HomeMy WebLinkAboutCAG2023-007 - Original - UtiliSync, LLC - UtiliSync811 Ticket Management System - 12/23/2022LS/SP
MC
Daniel Blincoe IT
12/23/2022 12/23/2022
N/A
T00041.64260.1800 N/A
UtiliSync, LLC Contract
2497363 Original
UtiliSync811 Ticket Management System
New Agreement for Software as a Service for a ticket management system
subscription that will replace Locates and integrate with Cityworks.
Direct Negotiation
1-year following Authorization
<<signature on attached Professional Services Agreement p. 11/25>>
______________________________
Tara Duckworth (on behalf of Mike Carrington, IT Director)
Date: <<date on attached Professional Services Agreement p. 11/25>>
$6,055.50
License
CAG2023-007
•
KENT AGREEMENT FOR SOFTWARE AS A SERVICE
W sII .o
Between City of Kent and UTILSYNC 811
This Software as a Service (SAAS) Agreement (Agreement) is between the CITY OF KENT (City or
Customer), a Washington Municipal Corporation located at 220 Fourth Avenue South, Kent, WA
98032 and UTILISYNC, LLC (Vendor), a LIMITED LIABILITY CORPORATION, with its principal
place of business at 9980 SOUTH 300 WEST, SUITE 200, SANDY, UT 84070, effective on the
last date signed below. This Agreement is to provide access to Vendor's products and services as
identified in Vendor's proposal, a copy of which is attached and incorporated as Exhibit A.
1. Grant of License to Access and Use Service. For the term of this Agreement including
any renewals, Vendor hereby grants to City, including to all its Authorized Users, a non-exclusive,
non-sublicensable, non -assignable, royalty -free, and worldwide license to access and use the
products and services Vendor makes available to the City through this Agreement, which may
include products and services accessible for use by the City on a subscription basis, Vendor
professional services, content from any professional services, or other required equipment
components or other required hardware as specified in Exhibit A (the "Service") for City's non-
commercial government operations. City shall refrain from taking any steps such as reverse
assembly or reverse compilation, to derive a source code equivalent to the Service as further
described in Section 9.3.
2. Term. The initial term of this Agreement shall be 1 year (Initial Term), commencing on the
effective date of this Agreement and terminating 1 calendar year from the effective date, with the
option for the City to renew annually thereafter. This Agreement shall automatically renew unless
City gives written notice of cancellation at least 30 days prior to the expiration of the Initial Term or
any Renewal Term.
Any reference in this Agreement to "days" shall mean "calendar days" unless a different
meaning is expressly stated.
3. Subscription Fees/Taxes.
3.1 Subscription Fee. Subscription fees and payment terms for the Service are set forth in
the attached and incorporated Exhibit A.
3.2 Undisputed Fees. Undisputed invoices shall be due and payable within 30 days of
invoice receipt. City shall notify Vendor in writing of any disputed amount within 15 business days of
appropriate receipt of the applicable invoice. Portions of invoices that are subject to a good faith
billing dispute shall not be considered delinquent for purposes of this Agreement. Disputed billings
are subject to Section 16, Dispute Resolution.
3.3. Taxes. All contract amounts shall be inclusive of sales or other applicable taxes, and
invoices shall include all tax obligations stated separately from the contract amounts. City shall pay
all applicable sales, use, value added or similar taxes to Vendor and Vendor shall remit all such taxes,
if imposed by local and/or state authorities on all software, and other taxable goods and services
procured by the City under this Agreement.
3.4 Card Payment Program. The Vendor may elect to participate in automated credit card
payments provided for by the City and its financial institution. This Program is provided as an
alternative to payment by check and is available for the convenience of the Vendor. If the Vendor
voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed
by financial institutions or credit card companies. The Vendor shall not charge those fees back to the
City.
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and UtiliSync, LLC
Page 1
4. System Availability and Support Services. The Service shall be available to City along
with support services as described in the attached and incorporated Exhibit B.
S. Representation.
5.1 Mutual Representations and Warranties. Each Party represents and warrants to the other
Party that (a) such Party has the required power and authority to enter into this Agreement and to
perform its obligations hereunder, and shall have obtained and maintain all licenses, permits and
certifications required for such Party in connection with the performance of such Service; (b) the
execution of this Agreement and performance of 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.
5.2 Vendor Representations. Vendor represents that the Service will be performed in a
professional and manner, consistent with applicable industry standards and the corresponding
specifications set forth in the applicable Statement of Work and Service Level commitments.
a. 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. Vendor also represents that the Service, in whole and in part, shall operate in accordance
with the applicable approved configuration documentation, and this Agreement.
b. Services. Vendor represents that (a) it shall perform the Service required
pursuant to this Agreement in a professional manner, with high quality, (b) it shall give due priority
to the performance of the Service, and (c) time shall be of the essence in connection with
performance of the Service.
C. Title Warranty and Warranty against Infringement. Vendor hereby represents
that Vendor is the owner of the Service licensed hereunder or otherwise has the right to grant to
the City, the licensed rights to Vendor's Service through this Agreement without violating any rights
of any third party worldwide. Vendor represents and warrants that (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 Service infringes or misappropriates any patents,
copyrights, trade secrets or other intellectual property rights of any third party, and (ii) Vendor's
Service does not knowingly infringe upon or misappropriate any patents, copyrights, trade secrets
or any other intellectual property rights of any third party.
d. Maintenance Services Warranty. Vendor represents that, in performing the
Service under the Agreement, Vendor shall substantially and materially comply with the
descriptions and representations as to the services, including performing capabilities, accuracy,
completeness, characteristics, Statement of Work, configurations, standards, function and
requirements, which appear in this Agreement. Errors or omissions committed by Vendor in the
course of providing the Service shall be remedied as set forth herein.
e. Warranty of Compliance with Applicable Law. Vendor represents the Service
shall comply with all applicable federal, state and local laws, regulations, codes and ordinances to
which it is subject. Vendor warrants that, throughout the Term of this Agreement, including any
renewals, the Service shall comply with changes to and new applicable federal, state, and local
laws, regulations, codes, and ordinances to which it is subject. Vendor represents that it shall
comply with all applicable local, state, and federal licensing, accreditation, and registration
requirements and standards necessary in the performance of the Service.
