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HomeMy WebLinkAboutCAG2020-308 - Original - WaterTrax USA, Inc. - Water Managment System Online & Mobile App - 10/02/2020 Agreement Routing Form • For Approvals,Signatures and Records Management KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. WASHINGTON (Print on pink or cherry colored paper) Originator: Department: Lynnette Smith IT Date Sent: Date Required: > 09/30/2020 10/09/2020 0 Q Authorized to Sign: Date of Council Approval: Q ❑Director or Designee ❑Mayor Budget Account Number: Grant? []Yes El No T20214 Budget? 01 Yes ❑ Type: Vendor Nam Category: WaterTrax USA, Inc. Contract Vendor Number: Sub-Category: 2364540 Original 0 Project Name: Water Management System E = Project Details:WaterTrax Online & Mobile App c GJ 25, 0 1st yr,. Agreement Amount: $32$3225approx.$13,000 Basis for Selection of Contractor: Other Renews annually all subsequent yrs automatically until Start Date: Upon Mayors Signature Termination Datenoticeasreq'd Notice Required Q Local Business? ❑Yes ❑ No* *If meets requirements per KCC 3.70.7 00,please complete"Vendor Purchase-Local Exceptions"form on Cityspoce. Notice required prior to disclosure? Contract Number: ❑Yes El No CAG2020-308 Date Received by City Attorney: Comments: OK to sign 10/l/2020,TW. 10/01/2020 30 a, •� i � 3 � 40 f0 p� Date Routed to the Mayor's Office: Vf Date Routed to the City Clerk's Office: adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 KENT WISHINGTON GOODS & SERVICES AGREEMENT between the City of Kent and WaterTrax USA, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and WaterTrax USA, Inc. organized under the laws of the State of Washington, located and doing business at 1420 - 5th Ave, Suite 2200, Seattle, WA 98101 USA Phone No.: (866)-812- 2233); Contact James Griffiths (hereinafter the "Vendor" or "WaterTrax"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: Vendor will provide to the City an online data-management service for water quality and operating data provided in a software-as-a-service (SaaS) environment through the site at https://aquaticinformatics.com/products/watertrax/www.watertrax.com and more particularly described in Exhibit A and its Schedule F (the "Service"). Exhibit A and its referenced and attached Schedules A through F are attached and incorporated into this Agreement by this reference. 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, Vendor will provide services for an initial term of one year. Thereafter, this Agreement will renew automatically for successive one-year terms, unless either party gives the other written notice, at least 30 days prior to the expiration of the then current term, of its intent to not renew this Agreement. III. COMPENSATION. For the first year of services provided under this Agreement, the City shall pay the Vendor an amount not to exceed $32,250, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement, to be paid in accordance with Schedule C to Exhibit A. Subsequent annual subscription costs, or other services, will be paid as provided for in Schedule C to Exhibit A. If the City objects to all or any portion of an invoice, it shall notify 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 Vendor for any defective or unauthorized goods, materials or services. If 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 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 GOODS & SERVICES AGREEMENT - 1 (Over$20,000, including WSST) DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 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 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 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 Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date 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 VII, 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 GOODS & SERVICES AGREEMENT - 2 (Over$20,000, including WSST) DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 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. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed 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). VIII. 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. GOODS & SERVICES AGREEMENT - 3 (Over$20,000, including WSST) DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 IX. WARRANTY. In addition to the warranties provided for in Section 15 of Exhibit A, 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. 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 Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when Vendor knows or should have known of the defect, or (2) upon Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for 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. X. 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. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XI. INDEMNIFICATION. 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 negligent 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 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 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 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. XII. 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. XIII. WORK PERFORMED AT VENDOR'S RISK. 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 GOODS & SERVICES AGREEMENT - 4 (Over$20,000, including WSST) DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Vendor's own risk, and 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. XIV. 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. 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 XI 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 provided that Vendor may assign this Agreement in connection with a merger or sale of substantially all the assets of Vendor, or a transfer between Vendor and one or more of its affiliates. 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 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 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 GOODS & SERVICES AGREEMENT - 5 (Over$20,000, including WSST) DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: CITY OF KENT: r�D"o'OcuSigned by: V �J� D By osssezzss1234ca. lames �r �'ts By. (signature) Print Name: Print Name: Dana Ralph Its VP Finance Its Mayor 9/14/2020 (title) DATE: DATE: 10/02/2020 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: James Griffiths Information Technology Department WaterTrax USA, Inc. Office of Project Management 1420 - 5th Ave, Suite 2200 City of Kent Seattle, WA 98101 220 Fourth Avenue South Kent, WA 98032 866)-812-2233) (604) 873-2782 (253) 856 - 4600 (telephone) 253 856 - 4700 facsimile APPROVED AS TO FORM: #enLave De artment ATTEST: k�;u 6U40 Kent City Clerk GOODS & SERVICES AGREEMENT - 6 (Over$20,000, including WSST) DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 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. DocuSigned by: By: 64* lames Griffiths For: Title: VP Finance