
warrants that the products and services, in whole and in part, shall operate and
be provided in accordance with any applicable configuration documentation,
and this Agreement.
GOODS & SERVICES AGREEMENT - 4
(Over $20,000, including WSST)
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
Services. Vendor represents and warrants that (a) it shall perform the services
'€qu"ed
pursuant to this Agreement in a professional manner, with high
quality, and (b) it shall give due priority to the performance of the services.
Title Warranty and Warrantv against Infrinqement. Vendor hereby warrants and
'€presents
that Vendor is the owner of the products and services provided or
licensed hereunder, or otherwise has the right to grant to the City, the licensed
rights to use the products and services made available through this Agreement
without violating any rights of any third-party worldwide. Vendor represents
and warrants thit (i) 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 products and services infringe or misappropriate
any patents, copyrights, trade secrets or other intellectual property rights of
any inird-party; and (ii) Vendor's products and services do not knowingly
infringe upon or misappropriate any patents, copyrights, trade secrets or any
other intellectual property rights of any third-party'
Maintenance Services Warranty, Vendor warrants that, in providing the
ffiduct'andp",fo'mingtheservicesunderthisAgreement,Vendorshall
substantially and materially comply with the descriptions and representations
as to the pioducts and services, including performance capabilities, accuracy,
completeness, characteristics, statement of work, configurations, standards,
function, and requirements, which appear in this Agreement'
Warranty of Compliance with Aoplicable Law. Vendor warrants the products and
services' snatt comply with all applicable federal, state, and local laws,
regulations, codes, and ordinances to which they are subject' Vendor warrants
thit, throughout the term of this Agreement, including any renewals, the
products and services shall comply with changes to and new applicable federal,
state, and local laws, regulations, codes, and ordinances to which they are
subject. Vendor represenis and warrants that it shall comply with all applicable
locjl, state, and federal licensing, accreditation, and registration requirements
and standards necessary in providing the Products or performing the Services.
Warranty of Services; General Responsibilities, Vendor warrants the products
and senrices for the term of this Agreement. Vendor shall provide warranty
services as described in this Agreement at no additional cost to correct
deficiencies in the products and services and to repair and maintain the
products and services in accordance with the specifications. Vendor's warranty
service responsibilities shall include, but not be limited to the following:
i, promptly and diligently perform and reperform the services which are
not in compliance with documentation/specifications, representations,
and warranties at no additional cost to the City;
ii. Maintain the products and services in accordance with the specifications
and terms of this Agreement and meet all availability and system
performance service levels as may be specified in this Agreement'
iii, promptly coordinate with the City all tasks related to correcting
problems and deficiencies connected with the products and services.
iv. Not disable any software without notice to and agreement by the City'
xI. DISCRIMINATION. In the hiring of employees for the performance of work under this
Agreement or any sub-contract, the Vendor, its iub-Vendors, or any person acting on behalf of the Vendor
or sub-Vendor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or
GOODS & SERVICES AGREEMENT - 5
(Over $20,000, including WSST)
2
3
4
5
6
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
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 oi 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
inatt pay ait t6e Cityt 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 D attached and incorporated by this reference.
xlv. 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 Vendors 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 retinquishment of those covenants, agreements or options, and the
same shall be and remain in full force and effect'
C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. If the parties are
unable to settle any dispute, difference or claim arising from the parties' performance
of this Agreement, the exclusive means of resolving that dispute, difference or claim,
shall only be by filing suit exclusively under the venue, rules and jurisdiction of the
King County Superior Court, King County, Washington, unless the parties agree in
wrifing to an aiternative dispute resolution process. In any claim or lawsuit for
GOODS & SERVICES AGREEMENT - 6
(Over $20,000, including WSST)
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
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
parti"s ut tf'" addresses listed on the signature page of the Agreement, unless notified
to tne 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
sufficienly 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. Assionment. Any assignment of this Agreement by either party without the written
consent of the non-asiigning party shall be void. If the non-assigning party gives its
consent to any assignmlnt, 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
ngreemelt shatt 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
anV e*f.r''Oits 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'
H-owever, should any language in any of the Exhibits to this Agreement conflict with
any language containeO in ttris Agreement, the terms of this Agreement shall prevail.
H, Compliance with Laws. The Vendor agrees to comply with all federal, state, and
*""rc'pal laws, rules, and regulations that are now effective or in the future become
applicable to the Vendor's buiiness, 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 ag,ency subject
to tf,e public Reco-rds 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 n6t produced to or possessed by the City of Kent. As such,
the Vendor agrees to cooperaie fully with the City in satisfying the City's duties and
obligations under the Public Records Act.
J. City Business License Required. Priorto commencing the tasks described in Section I,
VenOor agrees to prwiOe 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
numberotcountffihshallconstituteanoriginal,andallofwhichwill
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.
GOODS & SERVICES AGREEMENT - 7
(Over $20,000, including WSST)
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
VENDOR:
FARO Technologies, Inc
By
Print Name:
DATE:
CITY:
City of Kent
By
Print Name:Dana Raloh
DATE:
NOTICES TO BE SENT TO:
VENDOR:
FARO Technologies, Inc.
Attn:
NOTICES TO BE SENT TO:
CITY:
City of Kent Police DePartment
Attn: Contract Manager
220 Fourth Avenue South
Kent, WA 98032
(253) 856-5800 (telePhone)
(253) 856-6800 (facsimile)
APPROVED AS TO FORM:
Kent Law Department
ATTEST:
Kent City Clerk
GOODS & SERVICES AGREEMENT - 8
(Over $20,000, including WSST)
Chris Taylor, Account Manager
250 Technology Park
Lake Mary, FL 32746
805-822-2829
Chris.Taylor@faro.com
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
8/22/2022
Craig Cupach
Director of Sales
08/29/2022
2
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 Vendors, 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
Vendor, 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
Vendor, 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 suspehsion 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.
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.
During the time of this Agreement the prime Vendor will provide a written statement to all
new employees and subcontractors indicating commitment as an equal opportunity
employer.
During the time of the Agreement I, the prime Vendor, will actively consider hiring and
promotion of women and minorities.
Before acceptance of this Agreement, an adherence statement will be signed by me, the
Prime Vendor, that the Prime Vendor complied with the requirements as set forth above.
By signing below, I agree to fulfill the five requirements referenced above.
By
For:
Title
Date:
4
5
EEO COMPLIANCE DOCUMENTS - 1 of 3
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
8/22/2022
Director of Sales
FARO Technologies, Inc.
CITY OF KENT
ADMINISTRATTVE POLICY
NUMBER: L.2 EFFECTIVE DATE: JanuarY 1, 1998
SUBJECT:
POLICY:
Equal employment opportunity requirements for the City of Kent will conform to federal and state
laws. All Vendors, 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:
Provide a written statement to all new employees and
commitment as an equal opportunity employer.
subcontractors indicating
2. Actively consider for promotion and advancement available minorities and women.
Any Vendor, 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 depaftments.
1. Ensuring that Vendors, subcontractors, consultants, and suppliers subject to these
regulati6ns 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.
MINORITY AND WOMEN
VENDORS
SUPERSEDES: April 1, 1996
APPROVED BY Jim White, Mayor
1
EEO COMPLIANCE DOCUMENTS - 2 Of 3
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
CITY OF KENT
EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT
This form shall be filled out AFTER COMPLETION of this project by the Vendor awarded the
Agreement.
I, the undersigned, a duly represented agent of
-
Company, hereby acknowledge and declare that the before-mentioned company was the prime
Vendor for the Agreement known as that was entered into on
(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 paft of the before-mentioned Agreement.