Warranty of Service. General Responsibilities. Vendor represents the Service
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and UtiliSync, LLC
Page 2
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 Service and to repair and maintain
the Service in accordance with the specifications, subject to the Service Level Agreement. Vendor's
Warranty Service responsibilities shall include, but not be limited to the following:
Vendor shall promptly and diligently perform and reperform the Service
which is not in compliance with documentation/specifications,
representations and warranties at no additional cost to the City;
Maintain the Service in accordance with the Specifications terms of this
Agreement and meet all availability and system performance service
levels as specified in the Statement of Work and/or Service Level
Agreement (SLA). In the event the Service requires failover activities,
then Vendor shall be responsible for continuance of the Service and the
City shall not be subject to additional costs unless otherwise specified in
this Agreement.
iii Promptly coordinate with the City all tasks related to correcting
problems and deficiencies connected with the Service.
iv Not disable any City software.
v If Vendor and/or City reasonably determines that Vendor is unable to
remedy such deficiencies, Vendor or City may terminate the Agreement
and Vendor shall refund to City the Fees previously paid by City to Vendor
for the unused term of this Agreement and Fees for the time for which
said deficiency(ies) existed.
6. City Data/Vendor Obligations.
6.1. Ownership. City owns all of the information and materials that it submits, uploads or
transfers, or causes to be submitted, uploaded, or transferred to the Service (City's Data).
6.2. Data Protection. Vendor shall maintain and handle all of City's Data with commercially
reasonable physical, electronic, and procedural safeguards to protect and preserve the confidentiality
and security of City's Data (including personal information) in accordance with applicable data
protection legislative requirements and as further described in Vendor's policies which should reflect
the highest industry standards for privacy and security, which applicable policies are incorporated
herein by reference.
6.3. Data Restrictions. Vendor shall restrict access to City Data to Vendor employees,
affiliates' employees, or others who need to know that information to provide services to City. City
Data shall be stored and hosted within the United States of America. Vendor will use City Data for
the purposes described in this Agreement. Vendor will not sell, license, transmit or disclose this
information outside of Vendor's business unless: (1) City expressly authorizes Vendor to do so; (2)
it is necessary to allow Vendor's Licensors to perform services under this Agreement); (3) in order
to provide Vendor's products or services to City; (4) otherwise as Vendor is required by law after
written notice to City of such requirement. Notwithstanding the foregoing, Vendor is responsible for
any disclosures of City Data by Vendor's Licensors made contrary to the terms of this Agreement.
6.4 Data Backup. Vendor shall protect City's data by having a backup system that includes
running the Vendor's Service on geographically dispersed data centers with extensive backup, data
archive, and failover capabilities. Disaster recovery plan shall include: (1) Data backup procedures
that create multiple backup copies of City's data, in near real time, at the disk level; and (2) A multi -
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and UtiliSync, LLC
Page 3
level backup strategy that includes disk -to -disk -to -tape data backup in which tape backups serve as
a secondary level of backup, not as the primary disaster -recovery data source; or other data backup
system providing at least the same or higher protection of City's Data in the event of a potential data
loss.
7. Intellectual Property Ownership. Vendor (and its Licensors, where applicable) shall own
all right, title and interest, including all related intellectual property rights, in and to the Service, the
content, the software, and in its technology. This Agreement, does not convey to City any rights of
ownership in or to the Vendor's Service, technology, software, or its intellectual property rights
owned by Vendor and its Licensors, where applicable. This Agreement does not contemplate custom
development on behalf of the City of Kent of software or technology.
S. Non -Disclosure of Confidential Information. The Parties' obligations regarding non-
disclosure of Confidential Information is contained in the attached and incorporated Exhibit C. All
Confidential Information is and shall remain the property of its owner to the extent consistent with
applicable law. The disclosure of Confidential Information to the other party does not grant to it any
express or implied right to or under any patents, copyrights, trademarks, or trade secret information
except as otherwise provided herein. Disclosure of any information shall be allowed if due to law or
court order.
9. City Obligations.
9.1 Hardware Obligations. City shall be responsible for (a) obtaining and maintaining all
computer hardware, software, and communications equipment needed to internally access the
Service, and (b) paying all third -party access charges incurred while using the Service.
9.2 Anti -Virus Obligations. City will use commercially reasonable efforts to safeguard
against computer infection, viruses, worms, Trojan horses, and other code that manifest
contaminating or destructive properties (collectively "Viruses") that may reasonably affect Vendor's
Service.
9.3 Restricted Uses. 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 Service,
b. modify, disassemble, decompile or reverse engineer the Service or pre-release
hardware devises or software disclosed,
C. probe, scan, test the vulnerability of, or circumvent any security
mechanisms used by, the sites, servers, or networks connected to the Service,
the Service,
d. copy, reproduce, resell or commercially exploit the Service,
e. without authority, access or use any other clients' or their users' data through
maliciously reduce or impair the accessibility of the Service,
g. reverse engineering, decompiling or disassembling any software code and/or
pre-release hardware devices disclosed.
10. Indemnification Obligations.
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and UtiliSync, LLC
Page 4
10.1 City Indemnification Obligations. Subject to Section 10.3 below, City shall defend,
indemnify, and hold Vendor and its parent organizations, subsidiaries, Affiliates, officers, directors
and employees harmless from and against any and all claims, costs, damages, losses, liabilities and
expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a
third party claim alleging that the use of City Data infringes the rights of, or has caused harm to, a
third party; (ii) a third party claim alleging a breach of any of City's representations and warranties;
or (iii) a third party claim alleging City's use of Confidential Information or intellectual property rights
of Vendor or its Licensors is in violation of this Agreement; (iv) third party claim of injury or death
to person or damage to property arising from City's negligence.
10.2 Vendor Indemnification Obligations. Subject to Section 10.3 below, Vendor shall
defend, indemnify, and hold City and its elected officials, officers, employees, and attorneys
harmless from and against any and all claims, costs, damages, losses, liabilities and expenses
(including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a third party
claim alleging that the Vendor Service, content, software, or technology infringes or misappropriates
the rights of, or has caused harm to, a third party; (ii) a third -party claim alleging a breach of any
Vendor representations and warranties in this Agreement; (iii) a third -party claim alleging Vendor's
use of City Data is in violation of this Agreement; (iv) a third -party claim alleging a breach of Vendor's
confidentiality or data security obligations, that infringes the rights of, or has caused harm to, a third
party; or (v) a third -party claim of injury or death to person or damage to property arising from
Vendor's negligence.