Date: 9/14/2020 EEO COMPLIANCE DOCUMENTS - 1 of 3 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 of 3 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 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 .lames Griffiths Company, hereby acknowledge and declare that the before-mentioned company was the prime water Quality and Compliance Data contractor for the Agreement known as Management Software that was entered into on the 9/14/2020 (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. DocuSigned by: By: F ---------tea- For: lames Griffiths Title: VP Finance Date: 9/14/2020 EEO COMPLIANCE DOCUMENTS - 3 of 3 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Exhibit A to Agreement City and Vendor agree as follows: 1. Services and Payment. Services to be provided by Vendor to the City will be as set out in Section I of the 5. City's Internal Policies. Vendor is not responsible for parties Agreement, entitled "Description of Work," to compliance with City's internal policies, unless which this exhibit and its Schedules A through F are expressly agreed otherwise incorporated. In addition, Vendor will provide Technical Support Services ("Support") as outlined in 6. Term. This term of this Agreement is detailed in Schedule C-1, Service levels as outlined in Schedule C- Schedule A. 2, after sales service consisting of Implementation and Training Services as outlined in Schedule D and 7. Intellectual Property. WaterTrax,the WaterTrax logo professional services as outlined in Schedule F. and other WaterTrax logos and product and service names are trademarks of WaterTrax (the "WaterTrax 2. License. Vendor grants City a non-exclusive, non- Marks"),whether or not registered. Without WaterTrax transferable, limited license (1) to access and use the prior permission, City agrees not to display or use, in Service and Vendor data ("Vendor Data") and (2) to any manner,the WaterTrax Marks. post City's data ("City's Data") to the Service, and(3) to use the Vendor Data solely with respect to City's City acknowledges and agrees that the Service, the systems/facilities, as outlined in Schedule A. City's interface to it (including without limitation data entry Data shall include all information provided through screens and reports generated by the Service) and all configuration of the Service, and laboratory and software used in connection with the Service contain operational readings submitted by City, or by any party proprietary and confidential information that is authorized by City to submit City's Data to the Service. protected by applicable intellectual property and other laws. City agrees not to use such property, including 3. Registered Users. City's license to the Service entitles without limitation trade-marks, patents and other City to designate a limited number of Registered Users intellectual property of Vendor except as expressly ("Users") to access the Service as listed in Schedule B. authorized by this Agreement. Except as expressly Each User shall be assigned a Login Identification, authorized by Vendor, City agrees not to modify, rent, which will include a usemame and password. All Users lease, loan, sell, distribute or create derivative works or of the Service are subject to all the terms and conditions businesses based on the Service,in whole or in part. of this Agreement. City is responsible for all access to the Service and use of the Data by City's personnel or g. Prohibited Uses. City agrees not to access the Service designated Users,whether or not City has knowledge of by any means other than through the interface that is or authorizes such use. City shall assign to the Users provided by Vendor for use in accessing the Service. one of the permissions levels as outlined in Schedule B. City shall not access the Service for the purpose of data City is responsible for ensuring that all relevant contact mining or extracting content from the Service beyond information of the Users (such as legal names, email City's end use. City shall not resell the Vendor Data or addresses, telephone numbers, etc.) is correctly set-up Service to third parties, in whole or in part. Without in the Service. Vendor shall have the right at all times limiting the generality of the foregoing, City shall not to ensure that the number and identity of Users is use the Service except for its own City's Data. City limited to those specified in Schedule B. It is not may not use the Service or Vendor Data for any permissible to share Login Identifications between purpose not expressly provided for in this Agreement. individuals or transfer Login Identifications to other parties without prior written permission of Vendor. The Service has been designed so that each City's Data can only be accessed by that City (including City's 4. Technical and Administrative Contacts. The names Users) so that each User can access only the of City's technical and administrative contacts (the information to which it is entitled as determined by "City's Representatives") for all communications City. City agrees that it will not attempt to access, between City and Vendor pertaining to this Agreement download, copy or otherwise use any information are set out in the attached Schedule B. City represents provided by the Service that City is not authorized to that the City's Representatives have the power to act on access, and City agrees to ensure that each individual behalf of City with respect to this Agreement. City User authorized by City does not do so or attempt to do may change these contacts by providing written notice so. If, however, City or any User authorized by City to Vendor. Page 1 of 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 WaterTrax USA, Inc. Customer Service Agreement does access, receive or otherwise obtain any such Service, complies with current data format unauthorized information,then City agrees to treat such requirements specified by Vendor, and that all parties information as strictly confidential and promptly notify having an interest in such information have consented Vendor, and not to download, copy, transmit or to the information being submitted. Failure to comply otherwise use any of such unauthorized information, with data formats may see data rejected, or improperly except as may be expressly authorized by Vendor. posted or acted upon. City shall, at all times,ensure that all appropriate user and default settings have been 9. Privacy. Vendor will at all times comply with the selected. City also acknowledges that Vendor does not Privacy Policy as posted on its website at check user or default settings or City's Data posted to www.watertrax.com. City's database for accuracy. City is responsible for all access to the Service and use of the City's Data by 10. Security. Vendor will maintain the Service at a City's personnel or the use of City's account, whether reputable third party Internet service provider and or not City has knowledge of or authorizes