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HomeMy WebLinkAboutCAG2023-421 - Original - Industrial Software Solutions II, Inc. - SCADA Security Software Upgrade - 08/02/2023 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Dani Hodgins for Ron Halverson Public Works Date Sent: Date Required: c 07/28/2023 8/4/2023 Q Authorized to Sign: Date of Council Approval: Q Q Mayor or Designee N/A Budqet Account Number: Grant? Yes NoF71 W00041 Budget? Yes E]No Type: N/A am Vendor Name: Category Industrial Software Solutions II, Inc. Contract Vendor Number: Sub-Category: -SF- Original o Project Name: SCADA Security Upgrade, Software Programming cProject Details: The Vendor shall supply software and licensing upgrades for the C City's SCADA system. c Basis for Selection of Contractor: E AgreementAmount2,304 Other � � *Memo to Mayor must be attached i Start Date: Date of Mayor's Signature Termination Date: 12/31/2023 Q Local Business? Yes F—]No*If meets requirements per KCC 3.70.100,please complete'Vendor Purchose-Locol Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process❑Exempt(KCC 5.01.045) ❑Authorized Signer Verified Notice required prior to disclosure? Contract Number:= � F—]YesF—]No CAG2023-421 Comments: H i 3 f0 IM C C Vf � 3 0Jr cc cc Date Received:City Attorney: 7/28/23 Date Routed:Mayor's Office 8/2/23 City Clerk's Office adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 KENT W A s H i H G T o N GOODS & SERVICES AGREEMENT between the City of Kent and Industrial Software Solutions II, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Industrial Software Solutions II, Inc. organized under the laws of the State of Washington, located and doing business at 19909 1201" Avenue NE, Suite 101, Bothell, WA 98011, Phone: (425) 368-7384 Contact: John Ahladis (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: The Vendor shall supply software and licensing upgrades for the City's SCADA system. For a description and Vendor's quote, see Exhibit A which is attached and incorporated by this reference. The Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, the Vendor shall complete the work and provide all goods, materials, and services by December 31, 2023. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed Thirty Two Thousand, Three Hundred Four Dollars ($32,304), including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Vendor shall be paid after execution of Agreement and submittal of invoice. GOODS & SERVICES AGREEMENT - 1 (Over$20,000, including WSST) 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. If the City objects to all or any portion of an invoice, it shall notify the Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from the Vendor for any defective or unauthorized goods, materials or services. If the Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and the Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which the Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. GOODS & SERVICES AGREEMENT - 2 (Over$20,000, including WSST) VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, the Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, Section XV(D), within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VIII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by the Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. VIII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts GOODS & SERVICES AGREEMENT - 3 (Over$20,000, including WSST) or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). IX. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. X. WARRANTY. The Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. The Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and the Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when the Vendor knows or should have known of the defect, or (2) upon the Vendor's receipt of notification from the City of the existence or GOODS & SERVICES AGREEMENT - 4 (Over$20,000, including WSST) discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. XI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Vendor shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. XII. INDEMNIFICATION. The Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then the Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XIII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIV. WORK PERFORMED AT VENDOR'S RISK. The Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Vendor's own risk, and the Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. GOODS & SERVICES AGREEMENT - 5 (Over$20,000, including WSST) C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. GOODS & SERVICES AGREEMENT - 6 (Over$20,000, including WSST) IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: CITY OF KENT: By: By Print Name: Adam Strynadka Print Name: Dana Ralph Its Vice President of Sales Its Mayor DATE: 07/20/2023 DATE: 09/02/2023 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: John Ahladis Chad Bieren, P.E. Industrial Software Solutions II, Inc. City of Kent 19909 120th Avenue NE, Suite 101 220 Fourth Avenue South Bothell, WA 98011 Kent, WA 98032 (425) 368-7384 (telephone) (253) 856-5500 (telephone) johna@industrial-software.com (email) PublicWorks@KentWA.gov (email) APPROVED AS TO FORM: j-In: Kent L - Department ATTEST: L� Ay ' � Kent City Clerk P:\Admi n\Contracts\Da ni GOODS & SERVICES AGREEMENT - 7 (Over$20,000, including WSST) DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). • Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, 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 statements 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 I, 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. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: EEO COMPLIANCE DOCUMENTS - 1 of 5 A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally- assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, EEO COMPLIANCE DOCUMENTS - 2 of 5 or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; EEO COMPLIANCE DOCUMENTS - 3 of 5 xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfill the five requirements referenced above. By: For: Industrial Software Solutions Title: Vice President of Sales Date: July 20th, 2023 EEO COMPLIANCE DOCUMENTS - 4 of 5 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting 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. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City's Non-Discrimination Policy Declaration, prior to commencing performance. 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 coordinate with the City's Title VI coordinator, and perform the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 5 of 5 Exhibit A inDUSTRw SUTURE SOLUTIONS QUOTATION To: Ron Halversan Office AddOoSS: Company: City of Kent Industrial Software Solutions Location: Kent,WA 19909 120th Ave.NE Suite 101 Phone: (263)856.5622 Bothell,WA 98011 Email: rhalverson@kentwa.gov Rcmittence Address: quotation- 20220447.31458 Rev2 Industrial Software Solutions Project: (City.511nTouch Access Anywhere Clients&Failuver 199H 1264h Ave.NE Suite 101 Backups Bothell,WA 98011 From: John Ahladis Toll Free Phone:(886)449.0494 johnaQlndustrial-sottware.cam Fax:(425)332-7027 (425)368-7384 Date: June 16.2023 PIN Qty Description Unit Price Ext Price InTch-12-N-20 1 AVEVA in Touch HMI2020 Wrkst 60K Tag no 1/0,5 Pack $20.070.00 $20,070,00 InTcF-10-N-20 5 AVEVA In Touch HMI 2020 Workstation BOIL Tag no 1/0 RDS FLE $1,326-00 $6,625.00 CF-ADD-WW 1 Customer FIRSTAdd to Existing-WW HMI SCADA $2,645.00 $2,645.00 Required prorated software lechnicai support lar AVEVA NMI SCADA Prorated support onto Agreement 431729 to expire December 2023 $29,340.130 -End+user information is required at lime of order for license registration purposes. To place your order please email ordersgi.ndustnal-software.com. 1 EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS 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. Automobile Liability insurance covering all autos used for the purpose of fulfilling this agreement. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. 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. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate, and a $2,000,000 products-completed operations aggregate limit. EXHIBIT B (Continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The 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 ANII. E. Verification of Coverage 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. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/06/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Nanci Gonzalez NAME: Brown&Brown of Washington,Inc. a0Nr o Exf: (206)956-1600 A No: (206)956-9600 701 Fifth Ave Ste 550 E-MAIL Nanci.Gonzalez@bbrown.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Seattle WA 98104 INSURERA: Travelers Property Casualty Company of America 25674 INSURED INSURER B: Travelers Casualty Company of Connecticut 36170 Industrial Software Solutions I Inc INSURER C: The Travelers Indemnity Company of America 25666 19909 120th Ave NE#101 INSURER D: INSURER E: Bothell WA 98011 INSURER F: COVERAGES CERTIFICATE NUMBER: 22 Blkt Covg REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM DD YYYY MM DD YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FX OCCUR PREM SDAMAGES Ea oecE ante $ 300,000 MED EXP(Any one person) $ 10,000 A ZLP-14T51135 12/01/2022 12/01/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN-LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY ❑ PRO- OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED BA1L109801 12/01/2022 12/01/2023 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY /� AUTOS ONLY Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ S,000,OOO A EXCESS LIAB CLAIMS-MADE CUP-21_19643A 12/01/2022 12/01/2023 AGGREGATE $ 5,000,000 DED I X1 RETENTION $ 10,000 Follow Form $ WORKERS COMPENSATION X SPER TATUTE ER FL ID IL OR SD TX AND EMPLOYERS'LIABILITY Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ NIA UB6J004239 10/15/2022 10/15/2023 E.L.EACH ACCIDENT $ C OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Kent ACCORDANCE WITH THE POLICY PROVISIONS. 