10.3 As an express condition of the foregoing indemnification obligations, the parties hereby
agree that:
a. the indemnified party shall promptly notify the indemnifying party in writing for
any claim for which indemnification is sought;
b. the indemnified party shall cooperate with all reasonable requests of the
indemnifying party (at the indemnifying party's expense) in defending or settling such claim.
the indemnifying party shall be allowed to control the defense and settlement
of such claim;
d. the indemnifying party may not settle any claim that includes an admission of
liability, fault, negligence or wrongdoing on the part of the indemnified party unless the indemnified
party provides prior written consent,
e. the indemnified party shall have the right, at its option and expense, to
participate in the defense of any action, suit or proceeding relating to such a claim through counsel
of its own choosing;
f. each indemnified party will undertake commercially reasonable efforts to
mitigate any loss or liability resulting from an indemnification claim related to or arising out of this
Agreement.
11. Limitation of Liability
11.1. EXCEPT FOR CLAIMS ARISING FROM EITHER PARTY'S INDEMNIFICATION
OBLIGATIONS, CONFIDENTIALITY AND SECURITY OBLIGATIONS, REPRESENTATIONS AND
WARRANTIES, AND INTELLECTUAL PROPERTY INFRINGEMENT OBLIGATIONS, IN NO EVENT SHALL
EITHER PARTY'S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS
AGREEMENT EXCEED THE PARTY'S STATED INSURANCE LIABILITY CAP.
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and UtiliSync, LLC
Page 5
11.2. NEITHER PARTY WILL BE LIABLE FOR BREACH -OF -CONTRACT DAMAGES SUFFERED
BY THE OTHER PARTY THAT ARE REMOTE OR SPECULATIVE, OR THAT COULD NOT HAVE
REASONABLY BEEN FORESEEN ON ENTRY INTO THIS AGREEMENT.
11.3. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR
TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
12. Insurance. Vendor shall maintain insurance that is sufficient to protect its business
against all applicable risks, at a minimum as set forth in the attached and incorporated Exhibit
D, "Insurance Requirements." Vendor shall promptly provide City with certificates of insurance
to evidence Vendor's continued compliance with Exhibit D.
13. Termination of Agreement.
13.1 Termination for Convenience. Either party may terminate this Agreement without
cause. In the event of such desire, the City may terminate upon giving the Vendor 30 days advance
written notice of termination, and the Vendor upon giving the City 30 days advance written notice
of termination.
13.2 Termination by City for Cause. In addition to any other rights granted to City in this
Agreement or under law, City has the right to terminate this Agreement upon written notice due to:
a. a material breach of a term, representation, or warranty under this Agreement
(including a material breach under an Attachment, Addendum and/or Exhibit to this Agreement) by
Vendor of any of its subcontractors or licensors of services if such material breach is not remedied
within 30 days following receipt of written notice from City; or
b. a third party's claim that Vendor's Service, content, data infrastructure,
professional services, technology, software, or any other services and products provided by Vendor
or its subcontractors or Licensors or other third parties and the intellectual property rights associated
therewith, infringes upon such third party's intellectual property rights.
City Council fails to appropriate funds for contract payments.
d. Vendor files for protection under bankruptcy laws, makes an assignment for
the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property,
files a petition under any bankruptcy or insolvency act or has any such petition filed against it which
is not discharged within 60 days of the filing thereof..
13.3 Termination By Vendor for Cause. In addition to any other rights granted to Vendor in
this Agreement or under law, Vendor reserves the right, upon written notice to City, to terminate
this Agreement due to:
a. any undisputed amounts City owes that are delinquent greater than 30 days;
or
b. a material breach of the terms of this Agreement, other than a payment
obligation, by City or its users if such breach is not remedied within 30 days following receipt of
written notice of such breach from Vendor to City; or
C. a third party's claim that City's Data, and/or intellectual property infringes upon
such third party's rights.
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and UtiliSync, LLC
Page 6
13.4 No Suspension of Service. Provided City continues to timely make all undisputed
payments, Vendor warrants that during the term of this Agreement, Vendor will not withhold Service
provided herein, for any reason, including but not limited to a dispute between the parties arising
under this Agreement, except as may be specifically authorized herein.
13.5 Effect of Termination.
a. If City terminates for cause or Vendor terminates without cause, City will only
be obligated to pay the amounts then due for services provided meeting Vendor's contractual
commitments as calculated up to the date of termination and, if applicable, City will be reimbursed
a prorated amount of unused, prepaid fees.
b. If Vendor terminates for cause that City does not dispute or if City terminates
without cause and a balance is still due on City's account, then City agrees that Vendor may bill City
for such unpaid fees due up to the date of termination.
C. In the event this Agreement terminates for any reason, Vendor shall provide
the City a file of City's Data in a format acceptable (and at no cost) to City within 30 days of the
effective date of termination. City shall have 60 days following termination to notify Vendor if
litigation, laws, regulations, or other lawful process requires Vendor retain City's data on its Service
beyond the termination of this Agreement. City will thereafter promptly notify Vendor when such
litigation, laws, regulations, or other lawful process no longer requires Vendor maintain the City's
data on its Service. Vendor may dispose of City's data at Vendor's expense as permitted by law 61
days after termination, if City provides no notice otherwise; or after City notifies Vendor there are
no laws, regulations, litigation, etc. requiring further retention. Retained data is subject to the
confidentiality provisions of the Agreement.
14. Remedies. Termination of this Agreement shall not affect any right of action of either party
prior to the termination being affected. All remedies shall be cumulative and may be exercised
concurrently, or separately, which shall not be deemed to constitute an election of any one remedy
to the exclusion of any other. In addition to any other remedy provided for herein, or at law or equity,
City shall have the right to recover from Vendor all damages reasonably caused by default of any
representation or warranty. This paragraph shall not limit City's right to pursue any other remedy
available to it in law, at equity or pursuant to this Agreement.
15. Non -Discrimination. In the hiring of employees for the performance of work under this
Agreement or any subcontract, the Vendor, its subcontractors, or any person acting on behalf of the
Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation,
national origin, or the presence of any sensory, mental, or physical disability, discriminate against
any person who is qualified and available to perform the work to which the employment relates. The
Consultant shall execute the City of Kent Equal Employment Opportunity Policy Declaration, Comply
with City Administrative Policy 1.2, and upon completion of the contract work, file the Compliance
Statement, all attached and incorporated as Exhibit E.