such use. hosting facility,where commercially reasonable security City and Users shall maintain the confidentiality of precautions are taken to prevent unauthorized access to password and account log-in identification. City the Service. City acknowledges that, notwithstanding acknowledges that Vendor has no control over the such security precautions, use of, or connection to the source, quality, format, nature, ownership or legality of Internet provides the opportunity for unauthorized third information submitted to the Service by the City and parties to circumvent such precautions and illegally gain that the City is responsible for any claims or liabilities access to the Service and City's Data. that may arise from the City's actions in submitting ACCORDINGLY, VENDOR CANNOT AND DOES information to the Service. NOT GUARANTY THE PRIVACY, SECURITY, OR AUTHENTICITY OF ANY INFORMATION SO 13. Dealing with Third Parties. City's correspondence or TRANSMITTED OR STORED IN ANY SYSTEM business dealings with third parties accessed through CONNECTED TO THE INTERNET. the Service, including payment and delivery of related goods or services, and any other terms, conditions, 11. Rights in Data. All property rights in the City's Data warranties or representations associated with such that is provided by City, or by any party authorized by dealings,are solely between City and such third parties. City to submit data to the Service, including without City agrees that Vendor is not responsible or liable for limitation copyrights, are and shall continue to be the any loss or damage of any sort incurred as the result of exclusive property of City. City acknowledges and any such dealings. agrees that Vendor may disclose City's Data if required to do so by law or with prior written consent of the The Service may provide, or third parties may provide, City. Vendor may provide statistical information,using links to other World Wide Web sites or resources. City's data, to third parties, but such information will Because Vendor has no control over such sites and not include personally identifying information. Vendor resources, City acknowledges and agrees that Vendor is may access City's Data to respond to service or not responsible for the availability of such external sites technical problems with the Service. or resources, and does not endorse and is not responsible or liable for any content, advertising, Vendor shall retain City's Data for a period of thirty products, or other materials on or available from such (30) days after expiration or termination of this sites or resources. City further acknowledges and Agreement. After thirty (30 days), Vendor may delete agrees that Vendor shall not be responsible or liable, and destroy all City's Data without notice or further directly or indirectly, for any damage or loss caused or liability to the City. alleged to be caused by or in connection with use of or reliance on any such content, goods or services Vendor reserves the right to establish (and notify the available on or through any such site or resource. City of) a maximum amount of memory or other computer storage and a maximum amount of City's 14. Warranty. Data that City may post, store, or transmit on or through the Service. Vendor warrants that: 12. Responsibility/Indemnity. City will ensure that all (I) It has the power, authority and capacity, and has information submitted to the Service by City, or by any received all necessary authorizations and approvals, to party authorized by City to submit City's Data to the enter into this Agreement, (II) it owns or has all rights Page 2 of 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 WaterTrax USA, Inc. Customer Service Agreement in and to the intellectual property rights in the Service WITHOUT LIMITING THE GENERALITY OF THE necessary to grant the licenses granted in this FOREGOING, AND EXCLUDING ANY Agreement, (III) the use of the Service in accordance INDEMNIFIED CLAIMS UNDER SECTION XI OF with the terms of this Agreement does not,and will not THE PARTIES' AGREEMENT, VENDOR infringe on the intellectual property rights of a third LIABILITY TO CITY PURSUANT TO THIS party, (IV) the Service will conform to the written AGREEMENT, INCLUDING LEGAL FEES AND descriptions that have been provided to the City as are AWARDABLE COSTS, SHALL NOT EXCEED set out in the Schedules to this Agreement and that are FEES PAID BY THE CITY TO THE VENDOR found at www.watertrax.com at the date of this DURING THE TRAILING TWELVE MONTH Agreement,(V)Vendor will take all reasonable steps to PERIOD. ensure the Service will be free of viruses, malicious codes and spy-ware throughout the term of this 16. After Sales Service and Professional Services — The Agreement, (VI) Vendor will undertake all reasonable after sales services as outlined in Schedule D and efforts to correct any material errors in the service. Professional Services outlined in Schedule F will be performed as a condition of this contract. If after sales 15. Disclaimer and Limitation of Liability. services are performed on-site at the City's place of business,due to staff availability,these services may be EXCEPT AS PROVIDED IN THE WARRANTY performed by professional staff employed by Aquatic ABOVE, THE WARRANTY IN SECTION IX OF Informatics Inc., a related Canadian corporation THE AGREEMENT,AND THE INDEMNIFICATION offering the same services as Vendor. PROTECTION PROVIDED FOR BY SECTION XI OF THE AGREEMENT, THE CITY EXPRESSLY 17. Termination for Breach: Upon the occurrence of any UNDERSTANDS AND AGREES THAT: of the following events: (i) the other party materially breaches or defaults in any of the material terms or CITY'S USE OF THE SERVICE IS AT CITY'S SOLE conditions of this Agreement, (ii)the other party makes RISK. THE SERVICE IS PROVIDED ON AN "AS any assignment for the benefit of creditors, is insolvent IS"AND"AS AVAILABLE"BASIS. or unable to pay its debts as they mature in the ordinary course of business, or (iii) any proceedings are VENDOR MAKES NO REPRESENTATION OR instituted by or against the other party in bankruptcy or WARRANTY THAT (I) THE SERVICE WILL BE under any insolvency laws or for reorganization, UNINTERRUPTED, TIMELY, SECURE, OR receivership or dissolution, then the non-defaulting ERROR-FREE, (11) THE PERFORMANCE OF THE party may give the other party written notice of such INTERNET WILL BE UNINTERRUPTED OR default and an opportunity to cure the default within PERFORM AT SPECIFIED RATES, (III) CITY'S thirty (30) days after receipt of such notice, failing INTERNET SERVICE PROVIDER WILL PROVIDE which the non-defaulting party may cancel this UNINTERRUPTED SERVICE OR PERFORM AT Agreement without notice. This remedy to terminate the SPECIFIED RATES, AND (IV) CITY'S EMAIL Agreement for breach is in addition to the termination SERVICE WILL PERFORM AS WARRANTED. for convenience that is authorized under Section V of the Agreement. EXCLUDING INDEMNIFIED CLAIMS UNDER SECTION XI OF THE