220 4th Ave South AUTHORIZED REPRESENTATIVE Kent WA 98032 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMON POLICY CONDITIONS WASHINGTON - DELUXE All Coverage Parts included in this policy are subject to the following conditions: The conditions in this endorsement replace a. Without reasonable explanation, any similar conditions in the policy that are the structure is unoccupied for less favorable to the insured. more than 60 consecutive days, A. CANCELLATION or at least 65% of the rental units are unoccupied for more 1. The first Named Insured shown in than 120 consecutive days unless the Declarations may cancel this the structure is maintained for policy by notifying us or the seasonal occupancy or is under insurance producer in one of the construction or repair; following ways: b. Without reasonable explanation, a. Written notice by mail, fax or e- progress toward completion of mail; permanent repairs to the structure b. Surrender of the policy or binder; has not occurred within 60 days or after receipt of funds following C. Verbal notice. satisfactory adjustment or adjudication of loss resulting Upon receipt of such notice, we will from a fire; cancel this policy or any binder C. Because of its physical condition, issued as evidence of coverage, the structure is in danger of effective on or the later of the collapse; following: a. The date on which notice is d. Because of its physical condition, a vacation or demolition order received or the policy or binder has been issued for the structure, is surrendered; or or it has been declared unsafe in b. The date of cancellation accordance with applicable law; requested by the first Named e. Fixed and salvageable items have Insured. been removed from the structure, 2. We may cancel this policy or any indicating an intent to vacate the Coverage Part by mailing or structure; delivering to the first Named Insured f. Without reasonable explanation, and the first Named Insured's agent heat, water, sewer and electricity or broker written notice of are not furnished for the structure cancellation, including the actual for 60 consecutive days; or reason for the cancellation, to the last mailing address known to us, at g. The structure is not maintained in least: substantial compliance with fire, a. 10 days before the effective date safety and building codes. of cancellation if we cancel for 4. If: nonpayment of premium; or a. You are an individual; b. 60 days before the effective date b. A covered auto you own is of of cancellation if we cancel for the "private passenger type"; and any other reason, except as provided inparagraphs 3• �• The policy does not cover garage, P P automobile sales agency, repair and 4. below. shop, service station or public 3. We may cancel the Deluxe Property parking place operations hazards, Coverage Part, if made a part of this we may cancel the Commercial Auto policy, by mailing or delivering to Coverage Part by mailing or the first Named Insured and the first delivering to the first Named Insured Named Insured's agent or broker and the first Named Insured's agent written notice of cancellation at or broker written notice of least five days before the effective cancellation, including the actual date of cancellation for any structure reason for cancellation, to the last where two or more of the following mailing address known to us: conditions exist: IL T3 19 08 10 (Rev. 09-18) Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. a. At least 10 days before the pro rata refund unless the following effective date of cancellation if applies: we cancel for nonpayment of a. For Division Two - Boiler and premium; or Machinery, if the first Named b. At least 10 days before the Insured cancels, the refund will effective date of cancellation for be at least 75% of the pro rata any other reason if the policy is refund. in effect less than 30 days; or b. If: C. At least 60 days before the (1) If you are an individual; effective date of cancellation for other than nonpayment if the (2) A covered auto you own is of policy is in effect 30 days or the "private passenger type"; more; or (3) The policy does not cover d. At least 20 days before the garage, automobile sales effective date of cancellation if agency, repair shop, service the policy is in effect for 60 station or public parking place days or more or is a renewal or operations hazards; and continuation policy, and the (4) The first Named Insured reason for cancellation is that cancels, your driver's license or that of e refund will be not less than th any driver who customarily uses o a covered "auto" has been 90% of any unearned portion not suspended or revoked during exceeding $100, plus; 95% of any policy period. unearned portion over $100 but 5. We will also mail or deliver to an not exceeding $500, and not less Y than 97/0 of any unearned portion mortgage holder, pledgee or other in excess of $500. person shown in this policy to have The cancellation will be effective, an interest in any loss which may occur under this policy, at their last even if we have not made or mailing address known to us, written offered a refund. notice of cancellation, prior to the 8. If notice is mailed, proof of mailing effective date of cancellation. If will be sufficient proof of notice. cancellation is for reasons other than B. CHANGES those contained in paragraph A.3. above, this notice will be the same This policy contains all the agreements as that mailed or delivered to the between you and us concerning the first Named Insured. If cancellation insurance afforded. The first Named is for a reason contained in Insured shown in the Declarations is paragraph A.3. above, we will mail or authorized to make changes in the terms deliver this notice at least 20 days of this policy with our consent. This prior to the effective date of policy's terms can be amended or cancellation. waived only by endorsement issued by 6. Notice of cancellation will