16. General Provisions
16.1 Governing Law and Venue. The Agreement will be governed by the laws of Washington
and its choice of law rules. Vendor irrevocably consents to the exclusive personal jurisdiction and
venue of the federal and state courts located in King County, Washington, with respect to any dispute
arising out of or in connection with the Agreement and agrees not to commence or prosecute any
action or proceeding arising out of or in connection with the Agreement other than in the
aforementioned courts.
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and UtiliSync, LLC
Page 7
16.2. Dispute Resolution. The City and Vendor desire, if possible, to resolve disputes,
controversies and claims (Disputes) arising out of this Agreement without litigation. To that end,
upon written notification of dispute by a party to the other, each party shall appoint a knowledgeable,
responsible management representative to meet and negotiate in good faith to resolve any Dispute
arising under this Agreement. If the parties are unable to settle any Dispute, the exclusive means of
resolving that Dispute shall only be by filing suit as provided for under Section 16.1, unless the
parties agree in writing to an alternative dispute resolution process.
16.3 Severability. If any provision of the Agreement is held to be invalid or unenforceable
for any reason, the remaining provision will continue in full force without being impaired or
invalidated in any way. The City and Vendor agree to replace any invalid provision with a valid
provision that most closely approximates the intent and economic effect of the invalid provision.
16.4. Nonwaiver. Any failure by either party to enforce strict performance of any provision
of the Agreement will not constitute a waiver of the its right to subsequently enforce such provision
or any other provision of the Agreement.
16.5 No Assignment. Either party may assign this Agreement and all of its rights and
obligations hereunder as part of a corporate reorganization, consolidation, merger, or sale of
substantially all of its assets so long as said assignee accepts all of the respective Agreements rights
and obligations of its predecessor as provided in this Agreement without limitation. Except as
expressly stated in this Agreement, neither party may otherwise assign its rights or obligations under
this Agreement either in whole or in part without the prior written consent of the other party, and
any attempted assignment or delegation without such consent will be void.
16.6 Notices. All communications regarding this Agreement shall be sent to the parties at
the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any
written notice hereunder shall become effective three (3) business days after the date of mailing by
registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the
address stated in this Agreement or such other address as may be hereafter specified in writing.
Either party may change its address by giving written notice of such change to the other party.
16.7 Legal Fees. In any claim or lawsuit for damages arising from the parties' performance
of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending
or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award
provided by law; provided, however, nothing in this paragraph shall be construed to limit either
party's right to indemnification under Section 10 of this Agreement.
16.8. Force Majeure. Neither party shall be liable to the other for breach due to delay or
failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic,
fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that
is prevented or delayed due to a force majeure event shall not result in liability to the delayed party.
Both parties represent to the other that at the time of signing this Agreement, they are able to
perform as required and their performance will not be prevented, hindered, or delayed by the current
COVID-19 pandemic, any existing state or national declarations of emergency, or any current social
distancing restrictions or personal protective equipment requirements that may be required under
federal, state, or local law in response to the current pandemic.
If any future performance is prevented or delayed by a force majeure event, the party
whose performance is prevented or delayed shall promptly notify the other party of the existence
and nature of the force majeure event causing the prevention or delay in performance. Any excuse
from liability shall be effective only to the extent and duration of the force majeure event causing
the prevention or delay in performance and, provided, that the party prevented or delayed has not
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and UtiliSync, LLC
Page 8
caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of
such event and to perform the obligation.
Notwithstanding other provisions of this section, the Vendor shall not be entitled to,
and the City shall not be liable for, the payment of any part of the contract price during a force
majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due
to a force majeure event. Performance that is more costly due to a force majeure event is not
included within the scope of this Force Majeure provision.
If a force majeure event occurs, the City may direct the Vendor to restart any work or
performance that may have ceased, to change the work, or to take other action to secure the work
or the project site during the force majeure event. The cost to restart, change, or secure the work
or project site arising from a direction by the City under this clause will be dealt with as a change
order, except to the extent that the loss or damage has been caused or exacerbated by the failure
of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by
this section, all other costs will be borne by the Vendor.
16.9 Independent Contractor. City and Vendor intend that an independent Contractor
relationship be created with this Agreement. Vendor shall not be considered an agent or employee
of City for any purpose and the employees of Vendor are not entitled to any of the benefits that City
provides for its employees. Nor shall this Agreement be evidence of a joint venture between Vendor
and City.
16.10 Problem Notification. Each party will promptly notify the other in writing of any events
or circumstances that will affect the performance of its obligations under this Agreement including
the delivery of any deliverable or delay in completion of any of its obligations. Vendor shall notify
City in writing of all material defects in the Service, whether discovered by other parties or by Vendor
within five (5) business days of their discovery and fix or replace the effected software within a
commercially reasonable time. A defect is considered material if it has the potential to delay or inhibit
the primary functionality of the Service or if said defect has the potential to corrupt City data.
16.11 Entire Agreement/Modification. This Agreement, together with all exhibits comprise the
entire agreement between the parties and supersedes all prior or contemporaneous negotiations,
discussions, or agreements, whether written or oral, between the parties regarding the subject matter
contained herein. This Agreement may be amended, modified, or added to only by written
instrument properly signed by both parties hereto.
16.12 Public Records Act. The Vendor acknowledges that the City is a public agency subject
to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and
documents, notes, emails, and other records prepared or gathered by the Vendor in its performance
of this Agreement may be subject to public review and disclosure, even if those records are not
produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the
City in satisfying the City's duties and obligations under the Public Records Act.
16.13 City Business License Required. Prior to commencing the Service provided for under
this Agreement, Vendor agrees to provide proof of a current city of Kent business license pursuant
to Chapter 5.01 of the Kent City Code.
16.14 Counterparts and Signatures by Fax or Email. This Agreement may be executed in any
number of counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the
signature page to the other by fax or email and that signature shall have the same force and effect
as if the Agreement bearing the original signature was received in person.