By
For:
Title:
Date:
EEO COMPLIANCE DOCUMENTS - 3 Of 3
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
EXHIBITACity of Kent Purchase OrderBill to: Gity of KentAccounts Payable220 4h Avenue SouthKent, WA 98032Phone: (253) 856-5230Ordered by: Debra Lynn DouglasPolice-Admi nistration253-856-5874Vendor: 1471005Faro Technologies, lncPO Box 1 16908Atlanta, GA 30368-6908Payment Terms: Net 3AOrder #Order Date:170147 0P7t28t2022FENT Order number must appear on all invoices, packages, etc.This document is hereby deemed a valid purchase order and authorizes the procurement ofthe materials and/or services indicated. Please let us know immediately if you are unable toship the complete order.Ship to: City of KentPolice Department400 West Gowe StreetSuite 122Kent, WA 98032Approved by: PadiMayor's Signaturella Jr, Rafael R,:ilono-Ro-$d^Total Cost43,478.4922,889.79671.615,802.2733.03(6,000.00)Subtotal:60,190.00Sales Tax6,685.19Total:66,875.19Sales Tax3,988-492.099.7961.61532.273_03Ext. Cost39,490.0020,790.00610.005,270.0030.00(6,000.00)Unit Cost39,490.0020,790-00610.005,270.0030.006,000.00QuantityI111111(1)1111Descriptionlnvestigations-FARO Scanner I LS9-HU FARO Focus Premiumlnvestigations-FARO Scanner I FW-SCN-0020 Range Extensionlnvestigations-FARO Scanner I ACCS-PWR4O14 Power Blocklnvestigations-FARO Scanner I TR-FZ3-COR FZ Gore Traininglnvestigations-FARo Scanner I TR-SCN-POS Facility Trainnglnvestigations-FARO Scanner I SV2-SCN-Y3 Complete Care-Year3lnvestigations-FARO Scanner I Estimated Shipping & Handlinglnvestigations-FARO Scanner I Tradeln Discount-Focus 3D X330lnvestigations-FARO Scanner I QUOTE 20462003, Dated 5126122I nvestigations-FARO Scanner I ESTI MATE, Daled 7 D8122lnvestigations-FARO Scanner I CAPTIAL ASSET # TBDPer GOK Legal, A Long-PO/Quote I acceptable in lieu of contractItem #Line123456789101112(Required for conlract! over $O,OOO1DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
FARC
FARO Technologies, lnc.
250 Technology Park
Lake Mary FL32746-7115
Phone No: 407-333-991 1
Fax No: 407-333.41 81
Email: craig.cupo@fiaro.com
BillTo:
City of Kent
220 4th Ave S
98032-5895 Kent, WA
USA
Remlt to:
FARO Technologies, lnc.
P.O. Box 116908
Atlanta, GA 30368-6908
Quotation No:
Quotation Date:
Expiration Date:
Regional Manager:
Account Manager:
Sales Support:
Ship:
Payment Terms:
DetiveryTerms:
Lead Time:
Tracker Lead Time:
PO Number:
Page 1
20462003
05t2612022
07t3112022
Craig Gupach
Craig Cupo
AinelGrana
Standard/Ground
Net due in 30 days
FCA Destination
2€ Weeks
10-12 Weeks
ArY o,r.tacLtt- lno-l
1is1a6L
r+srvc- O T
Taa/,: Gn Dtic-ourJl-
Ship To:
City of Kent - Police Dept
John Waldo
400 W Gowe St Ste 122
98032-6019 Kent, WA
USA
Contact Percon: John Waldo
Customer will trade ln S7330HDR S/N:LLS071710005 and freestyle S/N:FS0B0000623
Descri nItem No.Amount
LSg-HU
FW-SCN-0020
ACCS-P\l/R-0014
FARO Focus Premium USA
Laser Scanner Focus Premium shiPs
with: 1x Focus Premium scanner
head, 1x Status lndicator, 1x Quick
Release, 1x Power Block Battery, 1x
Battery Power Dock, 1x Power
Supply, 1x64GB High-Speed SD
Card and reader, 1x rugged transport
case, 1x calibration certificate, 1x
quick start guide, manufacturer
wananty
Focus Premium Range Extension
350m, POS
Focus Premium Range Extension
350m, Point of Sale
3D_AC-LS-FocusS Battery Power
Block
Power Block battery for Focus laser
scanner and Frees$le.
I 35,907.05
18,903.72
527.38
1
1
Confidential
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
Page2
Quote no. 20462003F'IRC
Desc ionItem No.Amount
TR.FZ3.COR
TR-SCN-POS
SV2-SCN-Y3
FZCore
Two consecutive daY, consisting of
four-hour virtual classroom training.
The FARO Zone 3D Core training is
specifically designed to assist new
users.
LaserScannerTr. - FARO Fac. - lnc 1
1 0.00
0.00
4,791.85
'Available only at Point of FARO
system sale. lncludes training for 2
Trainees. #Three daY course at a
training facility provided by FARO
that discusses FARO Laser Scanner
with FARO Software, setuP, and
basic measurements. Classroom
trainings are scheduled on a first
come, first served basis. Classes can
be cancelled within two weeks of the
scheduled date if sufficient
enrollment is not met, Training days
must be taken together on
consecutive days, and cannot be split
into individualdaYs."
FOCUS Premium ComPlete
Care-Year 3
1
Complete care coverage for Focus
Premium scanners. lncludes Parts
and labor for repairs and annual
cleaning and calibration. Covers
througl"r year 3 from point of sale.
Confidential
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
Page 3
Quote no. 20462003FARC
Total Unit Price
Total Discount
Shipping & Handling
66,130.00
6,000.00-
24.02
Total USD 60,154.02
*'Note: Taxes on this quote are budgetary estimates and are not binding, Taxes charged will be based on applicable tax rates assessed at the
time of final lnvoice.
€hr on"' 6tf*/x
a .3o.tAccounts Payable
Signatu
Can we send your future lnvoice(s) to the email address provided
Do you require a PO to process this order (_) No }$ Yes - eO
(-) No Yes-l ol
Title
*Any order over $150,000 will need a secondary signature to process your order
Confidential
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
Page 4
Quote no. 20462043F,ftRC
covlD-19
FARO does not assume any risk for (i) late deliveries of goods, (ii) customers' inability or lmpracticability to receive or use our devices or
software, end for (iiD dellvery disruptions, that are due to the COVID-19 pandemic and ensuing government measures (shut downs'
lockdowns, quarantines).
PURCHASE AGREEMENT AND CONDITIONS OF SALE: As a condition of thls agreement, the appllcable contract terms are FARO'S
Standard Terms and Condltlons of Sale, or, if the Parties have entered into current master sales terms, such negotiated master terms'
The FARO Standard Terms and Conditions can be found at the followlng Web link (if such is not an active link, please copy and paste the
Web address into a Web browser):
https :ltuww,faro,com/en/Terms
The following artlcle contains all our calibration lnlormation under their respective product headings
https://knowledge.faro.com/Essentials/Hardware/Compensation-Callbration-and-Certification-Standards-for-FARO-Devices
TRADE-IN CREDIT
Trade.in credit line item is contingent upon receipt of used equipment being returned to FARO Technologies wlthln 45 days of receipt of
new equipment.
lf equipment is not recelved within this period of time, customer agrees to pay the credited amount within 15 days of receipt of invoice'
FARO RMA number will be provided to you by your inside sales supportspecialist and must be affixed to the outside of the case.
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
FARC Esti mate
FARO Global Headquarters
250 Technology Park
Lake Mary, FL 32746, USA
Phone: 4O7-333-991t
Tol I Free: 8AO-7 36-0234
Fax: 407-333-4181
Estimate Date: Thu, 28 Jul2O22
Prepared for:
Kent PD/Philip Johnson
*Please be aware sales tax and shipping are not included this estimate*
Items in Estt'mote.'
Part#
LS9-HU
FW-sCN-0020
ACCS-PWR-0014
TR-F23.COR
TR-sCN-POS
SV2.SCN-Y3
Desc.
FARO Focus Premium USA
Focus Premium Range Extension 350m, POS
Power Block
FZ Core Training
Free POS FARO Facility Trainirrg
FOCUS Premium Complete Care-Year 3
Unit
Price
$ 39,490
$2O,79O
$ 610
$o
$o
$5,270
Totals
$39,490
$zo,zgo
$oro
$o
$o
$5,27o
$6d,1.6o
Qtv
1"
t
t
7
7
t
TotalPrice:
Optionol ltems:
Part#Desc.Qty Totals
OptionalTotal Price:
This is a non-binding estimate of software, hardware, and associated services. This estimate does not
constitute an agreement, commitment, or offer of sale (expressed or implied) on the part of FARo and
should not be relied on for making business decisions. Please contact your FARO representative for a
binding quote.
Unit
Price
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
Douqlas, Debra
From:
Sent:
To:
Cc:
SubJect:
Attachments:
Douglas, Debra
Thursday, July 28, 2022 B:59 AM
King, Jalene
Johnson, Philip
FW:quote - FARO 'PO 170147
Kent list prices,pdf
Jalene - For your records, I have attached the new estimate. Thanks.