PARTIES' AGREEMENT, 18. Effect of Termination: Notwithstanding the foregoing, THE CITY EXPRESSLY UNDERSTANDS AND upon termination Vendor shall provide reasonable AGREES THAT VENDOR SHALL NOT BE LIABLE assistance to City in the migration of its City's Data as FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, reasonably requested by City. City agrees to pay in CONSEQUENTIAL OR EXEMPLARY DAMAGES, advance for all such services rendered to City (data INCLUDING BUT NOT LIMITED TO, DAMAGES migration fees shall not be assessed if Vendor is the FOR LOSS OF REVENUES, PROFITS, GOODWILL, party in breach). City shall pay Vendor all other USE, FAILURE TO REALIZE EXPECTED accrued and unpaid fees concurrently with giving notice SAVINGS, OR OTHER INTANGIBLE LOSSES, of termination. RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; OR (II) 19. Publicity. Upon written request and advance approval INVALID DESTINATIONS OR TRANSMISSION by the City, Vendor may use City's name as part of a ERRORS. general list of customers and may refer to City as a user of the Service in general advertising and marketing Page 3 of 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 WaterTrax USA, Inc. Customer Service Agreement materials. Each party shall obtain the other's permission prior to using the other party's name for any other marketing or promotional purposes. The parties agree that any press release or other public comments issued by either party relating to this agreement will be prepared jointly between Vendor and the City. 20. Force Majeure. Neither party is liable for any delay, interruption or failure in the performance of its obligations if caused by acts of God, war (declared or undeclared), fire,flood, storm, slide, earthquake,power failure, inability to obtain equipment, supplies or other facilities not caused by a failure to pay, labour disputes, or other similar event beyond the control of the party affected which may prevent or delay such performance. If any such act or event occurs or is likely to occur,the party affected shall promptly notify the other, giving particulars of the event. The party so affected shall use reasonable efforts to eliminate or remedy the event. Page 4 of 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule A to Exhibit A Description of Service and Payment Terms 1. Payment Terms. In consideration of the use of the Service, City shall pay Vendor the Annual Subscription Fee stated below on the Effective Date, and they shall pay the Annual Subscription Fee on or before the anniversary of the Effective Date each year thereafter. Vendor may amend its fees for any renewal term on 30 days notice to City given prior to the expiration of the current term in the amounts set out in section 2 below. Any applicable taxes are not included in this fee. 2. Annual Subscription Fee for Systems/Facilities under Agreement. The City agrees to pay the annual fees for use of the Vendor software products and modules listed in the table below for one(1)drinking water system. Module Annual Subscription Fee Water Data Management $7,500 Additional Users $2,000 Sampling Planner—Water $1,500 WaterTrax Mobile $1,500 Mapping Module $0 Total Annual Subscription Fee $12,500 Annual Subscription Fees for subsequent renewals are set out below(based on the assumption that City's useage levels remain unchanged Total Annual Subscription Fee-Year 2 $12,500 Total Annual Subscription Fee-Year 3 $12,500 Total Annual Subscription Fee-Year 4 $12,875 Total Annual Subscription Fee-Year 5 $13,261 City acknowledges that additional modules, additional systems/facilities being managed, or additional users to those listed in Schedule B may require adjustments in pricing. City certifies that the information is accurate and agrees to notify Vendor of any material change in the information. 3. Late Fees.If any payment due under this Agreement is more than 30 days overdue, Vendor may charge interest at the rate of 1%per month. 4. Modifications. Vendor may from time to time modify or enhance the Service. Vendor will endeavour to give City notice of this. Unless explicitly stated otherwise, any new features that augment or enhance the Service are subject to the terms of this Agreement. Vendor is not responsible for the installation, configuration or maintenance of the City's LAN or WAN or software associated with such networks,or any third party network or connection such as provided by City's internet service provider required in order to access and use the Service. Vendor reserves the right to interrupt access to the service from time to time for regular maintenance, and will endeavour to give City notice of such scheduled maintenance. Page 5 of 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule B to Exhibit A Registered Users 1. Registered Users WaterTrax Data Mana ement Title Number of Users Functionality in the Service • Add/edit/delete Owners Administrator 4 • Set/edit global database preferences • Eve thing below • Add/edit/delete System Users,Data Users,and Viewers Owner 0 • Eve thing below • Modify database structure(Add/edit/delete systems,facilities, sampling point,and measurements) System User 10 • Set/edit alert and criteria levels • Eve thing below • Add/edit/delete data records Data User 1 • Eve thing below • View data Viewer 6 • Receive email and onscreen alerts • Generate reports,exports and graphs WaterTrax Mobile Title Number of Users Functionality in the Service • Ability to enter,edit,delete data using a mobile device(smart phone,tablet or laptop) Mobile 10 • Ability to enter data in online(connected to the internet)or offline(data is stored on the device for later submission when connected to the internet Page 6 of 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule C to Exhibit A Service Levels Support and maintenance is provided with all Services. Vendor will maintain the Services at the latest release making new enhancements and improvements available as part of Vendor's development methodology. In addition to regular maintenance of the Services,Vendor will support City by answering queries from technically-trained users designated by City and resolve such queries in a manner set out below 1.0 DEFINITIONS (a) "Case priority 1" means the Service has a system outage or does not work per user documentation, business operations have been severely disrupted and no work around is immediately available; (b) "Case priority 2" means the Service does not work per user documentation, business operations can continue in a restricted fashion (although long-term productivity might be adversely affected)and no work around is immediately available; (c) "Case priority 3" means the Service does not work per user documentation, impaired operations of some components, but allows the user to continue using the software,a work around exists but it is not obvious or is difficult and as a result there is significant impact productivity or efficiency; (d) "Case priority 4" means