AGREEMENT FOR SOFTWARE AS A SERVICE
between City of Kent and UtiliSync, LLC
Page 9
OBO Mike Carrington
Deputy Director of IT
Tara Duckworth
12/23/2022
EXHIBIT A
VENDOR PROPOSAL (Valid until 12/23/22)
QUOTE
Recelve 811 Ticket from Washington811 and show the tickets on a map and in a
list view. Includes the following:
■ Create custom, branded PDF report, including photos taken, for every
ticket.
■ Send Positive Response to Washington811
• Send email to excavator including custom PDF report.
• Up to 15,000 tickets/year
• Up to 100 811 locate users
■ Up to 100 view -only users
■ Set-up configuration, live training (Zoom), training session recordings
Cityworks Integration
Total Annual Fee
$4,999
$995
$5,994
As part of this Vendor Proposal, THIS AGREEMENT is made by and between the City of Kent, a
Washington municipal corporation (hereinafter the "City"), and UtiliSync, LLC organized under the
laws of the State of Utah, located and doing business at 9980 SOUTH 300 WEST, SUITE 200, SANDY,
UT 84070, Ph: 385-275-2700, Matthew Stayner, President and CEO (hereinafter the "Vendor").
Statement of Work: The Vendor shall provide and/or perform the following services for the City:
UtiliSync will deliver "UtiliSync811" as a fully functioning application along with training for City of
Kent Locators and other Public Works employees. The combination of these provisions in addition
to that allows for the City of Kent to:
Receive 811 Ticket from Washington811 and show the tickets on a map and in a
list view. Includes the following:
1. Create custom, branded PDF report, including photos taken, for every ticket.
2. Send Positive Response to Washington811.
3. Send email to excavator including custom PDF report.
4. Service up to 15,000 tickets/year
5. Allow/Accommodate up to 100 811 locate users
6. Allow/Accommodate up to 100 view -only users
7. Set-up configuration, provide live training (Zoom), and training session recordings
8. Integration with Cityworks
9. Facilitate Positive Response communication from City of Kent utility users
10.Integration with ArcGIS
Exhibit A - Vendor Proposal
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
EXHIBIT B
SERVICE LEVEL AGREEMENT (-SLA") AND SUPPORT SERVICES
1. Description of Services
A. SERVICE LEVEL AGREEMENT
1. Applicable Levels. Vendor shall provide the Service to the City with a System
Availability of at least 99.5% during each calendar month of the Agreement following initial
implementation completion.
2. Scheduled System Maintenance. Vendor may take the Service offline for scheduled
maintenances of which City has received prior written notice of the planned maintenance schedule.
3. System Availability Definition.
3.1. "System Availability" means the percentage of minutes in a month that the key
components of the Service are operational
3.2. Not Included in "System Availabilit ""
a. scheduled maintenance;
b. events of force majeure; or
C. events caused by the City's acts or omissions or inoperability of City's
technology/devices.
4. Remedies. Should Vendor not achieve System Availability for 2 months or more in
any six month period, the City shall be entitled to credit to use the application for the number of
months for which system availability was not achieved. (e.g. if system availability was not met for 3
months, then the City will get credit to use the application for 3 months).
The credit remedy provided herein is not exclusive and City shall be entitled to all other remedies
provided for in this Agreement or provided in law and equity as a result of Vendor's failure to meet
System Availability requirements.
B. SUPPORT SERVICES
1. Services Support entitles the City to the following:
1.1 Telephone or electronic support to help the City locate and correct
problems with the Service.
1.2 Bug fixes and code corrections to correct Service malfunctions to bring the
Service into substantial conformity with the operating specifications.
1.3 All extensions, enhancements and other changes that Vendor makes or
adds to the Service and which the Vendor offers, without charge, to all other Subscribers of the
Service.
1.4 Up to 3 dedicated contacts designated by the City in writing that will have
access to support services.
Exhibit B - Service Level Agreement and Support Services
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
1.5 EXHIBIT B
SERVICE LEVEL AGREEMENT ("SLA") AND SUPPORT SERVICES (Continued)
2. Response and Resolution Goals
2.1 Severity 1: The Production system/application is down, seriously impacted and
there is no reasonable work around currently available. Once Vendor receives notice, the Vendor will begin
continuous work on the issue, and a customer resource must be available at any time to assist with
problem determination.
Once the issue is reproducible or once vendor has identified the Service defect,
Vendor will provide reasonable efforts for workaround or solution within 24 hours.
2.2 Severity 2: The system or application is seriously affected. The issue is not
critical and does not comply with the Severity 1 conditions. There is no workaround currently
available or the workaround is cumbersome to use.
The Vendor will work during normal business hours to provide reasonable
effort for workaround or solution within 3 days, once the issue is reproducible.
2.3 Severity 3: The system or application is moderately affected. The issue is
not critical and the system has not failed. The issue has been identified and does not hinder
normal operation, or the situation may be temporarily circumvented using an available
workaround.
The Company will work during normal business hours to provide reasonable
effort for workaround or solution within 5 business days, once the issue is reproducible.
2.4 Severity 4: Non -critical issues.
The Company will seek during normal business hours to provide a solution in
future releases of the Service.
Exhibit B - Service Level Agreement and Support Services
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
EXHIBIT C
NON -DISCLOSURE OF CONFIDENTIAL INFORMATION
1. Scope of Confidentiality Obligation in a SAAS Agreement.
1.1 Limitations. The Parties recognize that in a SAAS Agreement, the City is placing its
information, including Confidential Information, on the Vendor's hosted software application. In
providing this hosted service, the Vendor is not disclosing or providing City with its confidential
information such as its source code or other proprietary or intellectual property technology. City
therefore cannot modify, reverse engineer or otherwise decompile Vendor's technology and City has
committed to not doing so in this Agreement. Thus, this Addendum describes Vendor's obligations
with respect to City's confidential information provided to Vendor.
2. Definition of Confidential Information and Exclusions.
2.1 "Confidential Information" means non-public information on Vendor's SAAS that City
designates as being confidential or which, under the circumstances surrounding disclosure, Vendor
ought to treat as confidential, including but not limited to information in tangible or intangible form
relating to and/or including City data, computer programs, code, algorithms, formulas, processes,
inventions, schematics and other technical, business , financial and product development plans,
forecasts, strategies and proprietary or intellectual property whether or not it is owned by City and
information received from others that City is obligated to treat as confidential. Except as otherwise
indicated in this Agreement, the term "Vendor" also includes all its Affiliates. An "Affiliate" means
any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign,
including but not limited to subsidiaries, that directly or indirectly, controls, are controlled by, or are
under common control with a party.