Debbie Douglas, Financial AnalYst
SupporVAdmlnistrative Services I Police Department
220 Fourth Avenue South, Kent, WA 98032
Direct Line 253-856-5874 | Fax 253-856'6803
d do ua I as(o Ke nt!^lA. oov
CITY OF KENT, WASHINGTON
KentWA.oov Facebook i'r.riil.i.:r YouTube Instaoram
From: Douglas, Debra
Sent: Thursday, JulY 28,2022 8:38 AM
To: Craig Cupo <Craig.Cupo@faro.com>
Cc: Johnson, Philip <PJohnson @kentwa.gov>
Subject: RE: quote - FARO
Thanks for the explanation, we will make it work. The PO is en route through our internal approval process now.
Debbie Douglas, Financial AnalYst
SupporVAdminlstratlve Services I Police Department
220 Fourth Avenue South, Kent, WA 98032
Dlrect Line 253-856-5874 | Fax 253-856-6803
ddouglas@KenlwA"gov
CITY OF KENT, WASHINGTON
K€ntwA,oov Facebook lyyiligf YouTsbe Instaqram
From: Craig Cu po <Grais.Cupo@faro.com>
Sent: Thursday, JulY 28,2022 8:25 AM
To: Douglas, Debra <DDouslas@kentwa.gov>
Cc: Johnson, Philip <PJohnson@kqntwq.eov>
Subject: RE: quote - FARO
1
EXTERNAL EMAIL
HiDebra,
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
yes, the actual quote is s56,130 and the shipping is still s24.02. Because of limitations in our system I can only provide
you with an estimate instead of a quote. lf I create a new quote to reflect the list item prices it will replace the current
and correct quote with one that has O discount. After that, due to price increases we've had since this original quote
when I go and replace the example and correct the discount it will force the price jump into my quoting tool and raise
your overall price by about 5% (which is the price increase we had on 1 July). All of that to say that I can only create an
estimate which doesn,t include discounts or shipping vs an actual quote which allows me to alter the pricing to a
degree, lt's a bit of a pain, but please let me know if it makes sense'
-Craig
Graig Gupo I Public Safety Account Manager
FARO Tethnologies, lnc. [250 Technology Park I Lake Mary, FL32746
Spokane, WA
Mobile: 908.670.9268
N asdaq: FARO I Craig. Cupo@faro.oor:n I www'faro.com
qF#Lr#tre*
From: Douglas, Debra <@>
Sent: Thursday, July 28,2022 6:27 AM
To: Craig Cupo <Craig.Cuoo@faro.com>
Cc: Johnson, Philip <PJohnson@kentwa.eov>
Subject: FW: quote - FARO
lmportance: High
CAUTION: This email originated from outside the organization. Do not click links or open attachments
unless you recognize the sender and know the content is safe.
lf you have clicked a link in this message with unexpected results, call lT immediately
Good morning Craig,
l,m working with Commander Johnson on the purchase Order portion of this transaction and had a question regarding
the recent estimate.
r I noticed the new attached estimate's sub total is s66,160, but the actual quote was 565,130. ls this correct?
o I also noticed that the attached estimate did not include the shipping. ls this shipping still $24.02, as listed in
the original quote?
Thanks,
Debbie Douglas, Financlal AnalYst
SupporVAdmlnistratlve Services I Police Department
220 Fourth Avenue South, Kent, WA 98032
Direct Line 253-856-5874 | Fax 253-856-5803
ddouolas@KehtWA.gov
CITY OF KENT, U'ASHINGTON
KentWA.sov Facebook -]-vlltlrgf YouTube InstaEram
2
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
Debbie Douglas, Financial Analyst
Support/Administrative Services I Pollce Department
220 Fourth Avenue South, Kent, WA 98032
Dlrect Line 253-856-5874 | Fax 253-856'6803
ddouolas@KentWA.gov
CITY OF KENT, WASHINGTON
KentWA.qov Facebook,iyi1i-t-t ::r- YouTube Ilgtaqram
From:CraigCupo<@
Sent: WednesdaY, JulY 27,2022 6:55 PM
To: Johnson, Philip <PJohnson@kentwa.sov>
Cc: Douglas, Debra <DDouslas@kentwa.ry>
Subject: RE: quote
Evening Phil,
As promised here is your quote with 0 discounts so you can see where the $6k came from. Please let me know if you
need anything else.
Craig Gupo I Public Safety Account Manager
FARI Technologies, lnc. [250 Technology Park I Lake Mary, FL32746
Spokane, WA
Mobile: 908.670.9268
Nasdaq: FARO I graig.Cupo@faro.com I www.faro.com
i# {i {* &'g'ffi
From: Johnson, Philip <PJohnsgn@kentwa.eov>
Sent: WednesdaY, JulY 27,2022 3:53 PM
To: Craig Cu po <Craie.C.uoo@faro.com>
Cc: Douglas, Debra <DDouglas@kentwa.sw>
Subject: RE: quote
CAUTION: This email originated from outside the organization. Do not click links or open attachments
unless you recognize the sender and know the content is safe'
lf you have clicked a link in this message with unexpected results, call lT immediately
No problem, and thanks
From: Craig Cupo <Craie,Cupo@faro.com>
Sent: Wednesday, JulY 27,2022 3:52 PM
To: Johnson, Philip <PJohnson@kentwa'qov>
Cc: Douglas, Debra <DDouslas@kentwa,gov>
Subject: Re: quote
3
EXTERNAL EMAIL
EXTERNAL EMAIL
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
Will do, l'm on the way to a Dr appt so it'll be a little bit but I will get it to you tonight.
Craig Cupo I Public Safety Account Manager
FARb Technologies, lnc. | 250 Technology Park I Lake Mary, FL32746
Spokane, WA
Mobile: 908.670.9268
Nasdaq: FARO ll www.faro.com
From: Johnson, Philip <PJohnson@kentwa,gw>
Sent: Wednesday, July 21,2022 3:50:43 PM
To: Craig Cupo <Craie.Cuno@faro.com>
Cc: Douglas, Debra <DDouslas@kentwa.Rov>
Subject: RE: quote
I GAUTION: This email originated from outside the organization. Do not click links or open attachments
I unless you recognize the sender and know the content is safe.
I lf you have clicked a llnk in this message with unexpected results, call lT immediately
i? yo, don't mind doing so. We have multiple people signing off on the expenditure so it would
be helpful for everyone involved. Appreciate the help
From: Craig Cupo <Crais.Cupo@faro,com>
Sent: Wednesday, July 27,2022 3:49 PM
To: Johnson, Philip <PJohnson@kentwa.gw>
Cc: Douglas, Debra <DDouelas@kentwa.
Subfect: Re: quote
HiPhil,
you,re correct the subtotals add up to 60,152 but that is because the 6k is split among the new purchases. The list price
is 66,152 and then 6O,L52 after the s5k discount for the trade ins. I can send you an itemized quote with no discounts if
you would like to see where the actual discounts are applied. Hopefully that clears it up, please let me know if it
doesn't.
Graig Gupo I Public Safety Account Manager
FARb Tethnologies, lnc. | 250 Technology Park I Lake Mary, FL32746
Spokane, WA
Mobile: 908,670.9268
Nasdaq: FARO ll www.faro.com
EXTERNAL EMAIL
Fromr Johnson, Philip <PJohnson@kentwa.gov>
Sent: Wednesday, July 27,2022 3:41:30 PM
To: Craig Cupo <Crais.Cupo@faro.com>
Cc: Douglas, Debra <@>
Subject: RE: quote
4
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
I to, don't often get emailfrom olohnson@kenlwa'rov, Learn urhv thls ls import-ant
t CAUTTON: This email originated from outside the organization. Do not click links or open attachments
I unless you recognize the sender and know the content is safe.
t lf you have clicked a link in this message with unexpected results, call lT immediately
Hey Craig. Our finance folks just got a hold of me about the quote. Adding up the total unit
cost actually comes to $50,130,00. However it lists $66,130.00.
Then we are given a $6,000 discount when we send in our old scanner (listed on page 1)' So,
the way we are reading it the total should be $60,130.00 minus the $6,000 discount, plus
shipping should be $54,152.02 instead of $60,152.02.
Would you mind taking a look at this and let me know. Thank you
Phil
From: Craig Cupo <Craie.Cupo@faro.com>
Sent: Friday, July 22, 2022 t2:.3t PM
To: Johnson, Philip <PJohnson@kentwa.