the Service does not work per user documentation, business operations are not significantly impacted; (e) "Case priority 5" means the Service does not work per user documentation and does not affect business operations or service does not work as expected and is not in user documentation or is an enhancement request; (f) "Documentation" means the instruction manual or help on the Service; (g) "Operating Hours"are 7:30 am—5:00 pm (Mon—Fri) Pacific Time excluding Province of British Columbia and Canadian statutory holidays via the Vancouver, Canada office,and 9:00 am -5:00 pm (Mon—Fri) Australian Eastern Standard Time excluding Tasmanian and Australian statutory holidays via Hobart, Australia office; (h) "Resolution" means one or more of the following outcomes:a)a mutually acceptable work around, b)a configuration/data change or c)a Service Change; (i) "Service Change" means changes to Service functionality; 2.0 SUPPORT AND MAINTENANCE SERVICES 2.1 Description of Services. During any Subscription Term and subject to the provisions of this Agreement,Vendor will use commercially reasonable efforts to provide the following Support and Maintenance Services: (a) Live telephone support with a support representative during Operating Hours; (b) Email support during Operating Hours; (c) Live Web conferencing with a support representative during Operating Hours where required to understand the support case; (d) Case tracking through our online case tracking system;and (e) Access to an online Support Portal 24 hours a day,7 days a week. 2.2 Support Service Level Agreement ResponseCase Priority Initial 1 1 business day or sooner 2 business days 2 1 business day 3 business days 3 1 business day 10 business days Page 7 of 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule C to Exhibit A Service Levels 4 1 business day At Vendor's discretion 5 At Vendor's discretion At Vendor's discretion (a) Vendor's recovery time objective(being the maximum time period between an Vendor Service is reported to be out of service/unavailable and when that same Service is restored ("RTO") is 2 business days. (b) Vendor's recovery point objective(being the time period when data may be lost from the Service since the last backup of data ("RPO")is 24 calendar hours (c) Initial Response and Target Time to Resolution time periods start once a case is logged in Vendor's Support Portal. (d) Resolution times may exceed the Target Time to Resolution time targets depending on the complexity involved in determining the root cause of the case and the complexity of finding a resolution for it. Should this situation arise for priority 1 or 2 cases,the Customer will be provided a credit towards their next Annual Subscription Fee calculated as follows: a. Credit=Annual Subscription Fee X((Number of business days in excess of Target Time in a given Subscription Term)/(Total Number of business days in the same Subscription Term)) (e) The credit for any Subscription Term cannot exceed the Annual Subscription Fee. (f) Subscription Term Credits can only be used as a rebate toward the purchase of a subsequent Subscription Term and otherwise has no cash value. (g) Subscription Term Credits are City's sole remedy if resolution times exceed the Target Time to Resolution. 2.3 Resolution of Service Anomaly. A Service anomaly will be considered to be resolved when: (a) the Service is working in substantial accordance with the Documentation when operated on the supported hardware,operating system and peripheral as designated by Vendor; or (b) Vendor has advised the Customer of one of the following: (i) how to correct or bypass the Service anomaly; (ii) that the anomaly falls within an exception to this Agreement. 3.0 EXCEPTIONS 3.1 Support and Maintenance Exclusions. Maintenance and Support Services are not provided for and do not apply to: (a) third party software and middleware or services; (b) when the Customer is in breach of this Agreement or any other agreement between the Company and the Customer; (c) Services that are improperly implemented; (d) Hardware, peripherals(including printers)or software other than the Service; (e) Anomalies in the Service that are not reproducible;or (f) Anomalies,damage or problems in the Service or its operation caused by: i. an incompatible or non-functioning configuration,operating system or hardware system; ii. accident,abuse or misapplication for which Vendor is not responsible; iii. malfunction or non-performance of products supplied by third parties; iv. use contrary to its intended purpose or contrary to the Documentation;or V. any other matters beyond Vendor's control. 3.2 Third Party Vendors. The Customer will look solely to the third party vendors of third party software, middleware, hardware or peripheral if there are any anomalies,damage or problems to the Services Offering in or caused by such software, middleware, hardware and/or peripheral. Page 8 of 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule C to Exhibit A Service Levels 3.3 Interfaces.Vendor will not be responsible for any of the Customer's integration requirements for the Services Offering resulting from a Customer's use of third party vendors who may not integrate with the Services Offering. Page 9 of 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule C to Exhibit A Service Levels Service Commitment Vendor will use commercially reasonable efforts to make Services available with a Monthly Uptime Percentage(defined below)of at least 99.9%, in each case during any calendar month (the"Service Commitment"). In the event Services do not meet the Service Commitment,you will be eligible to receive a Service Credit as described below. Definitions 1) "Monthly Uptime Percentage" is calculated by subtracting from 100%the percentage of minutes during the month in which Services,as applicable,was"Unavailable." Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Services SLA Exclusion (defined below). 2) "Unavailable" means Your Service has no external (to/from internet)connectivity. 