2.2 Confidential Information shall not include any information, however designated, that:
(i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed
City; (ii) became known to Vendor prior to City's disclosure of such information to Vendor pursuant
to the terms of this Agreement; (iii) became known to Vendor from a source other than City other
than by the breach of an obligation of confidentiality owed to City; (iv) is independently developed
by Vendor; or (v) is not confidential as a matter of law.
3. Obligations Regarding Confidential Information.
3.1 Except as otherwise provided herein, Vendor shall:
a. Take reasonable security precautions, at least as great as the precautions it
takes to protect its own confidential information, but no less than prevailing standard of reasonable
care in the Vendor's industry, to keep confidential the Confidential Information of the City;
b. Refrain from disclosing, reproducing, summarizing and/or distributing City's
Confidential Information except in pursuance of Vendor's business relationship with City, or only as
otherwise provided hereunder; and
C. Refrain from reverse engineering, decompiling or disassembling any software
code and/or pre-release hardware devices disclosed by City to Vendor under the terms of this
Agreement.
3.2 Notwithstanding anything to the contrary herein, City and Vendor will disclose
Confidential Information in accordance with judicial action, federal or state public disclosure
Exhibit C - Nondisclosure Agreement
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
EXHIBIT C
NON -DISCLOSURE OF CONFIDENTIAL INFORMATION
INFORMATION (Continued)
requirements, state or federal regulations, or other governmental order or requirement of law.
In the context of public records requests, City will give the Vendor reasonable notice prior to
Vendor's records consistent with City's rules to allow Vendor a reasonable opportunity to seek
injunctive or other applicable judicial relief preventing such disclosure.
3.3 The Vendor may disclose Confidential Information only to Vendor's employees and
consultants on a need -to -know basis. The Vendor will have executed or shall execute appropriate
written agreements with third parties sufficient to enable Vendor to enforce all the provisions of this
Agreement.
3.4 Vendor shall notify the City promptly and without undue delay upon discovery of any
unauthorized use or disclosure of Confidential Information as defined by this Agreement. Vendor will
cooperate with City in helping City regain possession of its Confidential Information and prevent its
further unauthorized use or disclosure.
Exhibit C - Nondisclosure Agreement
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
EXHIBIT D
INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS
Insurance
The Contractor shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Contractor, their agents,
representatives, employees or subcontractors.
A. Minimum Scope of Insurance
Contractor shall obtain insurance of the types described below:
1. Commercial General Liability insurance shall be written on ISO occurrence
form CG 00 01 and shall cover liability arising from premises, operations,
independent contractors, products -completed operations, personal injury
and advertising injury, and liability assumed under an insured contract.
The Commercial General Liability insurance shall be endorsed to provide
the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The
City shall be named as an insured under the Contractor's Commercial
General Liability insurance policy with respect to the work performed for
the City using ISO additional insured endorsement CG 20 10 11 85 or a
substitute endorsement providing equivalent coverage.
2. Technology Liability (Errors & Omissions) insurance appropriate to the
Consultant's profession.
3. Cyber Liability insurance naming the City as an Additional Insured.
B. Minimum Amounts of Insurance
Contractor shall maintain the following insurance limits:
1. Commercial General Liability insurance shall be written with limits no less
than $2,000,000 each occurrence, $2,000,000 general aggregate and a
$4,000,000 products -completed operations aggregate limit.
2. Technology Liability (Errors & Omissionsl Insurance shall be written with
limits no less than $1,000,000 per claim and $1,000,000 policy aggregate
limit.
3. Cyber Liability insurance shall be written with limits no less than
$1,000,000 per occurrence and $2,000,000 aggregate.
Exhibit D - Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
EXHIBIT D (Continued)
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions
for Automobile Liability and Commercial General Liability insurance:
1. The Contractor's insurance coverage shall be primary insurance as respect the City.
Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall
be excess of the Contractor's insurance and shall not contribute with it.
2. The Contractor's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the City.
3. The City of Kent shall be named as an additional insured on all policies (except
Professional Liability) as respects work performed by or on behalf of the contractor and
a copy of the endorsement naming the City as additional insured shall be attached to
the Certificate of Insurance. The City reserves the right to receive a certified copy of
all required insurance policies. The Contractor's Commercial General Liability
insurance shall also contain a clause stating that coverage shall apply separately to
each insured against whom claim is made or suit is brought, except with respects to
the limits of the insurer's liability.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than
A:VII.
E. Verification of Coverage (See the COI and EOL Documents on pages 18-21 following Section F)
Contractor shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance requirements of the Contractor
before commencement of the work.
F. Subcontractors
Contractor shall include all subcontractors as insureds under its policies or shall furnish
separate certificates and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to all of the same insurance requirements as stated herein
for the Contractor.
Exhibit D - Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
EXHIBIT D (Continued)
OTILLLC-01 KSNOW,
CERTIFICATE OF LIABILITY INSURANCE 1 MO2022 f
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERIS), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE C ERTIFICATE HOLDER.
IMPORTANT: H the certificate holder is an ADDITIONAL INSURED, the poticy{iesj must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement• A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorwme"sj.
PRODUCER
American Insurance & I nvestment Corp.
448 South 400 East
Saft Lake City, UT 84111
cc,vcT Kristina Snow
HOE $Dq j6.�34M �- $D1 355-5234
krlStlna.SnU amencan-ins.com
INSURERfSAFFOWNGCOVERAGE
HAIC:*
INSURERA:Hartford Underwriters Ins. Co.
3D104
INSURED
Utili Sync, LLC
1086 W Shire Ridge Circle
South Jordan, UT W95
INSURER a: Hartford Casualty Insurance Co
29424
IN SURER C
INSURER D:
IN SURER E .
INSURER F
COVERAGES CERTIFICATE NUMBER: REVISfON NUMBER: 1
THIS LS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSLIED TO THE INSURED NAMED ABOVE FOR THE POLICY PERICD
INDICATED. NOTWFTHSTMINNG ANY REQUIREUENT, TERM CR CONCNTION OF ANY CONTRACT OR OTHER DOCUMENTWITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLFCIES DESCRIBE[) HEREIN IS SUBJECTTOALL THETERMS,
EXCLUSIONS AND CONDITIONS OF SUCH FOUCIES. DMMS SFKY M MAY HAVE BEEN REDUCED BY PAD CLAIMS.