Subiect: RE: quote
Morning Sir,
l,ve extended the date on the quote. There was a 5% price increase on July lst with a 30 day grace period. lf I extend
the dates past July l'll have to redo the quote with a new justification for the discount and hope for the best. Do you this
this quote will work? Or should I start the new quote for a longer time period?
Craig Gupo I Public Safety Account Manager
FARb Technologies, lnc. | 250 Technology Park I Lake Mary, FL32746
Spokane, WA
Mobile: 908.670.9268
Nasdaq: FARO I Craig.Cupo@faro,oom I www.faro.com
#$ffisffis
5
EXTERNAL EMAIL
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
From: Johnson, Philip <PJohnson@kentwa.s
Sent: Friday , luly 22,2022 L2:L8 PM
To: Craig Cupo <Craig.Cupo@faro.cgm>
Subject: quote
You don't often get emall from pigh6q(!&g$.@rey. Learn whv thls ls lmoortant
CA'uT|ON: This emailoriginated from outside the organlzation. Do not cllck linkE or open attachments
unless you recognlze the seRder and know the content is safe.
lf you have olloked a link in thie mossagewith unexpectsd resulte, call lT immedlately
Phif Johnson I commander
Kent Pollce Department
220 Fourth Avenue South, Kent, WA 98032
Maln Line 253-856-580O I Dlrect Line 253-856-5842
nlohnson@KentWA.oov
CITY OF KENT, WASHINGTON
trentwA.oov/Pollc€ Facebook Twitter YouTube Instaoram
PLEASE CONSIT'ER-TIIE ENVTRONMEI\I'I' EEFORE PRINTTNG T}JIS E.MAIL
6
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
7127122,5:44 PM Terms and Conditions
> lntroducing FAR0 Sphere. Connect your work anytime, anywhere
Start Now l-og In
EXHIBIT B
STANDARD TERMS AND CONDITIONS OF
SALE
These standard terms and conditions of sale are the only terms and conditions, oral or written,
applying to the sale of equipment, Software, other products or services ("Product") to Purchaser
from FARO Technologies, lnc. ('FARO"), its affiliates, subsidiaries and related companies except for
additional terms consistent with these standard terms and conditions on prices, quantities, delivery
schedules, and the description of the Products as setforth in an order or quotation issued by FARO
or approved by FARO (each, an "Order"). FARO hereby objects to and rejects any other terms or
conditions appearing on, incorporated by reference in or attached to any purchase order,
acceptance, acknowledgement, invoice, transmittal or other document and FARO's acceptance of
any Order is expressly made conditional on Purchaser's acceptance of these standard terms and
conditions. FARO's failure to object to any provision contained in a document or communication
from purchaser shall not be a waiver of these standard terms and conditions. lf any conflict exists
between local law and any section of these terms and conditions, the local law shall apply and
replace only that section.
ACCEPTANCE OF THESE STANDARD TERMS AND CONDITIONS AND ANY ORDER, BOTH OF EITHER OF
WHICH MAY BE DELIVERED TO PURCHASER IN ELECTRONIC FORM BY FARO, SHALL BE DEEMED TO
HAVE OCCURRED UPON THE EARLIER OF EXECUTING OR ACCEPTING THESE STANDARD TERMS AND
CONDITIONS OR TAKING DELIVERY OF ANY PRODUCTS. ANY DEVIATION FROM, OR EXCEPTIONS TO,
THESE TERMS AND CONDITIONS MUST BE IN WRITING AND SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF FARO.
All capitalized terms used but not defined in the body of this document are defined in Section 10.00
(Definitions).
1.0 Payment of Purchase Price
https ://www.faro.com/enfferms-and-Cond itions 1t'11
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
7127122,5:44 PM Terms and Conditions
> lntroducing FAR0 $phere. Connect your work anytime, anywhere
Start Now E-elg [m
. purchaser shall also pay FARO for any and all governmental taxes, charges or duties of every
kind (excluding any tax based upon FARO's income)that FARO may be required to pay with
respect to the production, transportation, export, import, storage, delivery, purchase, sale, or use
of product. Purchaser shall provide FARO, on request, with properly completed exemption
certificates for any tax or duty from which Purchaser claims an exemption.
. purchaser grants to FARO a security interest in all Product sold pursuant to the Order, which
FARO may perfect by filing a UCC Financing Statement or by other filings, registrations, or notices
as may be required. Any such security interest will remain in effect until FARO has received
payment in full of the purchase Price together with interest on any late Purchase Price payments.
. lf purchaser fails to make full payment of the Purchase Price in accordance with the terms set
forth in the Order, FARO shall, at its sole option, have the right to the following remedies, which
shall be cumulative and not alternative and which are not exclusive:
o the right to cancel the Order and enter Purchaser's premises to re-take possession of Product,
in which event Purchaser agrees that any down payment or deposit for Product shall be
forfeited to FARO as liquidated damages and not as a penalty, and all costs incurred by FARO
in connection with the removal and subsequent transportation of Product shall be payable by
Purchaser uPon written demand;
o the right to enter purchaser's premises and remove any Software, components of Product or
other items necessary to render Product inoperative;
o the right to withhold all services which would otherwise be required to be provided by FARo
pursuant to the Warranties set out in Section 4.00 (Warranties and Exclusions; Exclusive
Remedies and Disclaimers) hereof;
o the right to terminate any existing Software license agreement with Purchaser; and
o the right to pursue any other available remedy, including without limitation suing to collect any
remaining balance of the purchase Price (i,e., accelerate the payment of the Purchase Price,
causing the entire balance to immediately become due and payable in full).
. Except as expressly set forth in section 4.06 (Factory Repairs), FARO does not permit returns on
any products shipped. ln addition, FARO does not permit returns of Software delivered digitally'
including Software downloaded by Purchaser or Software activated by a product key received by
purchaser via electronic mail, flash drive, memory card, or similar type of electronic delivery
system.
https://www.faro.com/enfferms-and-Conditions
2t11
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I
Terms and Conditions
> lntroducing FAR.0 Sphere. Connect Vour work anytlme, arlywhere
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enforce the Order, including, but not limited to, all actual attorneys'and paralegal fees and
collection costs. FARO may assign any cause of action that it has against Purchaser without
Purchaser's consent.
2.0 Delivery and Transportation
. Delivery dates set forth in the Order are estimates and not guarantees and are based upon
conditions at the time such estimate is given.
. FARO shall not be liable for any loss or damage, whether direct, indirect or consequential,
resulting from delivery of Product past the estimated delivery date. lf Product is not delivered
within 90 days of the estimated deliverydate, Purchaser's sole remedyshall be to cancelthe
Order and to recover from FARO, without interest or penalty, the amount of the down payment
or deposit and any other part of the Purchase Price which has been paid by Purchaser.
Notwithstanding the foregoing, such right of cancellation shall not extend to situations where
delayed delivery is due to a Force Majeure Event (as defined in Section 9.01 (Force Majeure/
Entire Agreement / Governing Law / Miscellaneous)). Any delays resulting from a Force Majeure
Event shall extend estimated delivery dates by the length of such delay.
. lf there is a shortage of Product, excessive dema nd for P roduct, or a ny other reason for wh ich
FARO is unable to supply the full amount of Product specified in Purchaser's Order, FARO
reserves the right to allocate its available supply of Product among its customers and
distributors. The allocation of Product shall be in such a manner and in such amounts as FARO
determines in its sole discretion.
. Responsibility for all costs and risks in any way connected with the storage, transportation, and
installation of Product shall be borne entirely by Purchaser. lf any disagreement arises as to
whether or not damage to Product was in fact caused in storage, in transit, or on installation, the
opinion of FARO's technical advisors, acting reasonably, shall be conclusive.
. Unless otherwise agreed to by FARO in an Order, Product shall be delivered by FARO at FARO's
premises EXW (Ex Works) as defined in lncoterms 2010.
3.0 lnstallation, Operator Training and Maintenance
. purchaser shall be responsible for installation of Product, including, without limitation, the
preparation of its premises, the uncrating of Product, and setting up of Product for operation
https://www.faro.com/enfferms-and-Cond itions 3111
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ut>LteLtuil. Aily Llcililtil5 ilutLUiltpteLtru wrLililr Lllc rrdililrlE, rglluu 15 lullclLtru uy Llle rulLlld>el .