state the us and made a part of this policy. effective date of cancellation. If the C. EXAMINATION OF YOUR BOOKS AND policy is cancelled, that date will RECORDS become the end of the policy period. We may examine and audit your books If a Coverage Part is cancelled, that and records as they relate to this policy date will become the end of the at any time during the policy period and policy period as respects that up to three years afterward. Coverage Part only. D. INSPECTION AND SURVEYS Cancellation will not affect coverage on any shipment in transit on the 1. We have the right but are not date of cancellation. Coverage will obligated to: continue in full force until such a. Make inspections and surveys at property is delivered and accepted. any time; 7. If this policy is cancelled, we will b. Give you reports on the send the first Named Insured any conditions we find; and premium refund due. If we cancel, the refund will be pro rata. If the C. Recommend changes. first Named Insured cancels, the 2. We are not obligated to make any refund will be at least 90% of the inspections, surveys, reports or recommendations, and any such Page 2 of 4 IL T3 19 08 10 (Rev. 09-18) Includes copyrighted material of Insurance Services Office, Inc. with its permission. actions we do undertake relate only G. NONRENEWAL to insurability and the premiums to 1. We may elect not to renew this be charged. We do not make safety policy by mailing or delivering inspections. We do not undertake to written notice of nonrenewal, stating perform the duty of any person or the reasons for nonrenewal, to the organization to provide for the health first Named Insured and the first or safety of workers or the public. Named Insured's agent or broker, at And we do not warrant that their last mailing addresses known to conditions: us. We will also mail to any a. Are safe or healthful; or mortgage holder, pledgee, or other b. Comply with laws, regulations, person shown in this policy to have codes or standards. an interest in any loss which may occur under this policy, at their last 3. Paragraphs 1. and 2. of this condition mailing address known to us, written apply not only to us, but also to notice of nonrenewal. We will mail any rating, advisory, rate service or or deliver these notices at least 60 similar organization which makes days before the: insurance inspections, surveys, reports or recommendations. a. Expiration of the policy; or 4. Paragraph 2. of this condition does b. Anniversary date of this policy if not apply to any inspections, this policy has been written for a surveys, reports or recommendations term of more than one year. we may make relative to 2. Otherwise we will renew this policy certification, under state or municipal unless: statutes, ordinances or regulations, a. The first Named Insured fails to of boilers, pressure vessels or elevators. pay the renewal premium after we have ex-pressed our E. PREMIUMS willingness to renew, including a 1. The first Named Insured shown in statement of the renewal the Declarations: premium, to the first Named Insured and the first Named a. Is responsible for the payment of Insured's insurance agent or all premiums; and broker at least 20 days before b. Will be the payee for any return the expiration date; premiums we pay. b. Other coverage acceptable to the 2. We compute all premiums for this insured has been procured prior policy in accordance with our rules, to the expiration date of the rates, rating plans, premiums and policy; or minimum premiums. The premium c. The policy clearly states that it shown in the Declarations was is not renewable and is for a computed based on rates and rules specific line, subclassification, or in effect at the time the policy was type of coverage that is not issued. On each renewal, continuation offered on a renewable basis. or anniversary of the effective date 3. If: of this policy, we will compute the premium in accordance with our a. You are an individual; rates and rules then in effect. b. A covered auto you own is of F. TRANSFER OF YOUR RIGHTS AND DUTIES the "private passenger type"; and UNDER THIS POLICY c. The policy does not cover garage, Your rights and duties under this policy automobile sales agency, repair may not be transferred without our shop, service station or public written consent except in the case of parking place operations hazards, death of an individual Named Insured. If the following applies to nonrenewal you die, your rights and duties will be of the Commercial Auto Coverage transferred to your legal representative Part in place of GA.: but only while acting within the scope of duties as your legal representative. a. We may elect not to renew or Until your legal representative is continue this policy by mailing or appointed, anyone having proper delivering to you and your agent temporary custody of your property will or broker written notice at least have your rights and duties but only 20 days before the end of the with respect to that property. policy period including the actual reason for nonrenewal. If the IL T3 19 08 10 (Rev. 09-18) Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. policy period is more than one 2. The Commercial Inland Marine year, we will have the right not Coverage Part; to renew or continue it only at 3. Commercial Property Forms including, an anniversary of its original