MeR
TYPE 4F INSURANCE
AUCL
SUINSID My
POLICY UlM18ER
POLICYEFF
POLICY EXP
LINTTS
A
X
COMMERCIAL GENERAL LIAMUTY
Ct AWS, E OCCUR
x
SBUAG50KU
7f22f2022
7f2212U23
EACH OCCURRENCE
2,000,000
0gl IsErOREc E❑EW
S 1,000,000
MED EPAn o
S. 10,000
PE9SONAL&ADV INJURY
S. 2,000,000
GENLAC-CREGATE UMrTAPPLES PER
X POLCY PRO) LOO
JECT
OTHER:
GENERPI AGGREGATE
S 4,000,005
PRODUCTS-U0MRfDP AGG
4,000,000
S
S
ALR0trO8BELL1®LTrY
Ah1Y P•UTo
ONNED SCHEDL'_ED
AUTOS ONLY ALTOS
HIRE❑ K1JN4Q5'JNE❑
AUrOS ONLY ALrTOSONLY
D0L51NE❑ S'INGLELIMrr
BODILY INJURY Per
BODILY INJURY Peracddec
OPE
UMeRaIA LIAS
E1lCE SS LLie
OCCUR
CLPJr/LS-.A..
EACH GCCURRENCE
Al-�FGATF
DED RETENnON3
13
WORKERS romr ER SATION
ANDEIMPLOYERTUABILnY YIN
imPr�?RIZO •PP4twaE�=ccnrvE
° �[ dE1xLUCE:?
IMsntla,wy I
N}}ae,es dmne under
DESCRIPTP0NQF OPER&TICNS car!
N1A
WE-CATZVSZ
7rnf2022
7f22f2023
PER OTH-
EL.EAC=ACCIDENT
f 9,000,04o
E.L. ❑ISEAS`--EA EMPLOYEE1
600,000
DISEASE - PICY LIMIF
E.L. DPOLICY
1,000,000
A
Tech E&C3
SHMAG50KU
77Y2f2022
7I22l2023
Per ClaimJAgg
6,000,000
DESCRIPTION OF OPERATION SI LOCATIONS i VEHICLES IACORD IOI, Adalhcrlal FAMUr a scrletlule, muy➢a atL3=odtrm9 epace ie raqulreal
City of Kertf is additional insured on the general liahility as per wriften contract
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Kent cJo Information Technology [)apartment
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCDRBANCE WITH THE POLICY PROVIMNS.
Attn: Somen Palit
22C Fourth Ave South
AUTHORLZEL REPREIENTA.TNE
Kerd, WA 98032
ACORD 25 (201&03) @ 19&3-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
Exhibit D - Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
EXHIBIT D (Continued)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE
HARTFORD
BLANKET ADDITIONAL INSURED BY CONTRACT
This endorsement modifies insurance provided under the follovring:
BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement_ the terms and conditions of the Policy apply.
A. The following is added to Section C. WHO IS AN INSURED:
Additional Insureds When Required By Written Contract, Written Agreement Or Permit
The person(s) or organizations) identified in Paragraphs a_ through f. below are additional insureds when you
have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or
governmental agency or subdivision or political subdivision that such person or organization be added as an
additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of
the contract or agreement, or the issuance of the permit.
A person or organization is an additional insured under this provision only for that period of time required by the
cant€act, agreement or permit.
However, no such person or organization is an additional insured under this provision if such person or
organ¢ation is included as an additional insured by any other endorsement issued by us and made a part of this
Coverage Part_
The insurance afforded to such additional insured will not be broader than that which you are required by the
contract, agreement, or permit to provide for such additional insured.
The insurance afforded to such additional insured only applies to the extent permitted by law.
The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL
EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an
additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL
EXPENSES GENERAL CONDITIONS.
a. Vendors
Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or
"property damage" arising out of "your products" which are distributed or said in the regular course of the
vendors business and only if this Coverage Part provides coverage for "bodily injury" or "property damage"
included within the "products -completed operations hazard".
(1) The insurance afforded to the vendor Is subject to the fallowing additional exclusions:
This insurance does not apply to:
(a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of
the assumption of liability in a contract or agreement. This exclusion does not apply to liability for
damages that the vendor wouid have in the absence of the contract or agreement;
(b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the product made intentionally by the vendor;
(d} Repackaging; except when unpacked solely for the purpose of inspection, demonstration, testing; or
the substitution of parts under instructions from the manufacturer_ and then repackaged in the original
container.
(e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to
make or normally undertakes to make in the usual course of business, in connection with the
distribution or sale of the products:
[f) Demonstration, installation, servicing or repair operations, except such operations performed a# the
vendors premises in connection with the sale of the product;
Form SL 30 32 06 21 Page 1 of 3
Q 2021. The Hartford
(May include copyrighted material of Insurance Services Office, Inc_, With Its permission)
Exhibit D - Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
EXHIBIT D (Continued)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
THE
HARTFORD
(g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a
container, part or ingredient of any other thing or substance by or far the vendor; or
(h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or
omissions or those of its employees or anyone ebe acting on its behalf. However, tfi€s exclusion
does not apply to:
(i) The exceptions contained in Paragraphs (d) or (f); or
(€€) Such Inspections, adjustments. tests or servicing as the vendor has agreed to make or normally
undertakes to make in the usual course of business, in connection with the distribution or sale of
the products.
(2) This insurance does not apply to any insured person or organization from whom you have acquired such
products. or any ingredient, part or container_ entering into, accompanying or conta€ning such products.
b. LesSD13 Of Equipment
(1) Any person or organization from whom you lease equipment; but on€y with respect to their liability for
"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your
maintenance, operation or use of equipment leased to you by such person or organization.
(2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any
"occurrence" which takes place after you cease to lease that equipment.
c. Lessors Of Land Or Premises
(1) Any person or organization from whom you lease €and or premises. but only with respect to liability arising
out of the ownership, maintenance or use of that part of the land or premises leased to you_
(2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises,
or
(b) Structural alterations, new construction or demolition operations performed by or on behalf of such
person or organization.
d. Architects, Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage"
or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or
Omissions of those acting on your behalf:
(a) In connection with your premises:
(b) In the performance of your ongoing operations performed by you or On your behalf; or
(c) In connection with "your work" and included within the "products -completed operations hazard", but
only If:
('s) The written contract, written agreement or permit requires you to provide such coverage to such
additional insured; and
(ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the
"products -completed operations hazard".