. Understanding that training is invoiced upon ordering the training and paid in advance, there
may be additional penalties for changing training dates in some circumstances. Purchaser may
freely cancel or reschedule a confirmed training class with more than ten (10) working days'
notice priorto the date of the scheduled training class at no additional cost. lf the Purchaser
cancels or reschedules a confirmed training class with less than ten working days'notice prior to
the date of the scheduled training class, but priorto the date of training, Purchaser may be
charged up to an additional fifty percent (500/o) of the cost of training to reschedule.
Rescheduling training on the date of training is not allowed. Any training that is not attended by
Purchaser on the confirmed date of the training must be repurchased by Purchaser to be
rescheduled.
4.0 Warranties and Exclusions; Exclusive Remedies and Disclaimers
. Subject to Section 4.05, FARO warrants that any Product (but excluding Software and services)
shall be free from material defects in workmanship or material under normal conditions of use,
service and maintenance. FARO makes no warranty that any Product will operate in an
uninterrupted or error free manner.
. Subject to Section 4.05, FARO warrants that any Software shall operate substantially according to
written user documentation provided by FARO. FARO makes no warranty that any Software will
operate in an uninterrupted or error free manner.
. The warranties set out in paragraphs 4.01 and 4.02 above (together, the'Warranties") shall
expire one (1) year after the day that the Product is shipped from FARO (the "Warranty Period"),
at the end of the month during which the Product is shipped.
. To properly make a claim under the Warranties, Purchaser must deliver written notice of the
claim to FARO during the Warranty Period, at FARO's contact information set forth on the Order,
together with a description of such claim in reasonable detail. Within a reasonable time following
receipt of such proper notice, FARO shall have Product diagnosed by its service personnel.
Nothing herein contained shall be construed as obligating FARO to make service, parts, or
repairs available for any claim reported after the expiration of the Warranty Period. lf Product is
determined by FARO, in its reasonable opinion, to be covered by and in breach of the Warranties,
FARO will, as Purchaser's sole and exclusive remedy, repair or adjust Product to the extent
determined by FARO to be necessary or, at the option of FARO, will replace Product with
replacement Product, of equal or greater performance, or parts therefor at no cost to Purchaser,
other than the cost of shipping Product to FARO pursuant to Section 4.06. lf Product is
https:/iwww.faro.com/en/Terms-and-Cond itions 4t11
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! r r re vvdl I dl lLlcs >l ldll I luL dPPly lu ul LUVeI .
o Any defects in any component of a Product il in the reasonable opinion of FARO, (i) Product
has been improperly stored, installed, operated, or maintained; (ii)the defect was caused by or
relates to misuse or extraordinary use of Product, or to use of Product outside the abilities for
which product was designed and manufactured; (iii) Purchaser has permitted unauthorized
modifications, additions, deletions, adjustments and/or repair to any Software, hard drive
structure, or content, or any other part of Product, or which might otherwise affect ProducU or
(iv) the defect was caused by, or repairs are required as a result of, causes external to FARO
workmanship or the materials used by FARO. As used herein, "unauthorized" means that
which has not been approved and authorized by FARo in writing.
o Minor preventive and corrective maintenance, including, but not limited to, replacement of
fuses, fan filter cleaning and system clock battery replacement.
o Any product or component which was sold or transferred to any party other than the original
purchaser unless transferred in accordance with Section 4.11 or FARO's prior express written
consent is obtained.
o Any defect in or related to Product which FARO cannot duplicate with reasonable effort.
o Any defect in or related to Product caused by materials, including hardware, software, or data
not supplied by FARO.
o Any defect caused or resulting from accident; physical, electrical or magnetic stress; failure of
electric power, air condition or environmental controls; or use in or with defective or non-
compatible equipment, hardware, software or data.
o Any defect or problem caused by changes in the operating characteristics of computer
systems, hardware, or software developed after Product is delivered.
o Any Product exported by Purchaser outside of the country of purchase.
o Any demonstration or used Product.
o Any services of FARO. ALL SERVICES OF FARO ARE PROVIDED TO PURCHASER "AS lS",
WITHOUT WARRANTY OF ANY KIND.
o Any Third-party Product sold or included with the Products. Such Third-Party Products are
provided with the manufacturer's warranties, if any, which FARO is permitted to pass on to
Purchaser. OTHERWISE, SUCH THIRD-PARTY PRODUCTS ARE PROVIDED TO PURCHASER
,,AS IS- WITHOUT WARRANW OF ANY KIND.
https://www.faro.com/en/Ierms-and-Cond itions 5111
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rutLndser 5 5(]te L()5L ilnu expell5e. FAKLJ Wlll returll trle repalleu or IePldLeIIlellL rruuuLL L()
Purchaser at FARO's sole cost and expense.
o tF pRoDUCT tS UNDER A SEPARATE PREMIUM SERVICE PLAN: When practical, as determined by
FARO in its sole discretion, and subject to availability, FARO will make available to Purchaser
substitute component parts or substitute Product, of equal or better performance
('Temporary Replacements"), as appropriate, while Purchaser's Product is undergoing repair'
Shipping charges for these Temporary Replacements will be the responsibility of FARO.
o lF pRODUCT lS NOT UNDER ANY WARRANTY: Purchaser shall be responsible for the cost of any
repair or replacement of any part, Software or Product, together with all shipping charges
related to such repair or replacement. All charges shall be estimated and prepaid by Purchaser
to FARO prior to commencement of repairs.
. FARO may utilize new or refurbished components of Product to perform any Warranty service.
. purchaser's sole and exclusive remedy, and FARO's sole and exclusive liability hereunder,
with respect to breach of warranty relating to any Product, consists of the obligation to
repair, adjust, or replace Product, with a similar or newer product, as provided in Section
4.O4.
. DISCLAIMER OF WARMNTIES. THE WARMNTIES SPECIFIED IN THIS SECTION 4.OO ARE THE
COMPLETE WARMNTIES BETWEEN FARO AND PURCHASER. THEY SUPERSEDE ALL
PROPOSALS, PROMOTIONS, ADVERTISEMENTS, REPRESENTATIONS, OR PRIORWARRANTIES,
VERBAL OR WRITTEN, AND ANY COMMUNICATIONS BETWEEN THE PARTIES RELATING TO
THE SUBJECT MATTER OF THESE WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES
SPECIFIED IN THIS SECTION 4.00, FARO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS
OR IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, STATUTORY OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS AND WARRANTIES OF
MERCHANTAB|LtTy, QUALITY, FTTNESS FOR A PATICULAR PURPOSE, CORRESPONDENCE
wlTH DESCRIPTION OR QUALITY, AND NON-INFRINGEMENT.
. FARO does not authorize any person (whether natural or corporate) to assume for FARO any
liability in connection with or with respect to Product. No agent or employee of FARO has any
authoriry to make any representation or promise on behalf of FARO, except as expressly set
forth herein or in the Order, or to modify the terms or limitations of the Warranties' No verbal
statements shall be binding upon FARO.
https://www.faro.com/en/Terms-and-Cond itions 6t11
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o rAKLJ LUSLOnter )ervtLe t5 tnroilIleu or dnu dpproves ol Llle Lrdll5ler
. All claims under the Warranties must originate with Purchaser, or any subsequent owner that
becomes a Certified User approved by FARO Customer Service, and Purchaser will indemnify,
defend and hold FARO harmless from any and all claims, liabilities, damages, costs and expenses
for breach of warranty asserted against FARO by any third-party.
. PURCHASER ACKNOWLEDGES THAT IT HAS PURCHASED PRODUCT BASED UPON ITS OWN
KNOWLEDGE OF THE USES TO WHICH PRODUCT WILL BE PUT. FARO SPECIFICALLY DISCLAIMS
ANY WARRANTY OR LIABILIry RELATED TO THE FITNESS OF PRODUCT FOR ANY PARTICULAR
PURPOSE OR ARISING FROM THE INABILIry OF PURCHASER TO USE PRODUCT FOR ANY
PARTICULAR PURPOSE.
. FARO is an equal opportunity employer. All candidates for employment will be considered
without regard to race, color, religion, sex, national origin, physical or mental disability, veteran
status, or any other basis protected by applicable federal, state or local law.