3) A"Service Credit" is a dollar credit,calculated as set forth below,that we may credit back to an eligible account. Service Commitments and Service Credits Service Credits are calculated as a percentage of the total monthly-equivalent charges paid by you (excluding one-time payments such as upfront payments made for initial instance setup)for Services in accordance with the schedule below. Monthly Uptime Percentage Service Credit% Less than 99.9%but equal to or greater than 99.0% 10% Less than 99.0% 30% We will apply any Service Credits only against future Services payments otherwise due from you.Service Credits will not entitle you to any refund or other payment from Vendor.A Service Credit will be applicable and issued only if the credit amount for the applicable billing cycle is greater than one dollar($1 USD).Service Credits may not be transferred or applied to any other billing account. Unless otherwise provided in the Agreement,your sole and exclusive remedy for any unavailability, non-performance,or other failure by us to provide Services is the receipt of a Service Credit(if eligible) in accordance with the terms of this Schedule. Credit Request and Payment Procedures To receive a Service Credit,you must submit a claim by opening a support case with Vendor.To be eligible,the credit request must be received by us no later than calendar 15 days after the end of the billing cycle that the unavailability incident occurred within and must include: 1) the words"Services SLA Credit Request" in the subject line; 2) the dates and times of each Unavailability incident that you are claiming; 3) the URL(s)to the affected Services instance(s);and 4) your request logs that document the errors and corroborate your claimed outage(any confidential or sensitive information in these logs should be removed or replaced with asterisks). If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment,then we will issue the Service Credit to you within one month after your request is confirmed by us.Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. Page 10 of 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule C to Exhibit A Service Levels Services SLA Exclusions The Service Commitment does not apply to any unavailability,suspension or termination of Services, or any other Services performance issues: (i)that result from a suspension of your Service for reasons set out in the Agreement; (ii)caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the infrastructure provider for Services); (iii)that result from any actions or inactions of you or any third party; (iv)that result from your equipment,software or other technology and/or third party equipment, software or other technology(other than third party equipment within our direct control);(v)that result from failures of individual instances not attributable to Services Unavailability; (vi)that result from any maintenance as provided for pursuant to the Agreement; (vii)arising from our suspension and termination of your right to use Services in accordance with the Agreement; or(viii)arising from downtime related to scheduled maintenance windows(defined below) (collectively,the"Services SLA Exclusions"). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation,then we may issue a Service Credit considering such factors at our discretion. Scheduled Maintenance Windows From time to time,your Service instance may require maintenance to upgrade or repair hardware or software that will cause downtime and therefore unavailability to you.We will notify you at least 7 calendar days before such maintenance is required and provide an estimate of the duration required to perform the maintenance. Most maintenance can be performed with less than 2 hours of downtime but some may take longer. We will work with you to schedule a start time&date for the maintenance(a scheduled maintenance window)that is mutually acceptable to you and us. Once maintenance has started at the agreed time,we will use commercially reasonable efforts to return your Services instance(s)to service within the estimated duration window—but this will not always be possible due to unforeseen complications that may arise. Scheduled Maintenance Windows are excluded from the Services SLA. Page 11 of 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule D to Exhibit A Implementation and Training Services 1. Initial Setup and Training. Upon completion of initial setup and training,Vendor shall invoice the City$19,750 plus training expenses for the following scope of work. This is a one-time fee for professional services and is separate from the annual software subscription fee outlined in Schedule A. Project initiation/management. Establishing and configuring your Vendor account Training Initial quality control audit of your lab data uploads Sampling Planner setup and training Mapping setup and training. WaterTrax Mobile setup and training Historical data upload Training expenses will be invoiced based on actual disbursements or at standard rates. Any applicable taxes are not included in these fees. 2. Additional Training Services - Existing Users. Vendor is available to provide specific training to existing Users of the Service at the request of the City. Such services will be charged based upon the requested scope of training services at the current Vendor Professional Services rates. 3. Additional Training Services-New Users. If new Users are added to the Subscription,they will require to be trained to have access to our Technical Support Services. Vendor is available to provide training to new Users of the Service and such training will be provided at the current Vendor Professional Services rates. 4. Historical Data Upload-Vendor is available to provide professional services to configure the upload file and upload historical data into your Vendor database at the request of the City. Such services will be charged based upon the requested scope of historical data upload at the current Vendor Professional Services rates. 5. Custom Development - Vendor can provide custom development services to enhance/modify the Vendor Service to meet the specific needs of the City at your request. Such services will be charged based upon the requested scope of Custom Development at the current Vendor Professional Services rates 6. Account Audits/QC—Following the initial quality control audit, Vendor is available to provide follow up audits of your account setup .and lab data uploads to ensure consistent database setup and data entry procedures are in place and being followed by your users. Such services will be charged based upon the requested scope and frequency of the audits at the current Vendor Professional Services rates. Page 12 of 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule E to Exhibit A Professional Services City of Kent - Statement of Work WaterTrax Implementation October 10, 2019 1 AJ Leitch City of Kent SOW—WaterTrax Implementation 1 13 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule E to Exhibit A Professional Services Table of Contents WATER DATA MANAGEMENT SOFTWARE. 