but not limited to, the following: effective date. If we offer to renew or continue and you do not a. Building and Personal Property accept, this policy will terminate Coverage Form; at the end of the current policy b. Business Income Coverage Form; period. Failure to pay the required renewal or continuation premium C. Commercial Property Conditions; when due shall mean that you d. Causes of Loss - Special Form; have not accepted our offer. b. We will not refuse to renew e. Causes of Loss - Earthquake Form. Liability Coverage or Collision Coverage solely because an 4. Standard Commercial Inland Marine "insured" has submitted claims Forms including but not limited to under Comprehensive Coverage or the Transportation - Special Form. Towing and Labor Coverage. Endorsements referencing the C. If we fail to mail or deliver Commercial Property Coverage Part, proper notice of nonrenewal and Commercial Inland Marine Coverage you obtain other insurance, this Part, the Commercial Property Forms, policy will end on the effective or the Commercial Inland Marine date of that insurance. Forms apply to the Deluxe Property H. DELUXE PROPERTY COVERAGE PART Coverage Forms in the same manner REFERENCE TO FORMS AND ENDORSEMENTS re they apply to the Forms they reference. In some instances, the Deluxe Property I. INSURANCE UNDER TWO OR MORE COVERAGE Declarations may list endorsements PARTS included in the Deluxe Property Coverage Part the reference: If two or more of this policy's 1. The Commercial Property Coverage Coverage Parts apply to the same loss p y g or damage, we will not pay more than Part; the actual amount of the loss or damage. This policy consists of the Common Policy Declarations and the Coverage Parts and endorsements listed in that declarations form. In return for payment of the premium, we agree with the Named Insured to provide the insurance afforded by a Coverage Part forming part of this policy. That insurance will be provided by the company indicated as insuring company in the Common Policy Declarations by the abbreviation of its name opposite that Coverage Part. One of the companies listed below (each a stock company) has executed this policy, and the policy is countersigned by the officers listed below: The Travelers Indemnity Company (IND) The Phoenix Insurance Company (PHX) The Charter Oak Fire Insurance Company (COF) Travelers Property Casualty Company of America (TIL) The Travelers Indemnity Company of Connecticut (TCT) The Travelers Indemnity Company of America (TIA) Travelers Casualty Insurance Company of America (ACJ) 414z� 0 %,—� W*P! Secretary President Page 4 of 4 IL T3 19 08 10 (Rev. 09-18) Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft - 75 Feet Long Or H. Blanket Additional Insured - Controlling Less Interest B. Who Is An Insured - Unnamed I. Blanket Additional Insured - Mortgagees, Subsidiaries Assignees, Successors Or Receivers C. Who Is An Insured - Employees - J. Blanket Additional Insured - Governmental Supervisory Positions Entities - Permits Or Authorizations D. Who Is An Insured - Newly Acquired Or Relating To Premises Formed Limited Liability Companies K. Blanket Additional Insured - Governmental E. Who Is An Insured - Liability For Entities - Permits Or Authorizations Conduct Of Unnamed Partnerships Or Relating To Operations Joint Ventures L. Medical Payments - Increased Limit F. Blanket Additional Insured - Persons Or M. Blanket Waiver Of Subrogation Organizations For Your Ongoing Operations As Required By Written N. Contractual Liability - Railroads Contract Or Agreement 0. Damage To Premises Rented To You G. Blanket Additional Insured - Broad Form Vendors PROVISIONS consent, either uses or is A. NON—OWNED WATERCRAFT — 75 FEET responsible for the use of a LONG OR LESS watercraft that you do not own that is: 1. The following replaces Paragraph (2) (1) 75 feet long or less; and of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of (2) Not being used to carry any SECTION I — COVERAGES — COVERAGE person or property for a charge. A — BODILY INJURY AND PROPERTY B. WHO IS AN INSURED — UNNAMED DAMAGE LIABILITY: SUBSIDIARIES (2) A watercraft you do not own The following is added to SECTION II — that is: WHO IS AN INSURED: (a) 75 feet long or less; and Any of your subsidiaries, other than a (b) Not being used to carry any partnership or joint venture, that is not person or property for a shown as a Named Insured in the charge; Declarations is a Named Insured if: 2. The following replaces Paragraph a. You are the sole owner of, or maintain 2.e. of SECTION II — WHO IS AN an ownership interest of more than INSURED: 50% in, such subsidiary on the first day of the policy period; and e. Any person or organization that, with your express or implied CG D4 17 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured the policy period, whichever is under similar other insurance. earlier, if you do not report such No such subsidiary is an insured for organization in writing to us "bodily injury" or "property damage" within 180 days after you that occurred, or "personal and acquire or form it; or advertising injury" caused by an (2) Until the end of the policy offense committed: period, when that date is later a. Before you maintained an ownership than 180 days after you acquire interest of more than 50% in such or form such organization, if subsidiary; or