5.0 Limitations of Liability
. ln no case shall FARO be liable for any indirect, special, incidental, punitive or
consequential damages arising from any cause whatsoever, whether based in contract,
tort (including without limitation negligence), strict product liability or any other theory
of law (including without limitation theories of equitable relief), including, but not limited
to, injury to or death of any operator or other person, damage or loss resulting from the
product or inability to use Product, increased operating costs, loss of production, loss of
profits or revenues, loss of software or data, any cost or expense of providing substitute
product or software during periods of, or resulting from, malfunction, non-use or
maintenance or repair (except as when Temporary Replacements are provided per Section
4.0G(d)), or damage to property. The disclaimer of liability for indirect, special, incidental,
punitive, and consequential damages extends to any damages which may be suffered by
third parties, including without limitation, caused directly or indirectly resulting from the
product, or test results or data produced by Product or any component thereof, and
purchaser agrees to indemnify and save FARO harmless from any such claims made by
third parties.
. FARO's maximum aggregate liability arising out of or relating to any Product from any
cause whatsoever, whether based in contract, tort (including without limitation
negligence), strict product liability or any other theory of law shall not exceed the
https://www.faro. com/enfferms-and-Cond itions 7111
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7127122,5:44 PM Terms and Conditions
> lntroducing FARO Sphere. Connect your work anytime, anywhere.
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the disclaimers of warranties and damages set forth in these terms and conditions and
that the same form an essential basis of the bargain between the parties.
6.0 Design Changes
. product is subject to changes in design, manufacture and programming between the date of the
Order and the actual delivery date. FARO reserves the right to substitute similar products of the
same value without prior notification to the Customer.
. FARO reserves the right to implement such changes without Purchaser's consent.
Notwithstanding the foregoing, nothing contained herein shall be construed as obligating FARO
to include such changes in Product provided to Purchaser.
7.0 lntellectual ProPertY
. As between FARO and purchaser, FARO owns all ownership in all FARO lntellectual Property, and
purchaser shall not own or acquire any right, title or interest in any FARO lntellectual Property'
FARO grants Purchaser only a limited, non-exclusive, non-transferable license to use any
Software in object code form only and, unless otherwise set forth in an Order or approved in
writing by FARO, only with Product in which such Software is installed or embedded.
. purchaser acknowledges and agrees that the Products (including Software) contains trade
secrets, confidential, and proprietary information of FARO and shall maintain all Products
(including Software) as confidential and proprietary information of FARO. Purchaser shall use no
less than the same degree of care to avoid misuse or improper disclosure of the trade secrets,
confidential, and proprietary information of FARO than Purchaser uses with respect to its own
similar information, which shall be no less than a reasonable degree of care. Purchaser shall not,
in whole or in part, reproduce or duplicate (other than that which is necessary and incidental to
the ordinary use of the Software in compliance with these terms and conditions or for purpose
of making one (1) archival or back-up copy of the Software) alter, modifli, disassemble, reverse
assemble, decompile, reverse compile, reverse engineer, sell, transfer, assign, sublicense, lease,
rent or use in connection with a service bureau or to provide services to others, in any manner
the products (and Software), in whole or in part, or permit access to or use thereof by any third-
party.
. purchaser acknowledges that any unauthorized use of the Products (and Software), or any right
therein, will result in irreparable harm to FARo, and that FARO shall be entitled to damages, lost
https://www.faro.com/enfferms-a nd-Conditions 8/11
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JUI LVVdI g.
Terms and Conditions
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8.0 lndemnification
. purchaser will defend, indemnify, and hold harmless FARO against all claims, losses, liabilities,
damages, costs, and expenses either (a) on account of any damage to property or injury or death
of persons caused by or arising out of Purchaser's (and/or any of Purchaser's employee's, agent's,
affiliate's and customer's) distribution, storage, handling, use, or disposal of Product or caused by
or (b) arising out of: (i) any breach of contract by Purchaser; (ii) any acts or omissions of
purchaser (and/or any of Purchaser's employees, agents, affiliates and customers); or (iii) any
willful misconduct or any violation by Purchaser (and/or by any of Purchaser's employees,
agents, affiliates and customers) of any applicable law, rule, or regulation
9.0 Force Majeure/ Entire Agreement / Governing Law / Miscellaneous
. FARO shall not be liable for any loss, damage, detention, or delay due directly or indirectly to any
cause beyond FARO's control (a "Force Majeure Event"), including, without limitation, compliance
with any rules, regulations, orders or instructions of any federal, state, county, municipal or other
government or any department or agency thereof, acts of god, acts or omissions of Purchaser,
acts of civil or military authorities, fires, floods, embargoes, war or insurrection, labor
interruption through strike or walkout, transportation delays, or inability or difficulties in
obtaining necessary labor, manufacturing facilities, materials or transportation from its usual
sources.
. These terms and conditions and the Order into which they are incorporated by reference
constitute the entire agreement between FARO and Purchaser in respect to Product subject to
such Order. There are no representations or warranties by FARO, express or implied, except for
those contained herein, and these terms and conditions supersede and replace any proposals,
quotations, or agreements, whether oral or written, between FARO and Purchaser with respect
to such Order.
. No representative of FARO has any authority to modify, alter, delete, or add to any of the terms
or conditions hereof. Any such modifications shall be void and of no force and effect.
. For Orders in the United States, the terms and conditions hereof shall be governed by and
construed in accordancewith the laws of the State of Florida, United States of America,
regardless of the laws that might otherwise govern under applicable principles of conflicts of
laws thereof. purchaser and FARO agree that the sole and exclusive jurisdiction and venue for
https://www.faro.com/enfferms-a nd-Cond itions 9111
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Jdte ur \fuuu5, dilu Lile eALtu5tve PtdLe ur Jull>ulLLlulllul dll ul5Pute> uctvvg
Purchaser shall be the city of FARO's registered office within the country.
. For Orders outside of the United States of America and the European Union, these terms shall be
governed by local law, and the exclusive place of jurisdiction for all disputes between FARO and
purchaser shall be the city of FARO's registered office in country or, if no registered office exists,
the city of the agent of FARO within the country.
. These conditions shall not be construed more strictly against one party than another as a result
of one party having drafted said instrument'
. lf any provision of these terms and conditions or the Order is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of these terms and conditions and the
Order shall remain in full force and effect. Any provision of these terms and conditions or the
Order held invalid or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable'
FARO AND PURCHASER HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BYJURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT, OR
oTHERWISE) ARtStNG OUT OF, UNDER, OR tN CONNECTION WITH THE ORDER OR THESE TERMS
AND CONDITIONS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENT, OR
ACTION RELATED THERETO OR HERETO.
a
. Any claim, action, suit or other proceeding initiated by Purchaser in connection with any Product
must be brought within one year after delivery to Purchaser of the applicable Product to which
such claim, action, suit, or other proceeding relates.
. purchaser agrees to comply with all applicable law. Purchaser shall not export or re-export any
product in violation of applicable export control law, rules or regulations. Deliveries of these
goods, products, Software, technologies or know-how-transfer to countries outside the country
of sale or to third parties are subject to authorization by FARO or may be prohibited. S.-origin
goods, products, software, technologies or know-how-transfer which are of at least ten percent
(10%o) U.S.-origin are liable to U.S. Export Administration Regulations and export outside the
country of sale may be prohibited. All export control obligations associated with a resale shall be
borne by the exporter.
10.0 Definitions
https://www.faro.com/en/Ierms-and-Conditions 10t11
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any derivative works, improvements, modifications, repairs, maintenance, enhancements, and
updates of any Product.
. "purchaser" means the party buying Product and who is legally obligated under the Order.
. ,,Software" means all computer programs, disk drive directory organization and content,
including without limitation the devices containing such computer programs, disk drive directory
organization, and content, sold pursuant to the Order.
. "purchase Price" means the agreed-upon price of Product set forth in the Order.
. ,Third-party product" shall mean any equipment, products, Software, or services of a third-party
that FARO sells or makes available to Purchaser under an Order.
Contaet Us
SelectRegion/Language +
Copyright @ 2022 FARO All Rights Reserved Privacy Policy Cookie Policy Terms and Conditions
Legal Notice
https:i/wwwfaro.com/en/Terms-and-Conditions 1',t t11
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
FARC EXHIBIT C
Hardware Service Plans
By keeping your service plan current and active, you will gain peace of mind
knowing that repair and service costs are completely covered. Additionally,
you will have access to our 24x7 self-help Knowledge Base, our personalized
FARONow! portal and FARO@ certified customer support from experienced
agents during normal business hours.
FARO is focused on providing competitive service plans tailored to maximize
uptime and lower the total cost of ownership over your device's lifespan. Service
plan extensions at point of sale are offered in 2,3,4, and 5-yearterms. Service
plan renewals are offered in 1,2, and 3-year terms for current production models.