4 M(l aquaticinformatics.com Background 15 Project Management Services 15 WaterTrax Configuration 16 Lab Integration 16 SCADA Integration 17 Training 18 Historical Data Migration 19 Invoicing Milestones 20 City of Kent SOW—WaterTrax Implementation 14 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule E to Exhibit A Professional Services Background City of Kent requires a drinking water compliance data system to support their data collection, analysis and reporting needs. This system will be used by city field workers, managers and external water quality labs. This document is designed to provide the City of Kent a clear understanding of the services Vendor will provide in order to fully deploy WaterTrax within their organization. Additionally, this document will identify the aspects of the process for which City of Kent is responsible and which aspects for which the Aquatic Informatics implementation team is responsible. Project Management Services Description: Vendor will provide a dedicated resource to the City of Kent WaterTrax implementation to perform project management functions such as scope definition and management, communication, issue tracking and risk management. The project manager will be fully responsible for the complete and accurate implementation of Vendor's proposed solution. This resource will be performing the the WaterTrax Configuration so as to ensure a deep knowledge of City of Kent's requirements and be able to act quickly on issues that may arise. The Vendor project manager will be responsible for ensuring communication with all customer stakeholders and Vendor project resources is frequent, relevant and timely. City of Kent can expect, at a minimum, a kick off meeting to confirm the scope of implementation and a series of weekly core team meetings (30 to 60 minutes in length) for the duration of the implementation. These meetings will be conducted as a conference calls, will have an agenda and be minuted. This will be the forum for reviewing progress of the implementation, requesting feedback and resolving any issues that may arise. Deliverables from Aquatic Informatics: • Minutes from all meetings • Issue tracking • Project scope and schedule document • Regular communication of project status City of Kent responsibilities: • Identification of a small core team team of city staff who are empowered to make decisions around the implementation of WaterTrax o Ideally this team is 2 people - a representative from the Admin User group and a representative from the Data Collectors user group. • Ensure City of Kent core team members are provided adequate time to attend project meetings, gather information, consult with the larger user group and City of Kent stakeholders and perform the review tasks identified in this Statement of Work City of Kent SOW—WaterTrax Implementation 1 15 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule E to Exhibit A Professional Services WaterTrax Configuration Description: The typical WaterTrax implementation flow is as follows o User Setup: ■ Users are created ■ Roles are assigned o Hierarchy Setup: ■ Alerts ■ Sampling locations ■ Measurements o Round-sheet Setup: ■ Log Sheets ■ Mobile Sheets ■ Data Entry Sheets o Sampling Plan Setup: ■ Sample Types, Classes, Schedules ■ Reminders &Alerts ■ Reports o Report Templates Setup ■ Water System Data Report ■ Water Quality Report ■ Tabular Report ■ Export Reports/Regulatory Report Templates o Mapping Setup ■ Mapping setup Deliverables from Aquatic Informatics: • A configured WaterTrax instance • All modules purchased are set up and available to the appropriate users City of Kent responsibilities: • Provide the Aquatic Informatics implementation team with the information required for each phase of the implementation. • Attend scheduled core team meetings to review and provide feedback on the elements of the WaterTrax system implemented since the previous core team meeting. Assumptions: Lab Integration Description: The laboratories used by City of Kent for their water quality testing will be provided access to an FTP site that is monitored by WaterTrax. The laboratory will be responsible for providing test results in the City of Kent SOW—WaterTrax Implementation 1 16 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule E to Exhibit A Professional Services WTX 2.0 file format and coded using WaterTrax location, sampling and analyte codes. The Aquatic Informatics implementation team will work with the lab to support their creation of a valid results file. Deliverables from Aquatic Informatics: • Configure an FTP site that each City Kent authorized lab partner may access • For each lab City of Kent uses, Vendor will o Engage with the designated Lab contact to explain WTX 2.0 file format and the FTP upload process o Provide required location, sampling and analyte codes o Provide access to the FTP site (for lab to upload results) • Provide the designated lab user(or users) access to the Aquatic Informatics Support Portal so that they may request support once City of Kent is live on WaterTrax City of Kent responsibilities: • Ensure that the WaterTrax lab authorization form is signed by each lab City of Kent • Engage with their lab should Aquatic Informatics not receive timely responses to requests for meetings and test uploads Assumptions: • City of Kent's laboratories are willing and able to produce the required WTX 2.0 formatted results file. • The Lab Integration service is considered"complete"when the following items are delivered to each of City of Kent's laboratories o FTP access o WTX 2.0 file format explanation o Location, sampling and analyte codes for the sites that are tested by the lab SCADA Integration Description: It is possible to integrate City of Kent's SCADA system with WaterTrax in a similar manner to how lab results are electronically transferred via FTP. Deliverables from Aquatic Informatics: • Explanation of the WTX 2.0 file format and the FTP Upload process • Provide required location, sampling and analyte codes that map to City of Kent's SCADA tags • Provide access to the FTP site • Provide support to City of Kent staff as they develop processes to extract data from their SCADA system into the WTX 2.0 file format City of Kent responsibilities: • Implement a process to transform their SCADA data into the WTX 2.0 file format • Implement a process to move the WTX 2.0 files on to the FTP site from an internal file store location. Note this could be a manual or programmatic process. Assumption: • City of Kent requires "summary"data only from their SCADA system in WaterTrax. The full high resolution time series from the SCADA historian is NOT required to be visible in WaterTrax. City of Kent SOW—WaterTrax Implementation 1 17 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule E to Exhibit A Professional Services • The SCADA Integration service is considered"complete"when the following items are delivered to City of Kent o FTP access o WTX 2.0 file format explanation o Location, sampling and analyte codes for their SCADA tags Training Description: Aquatic Informatics proposes to train City of Kent staff remotely. All sessions will be recorded and delivered to the City of Kent for staff to access should they require review. The training sessions, duration, type of attendee suitable for each session and max participants are as follows • Administrative User Training o Approximately 4 hours in duration o Administrative users o Up to 8 participants • Data Collector User Training o Approximately 4 hours in duration o Data Collector and Administrative users o Up to 8 participants • Report Viewer User Training o Approximately 2 hours in duration o View users (it would be a good idea for one or two Administrative Users to attend this