you report such organization in writing to us within 180 days b. After the date, if any, during the after you acquire or form it; policy period that you no longer b. Coverage A does not apply to maintain an °ownership interest of "bodily injury" or "property more than 50% in such subsidiary. damage" that occurred before you For purposes of Paragraph 1. of acquired or formed the organ- Section II - Who Is An Insured, each ization; and such subsidiary will be deemed to be C. Coverage B does not apply to designated in the Declarations as: "personal and advertising injury" a. A limited liability company; arising out of an offense committed before you acquired or formed the b. An organization other than a organization. partnership, joint venture or limited For the purposes of Paragraph 1. of liability company; or Section II - Who Is An Insured, each C. A trust; such organization will be deemed to be as indicated in its name or the designated in the Declarations as: documents that govern its structure. a. A limited liability company; C. WHO IS AN INSURED — EMPLOYEES — b. An organization, other than a SUPERVISORY POSITIONS partnership, joint venture or limited The following is added to Paragraph liability company; or 2.a.(1) of SECTION II — WHO IS AN C. A trust; INSURED: as indicated in its name or the Paragraphs (1)(a), (b) and (C) above do documents that govern its structure. not apply to "bodily injury" to a co- E. WHO IS AN INSURED — LIABILITY FOR 11 employee" while in the course of the CONDUCT OF UNNAMED PARTNERSHIPS OR co-"employee's" employment by you JOINT VENTURES arising out of work by any of your "employees" who hold a supervisory The following replaces the last paragraph position. of SECTION II - WHO IS AN INSURED: D. WHO IS AN INSURED — NEWLY ACQUIRED No person or organization is an insured OR FORMED LIMITED LIABILITY COMPANIES with respect to the conduct of any current The following replaces Paragraph 3. of or past partnership or joint venture that is SECTION II — WHO IS AN INSURED: not shown as a Named Insured in the Declarations. This paragraph does not 3. Any organization you newly acquire apply to any such partnership or joint or form, other than a partnership or venture that otherwise qualifies as an joint venture, and of which you are insured under Section II - Who Is An the sole owner or in which you Insured. maintain an ownership interest of F. BLANKET ADDITIONAL INSURED — PERSONS more than 50%, will qualify as a OR ORGANIZATIONS FOR YOUR ONGOING Named Insured if there is no other OPERATIONS AS REQUIRED BY WRITTEN similar insurance available to that CONTRACT OR AGREEMENT organization. However: a. Coverage under this provision is The following is added to SECTION II — afforded only: WHO IS AN INSURED: (1) Until the 180th day after Any person or organization that is not you acquire or form the otherwise an insured under this Coverage organization or the end of Part and that you have agreed in a written Page 2 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 17 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY contract or agreement to include as an manufacturer, and then repackaged in additional insured on this Coverage Part the original container; is an insured, but only with respect to liability for "bodily injury" or "property (4) Any failure to make such damage" that: inspections, adjustments, tests or servicing as vendors agree to a. Occurs subsequent to the signing of perform or normally undertake to that contract or agreement; and perform in the regular course of b. Is caused, in whole or in part, by business, in connection with" the your acts or omissions in the distribution or sale of your performance of your ongoing products"; operations to which that contract or (5) Demonstration, installation, servicing agreement applies or the acts or or repair operations, except such omissions of any person or operations performed at such organization performing such vendor's premises in connection operations on your behalf. with the sale of "your products"; or The limits of insurance provided to (6) "Your products" that, after such insured will be the minimum distribution or sale by you, have limits that you agreed to provide in the been labeled or relabeled or used written contract or agreement, or the as a container, part or ingredient of limits shown in the Declarations, any other thing or substance by or whichever are less. on behalf of such vendor. G. BLANKET ADDITIONAL INSURED — BROAD Coverage under this provision does not FORM VENDORS apply to: The following is added to SECTION II — a. Any person or organization from whom WHO IS AN INSURED: you have acquired "your products", or any ingredient, part or container Any person or organization that is a entering into, accompanying or vendor and that you have agreed in a containing such products; or written contract or agreement to include as an additional insured on this b. Any vendor for which coverage as an Coverage Part is an insured, but only additional insured specifically is with respect to liability for "bodily scheduled by endorsement. injury" or "property damage" that: H. BLANKET ADDITIONAL INSURED — CONTROLLING a. Occurs subsequent to the signing of INTEREST that contract or agreement; and 1. The following is added to SECTION II — b. Arises out of "your products" that WHO IS AN INSURED: are distributed or sold in the regular course of such vendor's business. Any person or organization that has financial control of you is an insured The insurance provided to such vendor with respect to liability for "bodily is subject to the following provisions: injury", "property damage" or "personal a. The limits of insurance provided to and advertising injury" that arises out such vendor will be the minimum of: limits that you agreed to provide in a. Such financial control; or the written contract or agreement, or the limits shown in the b. Such person's or organization's Declarations, whichever are less. ownership, maintenance or use of premises leased to or occupied by b. The insurance provided to such you. vendor does not apply to: The insurance provided to such person (1) Any express warranty not or organization does not apply to authorized by you or any structural alterations, new construction distribution or sale for a or demolition operations performed by purpose not authorized by you; or on behalf of such person or (2) Any change in "your products" organization. made by such vendor; 2. The following is added to Paragraph 4. (3) Repackaging, unless unpacked of SECTION II — WHO IS AN INSURED: solely for the purpose of This paragraph does not apply to any inspection, demonstration, testing, premises owner, manager or lessor that or the substitution of parts has financial control of you. under instructions from the CG D4 17 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY I. BLANKET ADDITIONAL INSURED — J. BLANKET ADDITIONAL INSURED — GOVERNMENTAL MORTGAGEES, ASSIGNEES, SUCCESSORS OR ENTITIES — PERMITS OR AUTHORIZATIONS RECEIVERS RELATING TO PREMISES The following is added to SECTION II — The following is added to SECTION II — WHO IS AN INSURED: WHO IS AN INSURED: Any person or organization that is a Any governmental entity that has issued a mortgagee, assignee, successor or permit or authorization with respect to receiver and that you have agreed in a premises owned or occupied by, or rented written contract or agreement to or loaned to, you and that you are include as an additional insured on this required by any ordinance, law, building Coverage Part is an insured, but only code or written contract or agreement to with respect to its liability as include as an additional insured on this mortgagee, assignee, successor or Coverage Part is an insured, but only with receiver for "bodily injury", "property respect to liability for "bodily injury", damage" or "personal and advertising "property damage" or "personal and injury" that: advertising injury" arising out of the existence, ownership, use, maintenance, a. Is "bodily injury" or "property repair, construction, erection or removal of damage" that occurs, or is any of the following for which that "personal and advertising injury" governmental entity has issued such caused by an offense that is permit or authorization: advertising signs, committed, subsequent to the awnings, canopies, cellar entrances, coal signing of that contract or holes, driveways, manholes, marquees, agreement; and hoist away openings, sidewalk vaults, b. Arises out of the ownership, elevators, street banners or decorations. maintenance or use of the premises K. BLANKET ADDITIONAL INSURED — for which that mortgagee, assignee, GOVERNMENTAL ENTITIES — PERMITS OR successor or receiver is required AUTHORIZATIONS RELATING TO OPERATIONS under that contract or agreement to be included as an additional insured The following is added to SECTION II — on this Coverage Part. WHO IS AN INSURED: The insurance provided to such Any governmental entity that has issued a mortgagee, assignee, successor or permit or authorization with respect to receiver is subject to the following operations performed by you or on your provisions: behalf and that you are required by any a. The limits of insurance provided to ordinance, law, building code or written such mortgagee, assignee, successor contract or agreement to include as an or receiver will be the minimum additional insured on this Coverage Part is limits that you agreed to provide in an insured, but only with respect to the written contract or agreement, liability for "bodily injury", "property or the limits shown in the damage" or "personal and advertising Declarations, whichever are less. injury" arising out of such operations. b. The insurance provided to such The insurance provided to such person or organization does not governmental entity does not apply to: apply to: a. Any "bodily injury", "property damage" (1) Any "bodily injury" or "property or "personal and advertising injury" damage" that occurs, or any arising out of operations performed for "personal and advertising injury" the governmental entity; or caused by an offense that is b. Any "bodily injury" or "property committed, after such contract damage" included in the "products- or agreement is no longer in completed operations hazard". effect; or L. MEDICAL PAYMENTS — INCREASED LIMIT (2) Any "bodily injury", "property damage" or "personal and The following replaces Paragraph 7. of advertising injury" arising out of SECTION III — LIMITS OF INSURANCE: any structural alterations, new 7. Subject to Paragraph 5. above, the construction or demolition Medical Expense Limit is the most we operations performed by or on will pay under Coverage C for all behalf of such mortgagee, medical expenses because of "bodily assignee, successor or receiver. injury" sustained by any one person, Page 4 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 17 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY and will be the higher of: N. CONTRACTUAL LIABILITY — RAILROADS a. $10,000; or 1. The following replaces Paragraph c. of b. The amount shown in the the definition of "insured contract" in Declarations of this Coverage the DEFINITIONS Section: Part for Medical Expense Limit. c. Any easement or license agreement; M. BLANKET WAIVER OF SUBROGATION 2. Paragraph f.