Service Plan Options at a Glance
Here is what is included in
each hardware service plan
offered by FARO.
Technical Support and
Self-Help Knowledge Base
Embedded Software
and Driver Updates*
Parts
Labor
O
./
./
./
./
./
,/
,/
t
./
./
,/
./
./
./
./
Be sure to discuss
the service plan
right for you with
your account
representative.
5096 DtscouNT
30% DrscouNT
1 AnnualCalibration**
ARRIVES
CALIBRATED
Shipping From
FARO to You***
Shipping From You to a
FARO Service Center***
Loaner During Repairs
and/or Calibration
* Embedded Softwore Updotes refer to the onboord firmwore of the hordware device ond do not include stondolone licensed softwore products.
** For worranties thot include colibrotions, colibrations need to be scheduled to qrrive ot FARO Service Center within the life ofthe worranty.
*** Shipping charges exclude custom brokeroge fees, duties, toxes, and VAT. Shipping charges to o FARO Service Center will be covered if the unit fails
within 90 days of o repeot service or the initial ship date.
Note: Misuse, abuse, wear and tear, environmental or natural disasters, and other unwarranted damages are not covered by any warranty plan'
WARRANTY
./
./
./
./
./
./
./
./
Shared CareComplete Care
AVAILABLE TO UPGRADE
FROM MANUFACTURER'S
STANDARD
Manufacturerts
Standard
I NCLU DE D
Ultimate
Uptime
c. 202;l FARO F/\RO is a reglsteroci traclclr.rrk of F:ARO Techno o.qlQS, lrlc. in the United States an.l otlrer courltries FARO.com 'lof2
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
FARC
Manufacturerts
Standard WarrantY
Avoiloble for all hordware products.
Automatically included with purchase of any FARO
hardware product at no additional cost. This
warranty plan includes the following coverage:
. Free technical support: email, phone, and self-
help knowledge base
. Parts, labor, and return shipping charges*
. Service completion target of 7-14 working days
from receipt of your device
. Multi-point checkup with any service
. The warranty coverage is specific to the device
purchased and begins once the unit is shipped
* Shipping chorges exclude custom brokerage fees,
duties, toxes, ond VAT.
Shared Gare
Avoilable for oll hardware products.
This plan reduces unexpected repair costs from
the use of the system. All labor costs are included
and repair parts are discounted by 30%. Annual
calibration can be added at a 500/0 discount.
Keep Your Service
Plan Current
lf your service/warranty plan is ending
soon, or already expired, it's quick and
easy to get back under an active plan. You
can set up renew plans and more through
our FARONow! customer service portal.
HARDW\RE SERVICE PLANS
Complete Care
Avoiloble for all hordware products.
This plan allows you to keep your system certified
and performing, with no unexpected repair costs.
It may be purchased to extend the benefits of the
Manufacturer's Standard Warranty during the
first year or upon expiration. lt includes these
benefits when purchased at the point of sale or
before the device's current service plan/warranty
expiration date.
. lncludes everything in the Manufacturer's
Standard WarrantY
. One annual cleaning, calibration, and
re-certification with every year of
warranty purchased
Ultimate Uptime
Avoilable for oll hordwore products.
This plan allows you to minimize downtime
by providing a loaner during all repairs and
calibration. This plan may be purchased at any
time to upgrade any active service plan/warranty,
including Manufacturer's Standard, or to extend
any existing warranty upon expiration.
. lncludes everything in the Complete Care Plan
. Shipping charges to and from the factory**
. Loaner device shipped the next business day for
all services, including repair, annual cleaning,
calibration, and re-certification
**EMEA customers locoted outside the EU moy incur on
additional yeorly fee.
FARONow! personalizes your experience
and allows you to:
. Choose the asset(s) you want to renew
. Track your unit during certification
. Access it anywhere, anytime, with any device
. Have more immediate information and support
tc. 2022 FARO FARO rs a rcgtsterecl traclenr.rrk of FARO Technologies, lrrc. in tlre United States and other countrles.FARO.com 2of2
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
Exhibit D
-Insurance-
R
Insurance
The Vendor shall procure and maintain for the duration of the Agreement, insurance against _ .
ctaimsfor injuried to pe.sons or damage to property which may arise from or in connection with
i6e perrormince of the work hereunddr by the Venilor, their agents, representatives, employees
or subcontractors.
Minimum Scope of Insurance
vendor shall obtain insurance of the types described below:
1. Commercial General Liability insurance shall be written on ISO occurrence form
cilityarisingfrompremises,operations,independent
Vendors, products-completed operations, personal .iniq.y and advertising .injury'
anO iiiOitiiy assurned under an insured contract. The City.shall.be named as an
additional insured under the Vendor's Commercial General Liability insurance
potl.V with respect to the work performed for the City using ISO additional
insur'ed endordement CG 20 10'11 85 or a substitute endorsement providing
equivalent coverage.
Minimum Amounts of Insurance
Vendor shall maintain the following insurance limits:
1. Commercial General Liability insurance shall be written with limits no less than
,$2,0oo,000g.en-eralaggregateanda$2,000,000
prod ucts-com pleted operations a g g regate I i m it'
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Commercial General Liability insurance:
1. The Vendor's insurance coveragb shall be primary insurance as respects the
City. Any Insurance, self-insur-ance, or insurance pool c.overage maintained by
tiid CitV sfrjf L be excbss of the Vendor's insurance and shall not contribute with
it.
2. The Vendor'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. al.l P.91ic.199 (except
professional Liability) as respects work performed by or on behalf of the Vendor
.hO iiopy oiitre ehdorsement naming'the.City.as additional insured shall be
attiched'tb ttre Certificate of Insurance. The City reserves. the right to receive
;-;;'tifi;dlopv@policies.TheVendor,sCommercial
Exhibit - Insurance ExhibitD
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
General Liability insurance shall also contain a clause stating
apply separately to each insured against whom claim is mad
exbept with respects to the limits of the insurer's liability.
Acceptabi lity of Insu rers
that coverage shall
e or suit is brought,
D.
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII
E. Verification of Coverage
Vendor 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 insurancl requirements of the Vendor before commencement of the work.
F. Subcontractors
Vendor shall include all subcontractors as insureds under its policies or shall furnish separate
certificates and endorsements for each subcontractor. All coverages for subcontractor shall be
subject to all of the same insurance requirements as stated herein for the Vendor.
Exhibit - Insurance ExhibitD
DocuSign Envelope ID: 4450DD1A-76C5-406F-800F-4449B59C9F6D
CERTIFICATE OF LIABILITY INSURANCE DATE (MM'DD/YYYY}
08n9D022
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 |SSU|NG TNSURER(S), AUTHORTZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: lf the certificate
If SUBROGATION IS WAIVED,
this certificate does not confer
holder is an ADDITIONAL INSURED, the policy(ies) must have AODITIONAL INSURED provisions or be endorsed.
subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
to the certificate holder in lieu of such endorsement(s).
PRODUCER
Marsh USA, Inc.