(2) With respect to the insurance afforded to these additional insureds, the following additional exclusion
applies:
This insurance does not apply to "bodily injury", "property damage" or "personal and advertising
injury" arising Out of the rendering of of the failure to render any pfofessiona€ services, including:
(i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions,
reports, surreys, field orders, change orders, designs or drawings and specifications; or
(ii} Supervisory, surveying: inspection, architectural or engineering activities.
This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision.
hiring, employment_ training Or monitoring of others by an insured, if the "bodily injury'', "property
Form SL 30 32 Ufi 21 Page 2 of 3
C�32021. The Hartford
(May include copyr€ghted material of Insurance Services Office, Inc_, with its permission)
Exhibit D — Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
EXHIBIT D (Continued)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
THE
NARTFO RD
damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any
professional service.
e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit
(1) Any state or governmental agency or subdivision or political subdivision, but only wlth respect to
operations performed by you or on your behalf for which the state or governmental agency or subdivision
or political subdivision has issued a permit.
(2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) "Bodily injury". "property damage" or "personal and advertising injury" arising out of operations
performed for the federal government, state or municipaiity; or
(b) "Bodily injury" or "property damage" included within the "products -completed operations hazard".
f. Any Other Party
(1) Any other person or organization who is not in one of the categories or classes listed above in
Paragraphs a. through e. above; but only with respect to liability for "bodily injury". "property damage" or
"personal and advertising injury" caused, in whole or in part, by your acts or omisslons or the acts or
omissions of those acting on your behalf:
(a) In the performance of your ongoing operations performed by you or on your behalf;
(h) In connection with your premises owned by or rented to you; w-
(c) In connection with "your work" and included within the "products -completed operations hazard", but
only If.
(i) The written contract. written agreement or permit requires you to provide such coverage to such
additional insured; and
(ii) This Coverage Part provides coverage for "bodily Injury' or "property damage' included within the
"products -completed operations hazard".
(2) With respect to the insurance afforded to these additional insureds; the following additional exclusion
applies:
This insurance does not apply to "bodily injury'. "property damage" or "personal and advertising injury"
arising out of the rendering of, or the failure to render. any professional architectural, engineering or
surveying services, including:
(a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions. reports,
surveys_ field orders, change orders, designs or drawings and specifications; or
(b) Supervisory, surveying, inspection_ architectural or engineering activities.
This exclusion apptles even if the claims allege negligence or other wrongdoing in the supervision, hiring,
employment, training or monitoring of others by an insured, if the _bodily injury", `property damage`. or
'personal and advertising injury" arises out of the rendering of or the failure to render any professional
service described in Paragraphs f.(2)(a) or f.(2)(b) above.
Form SL 30 32 46 21 Page 3 of 3
0 2021. The Hartford
(May include copyrighted material of Insurance Services Office. Inc., with its permission)
Exhibit D - Insurance Requirements
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
EXHIBIT E
CITY OF KENT NON-DISCRIMINATION POLICY AND FORMS
DECLARATION
CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY
The City of Kent is committed to conform to Federal and State laws regarding equal
opportunity. As such all contractors, subcontractors and suppliers who perform work with
relation to this Agreement shall comply with the regulations of the City's equal
employment opportunity policies.
The following questions specifically identify the requirements the City deems necessary for
any contractor, subcontractor or supplier on this specific Agreement to adhere to. An
affirmative response is required on all of the following questions for this Agreement to be
valid and binding. If any contractor, subcontractor or supplier willfully misrepresents
themselves with regard to the directives outlines, it will be considered a breach of contract
and it will be at the City's sole determination regarding suspension or termination for all or
part of the Agreement;
The questions are as follows:
1. I have read the attached City of Kent administrative policy number 1.2.
2. During the time of this Agreement I will not discriminate in employment on the basis
of sex, race, color, national origin, age, or the presence of all sensory, mental or
physical disability.
3. During the time of this Agreement the prime contractor will provide a written
statement to all new employees and subcontractors indicating commitment as an
equal opportunity employer.
4. During the time of the Agreement I, the prime contractor, will actively consider hiring
and promotion of women and minorities.
5. Before acceptance of this Agreement, an adherence statement will be signed by me,
the Prime Contractor, that the Prime Contractor complied with the requirements as
set forth above.
By signing below, I agree to fulfill the five requirements referenced above.
By:
For: UtiliSync, LLC
Title: President
Date: 12/20/22
Exhibit E - Non -Discrimination Policy
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998
SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996
CONTRACTORS APPROVED BY Jim White, Mayor
POLICY:
Equal employment opportunity requirements for the City of Kent will conform to federal and
state laws. All contractors, subcontractors, consultants and suppliers of the City must
guarantee equal employment opportunity within their organization and, if holding
Agreements with the City amounting to $10,000 or more within any given year, must take
the following affirmative steps:
1. Provide a written statement to all new employees and subcontractors indicating
commitment as an equal opportunity employer.
2. Actively consider for promotion and advancement available minorities and women.
Any contractor, subcontractor, consultant or supplier who willfully disregards the City's
nondiscrimination and equal opportunity requirements shall be considered in breach of
contract and subject to suspension or termination for all or part of the Agreement.
Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and
Public Works Departments to assume the following duties for their respective departments.
1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these
regulations are familiar with the regulations and the City's equal employment
opportunity policy.
2. Monitoring to assure adherence to federal, state and local laws, policies and
guidelines.
Exhibit E - Non -Discrimination Policy
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC
CITY OF KENT
EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT
This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded
the Agreement.
I, the undersigned, a duly represented agent of
Company, hereby acknowledge
and declare that the before -mentioned
company was the prime contractor for the Agreement known as
that was entered into on the
(date), between the firm I represent and the City of Kent.
I declare that I complied fully with all of the requirements and obligations as outlined in
the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal
Employment Opportunity Policy that was part of the before -mentioned Agreement.
By: _
For:
Title:
Date:
Exhibit E - Non -Discrimination Policy
AGREEMENT FOR SOFTWARE AS A SERVICE
Between City of Kent and UtiliSync, LLC