(1) of the definition of The following is added to Paragraph $., "insured contract" in the DEFINITIONS Transfer Of Rights Of Recovery Against Section is deleted. Others To Us, of SECTION IV — 0. DAMAGE TO PREMISES RENTED TO YOU COMMERCIAL GENERAL LIABILITY CONDITIONS: The following replaces the definition of If the insured has agreed in a contract "premises damage" in the DEFINITIONS or agreement to waive that insured's Section: right of recovery against any person or organization, we waive our right of "Premises damage" means "property recovery against such person or damage" to: organization, but only for payments we a. Any premises while rented to you or make because of: temporarily occupied by you with a. "Bodily injury" or "property permission of the owner; or damage" that occurs; or b. The contents of any premises while b. "Personal and advertising injury" such premises is rented to you, if you caused by an offense that is rent such premises for a period of committed; seven or fewer consecutive days. subsequent to the execution of the contract or agreement. CG D4 17 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY II - Who Is An Insured, d. Primary And Non—Contributory Insurance except when Paragraph d. If Required By Written Contract below applies. If you specifically agree in a written (b) Any of the other insurance, contract or agreement that the whether primary, excess, insurance afforded to an insured contingent or on any other under this Coverage Part must apply basis, that is available to the on a primary basis, or a primary and insured when the insured is an non-contributory basis, this insurance additional insured, or is any is primary to other insurance that is other insured that does not available to such insured which qualify as a named insured, covers such insured as a named under such other insurance. insured, and we will not share with (2) When this insurance is excess, we that other insurance, provided that: will have no duty under Coverages (1) The "bodily injury" or "property A or B to defend the insured damage" for which coverage is against any "suit" if any other sought occurs; and insurer has a duty to defend the insured against that "suit". If no (2) The "personal and advertising other insurer defends, we will injury" for which coverage is sought is undertake to do so, but we will caused by an offense be entitled to the insured's rights that is committed; against all those other insurers. subsequent to the signing of that (3) When this insurance is excess contract or agreement by you. over other insurance, we will pay 5. Premium Audit only our share of the amount of the loss, if any, that exceeds the a. We will compute all premiums for this sum of: Coverage Part in accordance with our rules and rates. (a) The total amount that all such other insurance would pay for b. Premium shown in this Coverage Part the loss in the absence of this as advance premium is a deposit insurance; and premium only. At the close of each audit period we will compute the (b) The total of all deductible and earned premium for that period and self-insured amounts under all send notice to the first Named that other insurance. Insured. The due date for audit and (4) We will share the remaining loss, retrospective premiums is the date if any, with any other insurance shown as the due date on the bill. If that is not described in this the sum of the advance and audit Excess Insurance provision and premiums paid for the policy period was not bought specifically to is greater than the earned premium, apply in excess of the Limits we will return the excess to the first of Insurance shown in the Named Insured. Declarations of this Coverage Part. c. The first Named Insured must keep c. Method Of Sharing records of the information we need for premium computation, and send If all of the other insurance permits us copies at such times as we may contribution by equal shares, we will request. follow this method also. Under this 6. Representations approach each insurer contributes equal amounts until it has paid its By accepting this policy, you agree: applicable limit of insurance or none of the loss remains, whichever comes a. The statements in the Declarations first. are accurate and complete; If any of the other insurance does b. Those statements are based upon not permit contribution by equal representations you made to us; and shares, we will contribute by limits. c, We have issued this policy in reliance Under this method, each insurer's upon your representations. share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. CIS T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 17 of 23 Includes copyrighted material of Insurance Services Office, Inc. with its permission.