3031 N. Rocky Point Drive West, Suite 700
Tampa, FL 33607
cN 1 02400099--GAWtJP -21 -22
PHONElAr(: Nd Frtl.AX
VC. Nol:
INSURER(S) AFFORDING COVERAGE NAIC #
INSURERA : Continental Insurance Company 35289
INSURED
FARO Technologies, lnc,
250 Technology Park
Lake Mary, FL 32746
lNsuRER B: Continental Casualty Company 20443
rNsuRER c : National Fire lnsurance Co Of Hartford 20478
INSURER D : Columbia Casualty Companv 31127
INSURER E
INSURER F
CERTIFICATE NUMBER:ATL-005465555-01 REVISION NUMBER: 3
CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH 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 IS TO
INSR
LTR TYPE OF INSURANCE POLICY NUMBER
POLICY EFFTMM'NDffiI POLICY EXPtMMrnn/wl LIMITS
EACH OCCURRENCE 1,000,000$
Lp 1,000,000$
l\rED EXP (Anv one person)15,000$
PERSONAL & ADV INJURY 1,000,000$
GENERAL AGGREGATE 2,000,000$
PRODUCTS - COMP/OP AGG $2,000,000
A COMMERCIAL GENERAL LIABILITY
GEN'L AGGREGATE LIMIT APPLIES PER:
X
X
X
LOC
f _l pno-
I I JECTPOLICY
CLAIMS-MADE OCCUR
6072511627 09t01t2021 09Mt2022
$
1,000,000$
BODILY INJURY (Per person)$
BODILY INJURY (Per accident)$
$
C AUTOMOBILE LIABILITY
ANY AUTO
O\ /t'lED
AUTOS ONLY
HIRED
AUTOS ONLY AUTOS ONLY
SCHEDULED
AUTOS
NON-OVIAED
X
607251 1 580 (FL)
Hired comp/coll ded: $100/$1000
09t01t2021 09t01t2022
$
EACH OCCURRENCE $
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS-IVADE AGGREGATE $
rJFD RFTFNTION S $
X PER I
STATI ITF
OTH-
FR
E.L, EACH ACCIDENT 1,000,000
E.L, DISEASE - EA EMPLOYEE 1,000,000$
B
c
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
lf yes, describe und6r
DESCRIPTION OF OPERATIONS below
N
Y/N
N'A
6072511594 (AOS)
6072511594 (CA)
wtvlltull
09Mn021
09|u1t2u22
09t01t2022
E.L, DISEASE - POLICY LIMIT 1,000,000$
D E&O/Cyber
See Additional Page Tech/E&O
6520471 59 09t01t2021 09t01t2022 Limit
SIR
5,000,000
250,000
DESCRIPTIONOFOPERATIONS/LOCATIONS/VEHICLES (ACORDl0l,AdditionalRemarksschedule,maybeattachedifmorespaceisEquircd)
FICATE HOLDER CANCELLATION
@ 1988-2016 ACORD CORPORATION. Ail rights reserved.
The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Kent
220 4th Ave S
Kent, WA 98302
TrZa'z4Z ?t.54 ?"ce.
AUTHORIZED REPRESENTATIVE
ACORD 2s (2016/03)
AGENCY CUSTOMER lD: CN102400099
LOC#: Tampa
A
ADDITIONAL REMARKS SGHEDULE Page 2 of 2
@ 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
Marsh USA, lnc,
AGENCY
POLICY NUMBER
NAMED INSURED
FARO Technologies, lnc,
250 Technology Park
Lake Mary, FL 32746
CARRIER NAIC CODE
EFFECTIVE DATE:
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
Certifi cate of Liabilitv lnsuranceFORM NUMBEN: 25 FORM TITLE:
Tech/E&O Continued:
Scheduled Limits of Liability
$5,000,000 Technology and Professional Liability
$5,000,000 Media Liability
$5,000,000 Network Security Liability
$5,000,000 Privacy lnjury Liability
$5,000,000 Privacy Regulation Proceeding
$5,000,000 Privacy Regulation Fines
Retention $250,000
Claims Made Form - Retro Date 10/15/201 6 Except Privacy Regulation Fines N/A
ACORD 101 (2008/01)
CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
1. ADDITIONAL INSUREDS
a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs
A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part
under a written contract or written agreement, provided such contract or agreement:
(1) is currently in effect or becomes effective during the term of this Coverage Part; 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 such additional insured seeks coverage.
b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer
will not provide such additional insured with:
(1) a higher limit of insurance than required by such contract or agreement; or
(2) coverage broader than required by such contract or agreement, and in no event broader than that described
by the applicable paragraph A. through K. below.
Any coverage granted by this endorsement shall apply only to the extent permissible by law.
A. Controlling Interest
Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or
organization's liability for bodily injury, property damage or personal and advertising injury arising out of:
1. such person or organization's financial control of a Named Insured; or
2. premises such person or organization owns, maintains or controls while a Named Insured leases or
occupies such premises;
provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or
demolition operations performed by, on behalf of, or for such additional insured.
B. Co-owner of Insured Premises
A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect
to such co -owner's 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 a Named Insured, 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 the Named Insured,
D. Lessor of Equipment
Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for
bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named
Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such
bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place
prior to the termination of such lease.
0NA74872XX (1-15)
Page 2 of 14
The Continental
Insured Name: FARO
Insurance Co.
TECHNOLOGIES, INC.
Policy No: 6072511627
Endorsement No: 1
Effective Date: 09 / 01 / 2 0 21
Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Ofilc% Inc., with Its permission.
CNA CNA PARAMOUNT
Technology General Liability Extension Endorsement
E. Lessor of Land
Any person or organization from whom a Named Insured leases 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 such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense
giving rise to such personal and advertising injury takes place prior to the termination of such lease. The
coverage granted by this paragraph 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 the Named Insured, 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 the Named Insured, 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 coverage granted by this
paragraph 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 Named
Insured's ownership, maintenance, or use of a premises by a Named Insured.
The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition
operations performed by, on behalf of, or for such additional insured.
H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits
A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but
only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily
injury, property damage or personal and advertising injury arising out of:
1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which
this 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 a Named Insured or on a Named Insured's behalf.
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 governmental 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 or agreement, the Insurer will treat as a written contract any governmental permit that requires the
Named Insured to add the governmental entity as an additional insured.
CNA74872XX (1-15) Policy No: 6072511627
Page 3 of 14 Endorsement No: 1
The Continental. Insurance Co. Effective Date: 09/01/2021
Insured Name: FARO TECHNOLOGIES, INC.
Copyright CNA All Rights Reserved. Includes copyrighted material of insurance Services Office, Inc., with Its permission,
CNA ONA PARAMOUNT
Technology General Liability Extension Endorsement
1. Trade Show Event Lessor
1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or
displayer, any person or organization whom the Named Insured is 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. the Named Insured's acts or omissions; or
b. the acts or omissions of those acting on the Named Insured's behalf,
in the performance of the Named Insured's ongoing operations at the trade show event premises during the
trade show event.
2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within
the products -completed operations hazard.
J. Vendor
Any person or organization but only with respect to such person or organization's liability for bodily injury or
property damage arising out of your products which are distributed or sold in the regular course of such person
or organization's business, provided that:
1. The coverage granted by this paragraph does not apply to:
a. bodily injury or property damage for which such person or organization is obligated to pay damages by
reason of the assumption of liability in a contract or agreement unless such liability exists in the absence
of the contract or agreement;
b. any express warranty unauthorized by the Named Insured;
c. any physical or chemical change in any product made intentionally by such person or organization;
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 any inspections, adjustments, tests or servicing that such person or organization 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 such
person or organization's premises in connection with the sale of a product;
g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used
as a container, part or ingredient of any other thing or substance by or for such person or organization; or
h, bodily injury or property damage arising out of the sole negligence of such person or organization 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. above; or
(2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the
Named Insured 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 Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has
acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing
such products.
CNA74872XX (1-15) Policy No: 6072511627
Page 4 of 14 Endorsement No: 1
The Continental. Insurance Co. Effective Date: 09/01/2021
Insured Name: FARO TECHNOLOGIES, INC.
copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permisslon.
CNA CIA PARAMOUNT
Technology General Liability Extension Endorsement
3. This Paragraph J. also does not apply:
a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part;
b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor
c. if bodily injury or property damage included within the products -completed operations hazard is
excluded by endorsement to this Coverage Part.
K. Other Person Or Organization / Your Work
Any person or organization who is not an additional insured under Paragraphs A. through J. 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 the Named Insured's acts or omissions.
The coverage granted by this paragraph does not apply to any person or organization:
1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor
2. for bodily injury or property damage included within the products -completed operations hazard except to
the extent all of the following apply:
a. this Coverage Part provides such coverage;
b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS
Provision requires the Named Insured to provide the additional insured such coverage; and
c. the bodily injury or property damage results from your work that is the subject of the written contract
or agreement, and such work has not been excluded by endorsement to this Coverage Part.
2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE
M
g A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended
to add the following paragraph:
If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-
contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will
N not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own
insurance means insurance on which the additional insured is a named insured.
B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this
endorsement, the following sentence is added to the paragraph above:
N
N Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to
W
N such person or organization is excess of any other insurance available to such person or organization.
S
3. BODILY INJURY — EXPANDED DEFINITION
Under 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 sustained by that person at any time which results as a consequence of the physical
injury, sickness or disease.
4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE
Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is
amended to add the following provisions:
A. BROAD KNOWLEDGE OF OCCURRENCE
CNA74872XX (1-15) Pollcy No: 6072511627
Page 5 of 14 Endorsement No: 1
The Continental Insurance Co. Effective Date: 09/01/2021
Insured Name: FARO TECHNOLOGIES, INC.
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office, Inc., with Its parmIsslon.