session as well) o Up to 8 participants Deliverables from Aquatic Informatics: • 1 Administrative User Training Session • 2 Data Collector User Training Sessions • 1 Report Viewer User Training Session City of Kent responsibilities: • Ensure staff are provided adequate time to attend and focus on training Assumptions: • Training is delivered remotely Sample Training Agendas • Administrative User Training Agenda—4 hours o Introductions o Navigating WaterTrax o Hierarchy City of Kent SOW—WaterTrax Implementation 18 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule E to Exhibit A Professional Services o User Management o Alerts and Criteria o Lab Report Inbox o Data Entry o Audit Trail o Reports, Graphs and Exports • Data Collector User Training Agenda—4 hours o Introductions o Access and User settings o User documents and new release messages o Navigating through the hierarchy(database) structure o Search function o Alert InboxAll alerts are permanently stored here o Submitting samples to the lab o Data Entry o Audit Trail o Lab Report Inbox o Parameters Pages o Reports, Graphs and Exports Historical Data Migration_ Description: Aquatic Informatics does provide historical data migration services. The City of Kent RFI does not indicate whether this service is required. The historical data migration process involves formatting existing data into a WaterTrax defined file format and then uploading it to WaterTrax. Customers are able to do this process themselves once they understand the file format and how their historical data elements such as locations, sampling points, analytes and units map into the WaterTrax equivalent codes. Deliverables from Aquatic Informatics: • TBD City of Kent responsibilities: • TBD Assumptions: • TBD City of Kent SOW—WaterTrax Implementation 1 19 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 Schedule E to Exhibit A Professional Services Invoicing Milestones Milestone What Percentage Users created and logons provided to Subscription fees 100% City of Kent Users created and logons provided to Implementation Service Fees 50% City of Kent Sampling planner configured Implementation Service Fees 25% WaterTrax configuration, Lab Implementation Service Fee 25% Integration and SCADA Integration Complete Training Delivered Training Fees 100% Historical Data Uploaded to Data Migration Fees 100% WaterTrax City of Kent SOW—WaterTrax Implementation 20 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 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 Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Professional Liability insurance appropriate to the Consultant's profession. 4. Cyber Liability insurance. 5. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. Coverage may be in the form of an underlying GL policy combined with an Umbrella/Excess policy in order to meet the limits required. EXHIBIT B Page 1 of 2 DocuSign Envelope ID: E659E4D4-DFEE-4D6D-857E-7054B39E2AD4 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate limit. 4. Cyber Liability insurance shall be written with limits no less than $1,000,000 per occurrence C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. EXHIBIT B Page 2 of 2 WATEUSA-01 EMINOR ,4coR0 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 6/12/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hub International Northwest LLC PHONE FAX PO Box 3018 (A/C,No,Ext): (425)489-4500 (A/C,No):(425)485-8489 Bothell,WA 98041 ADDRESS:now.info@hubinternational.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:The Travelers Indemnity Company of America 25666 INSURED INSURER B:The Travelers Indemnity Company 25658 Watertrax USA Inc. INSURER C: 1999 Broadway,Ste 830 INSURER D: Denver,CO 80202 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM DD YYY MM DD YYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE � OCCUR H6608L398800TIA20 3/1/2020 3/1/2021 DAMAGE TO RENTED 500,000 PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 25,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICYEl PECOT- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 2,000,000 Ea accident $ ANY AUTO BA9K99254A20NP 3/1/2020 3/1/2021 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES ACORD 101,Additional Remarks Schedule,may be attached if mores ace is required) CERTIFICATE HOLDER AND ANY OTHER ENTITY,IF REQUIRED BY WRITTEN CONTRACT,ARE AN ADDITIONAL INSURED PER ATTACHED FORMS. COVERAGE IS PRIMARY AND NON-CONTRIBUTORY PER ATTACHED FORMS.30 DAYS NOTICE OF CANCELLATION WILL BE PROVIDED. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Kent THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. 220 Fourth Avenue South Kent,WA 98032 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ,ac`oizo° CERTIFICATE OF LIABILITY INSURANCE DAT / 0 6/12/12/2020 Y) 020 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,ANDTHE 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 HUB International Insurance Brokers NAME: 400-4350 Still Creek Drive aC NNo Ext: 604-269-1000 aC No): Burnaby,BC V5C OG5 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Insurance Company of Canada INSURED INSURER B: WaterTrax USA,Inc. 1999 Broadway,Ste 830 INSURER C: Denver,CO 80202 INSURER D INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER:D2H8CQ8L REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE CLAIMS-MADE OCCUR PREM SESOEa occu ence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ JECT POLICY❑PRO ❑ LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR HCLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability&Cyber Liability TRV0353679 03/01/2020 03/01/2021 Errors&Omissions 5,000,000 E&O Annual Aggregate $ 5,000,0001 Claims Made Form $ 3rd Party Cyber,Network $ 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Network and Information Security Liability Retroactive Date:December 20,2016 Errors and Omissions Liability Retroactive Date:December 20,2016 The Certificate Holder is added as an Additional Insured on the Cyber Liability policy but only with respect to the operations of the Named Insured. Should any of the above policies be cancelled before the expiration date thereof,the issuing company will mail 30 days written notice to the Certificate Holder. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Kent AUTHORIZED REPRESENTATIVE 220 Fourth Avenue South Kent,WA 98032 � �4 Page 1 of 1 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER: H-660-8L398800-TIA-20 ISSUE DATE: 08-14-20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s): CITY OF KENT 220 FOURTH AVENUE SOUTH KENT, WA 98032 Section II —Who Is An Insured is amended to include as an additional insured the person(s)or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "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 the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG D4 11 04 08 ©2008 The Travelers Companies,Inc. Page 1 of 1 Includes the copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER: H-660-8L398800-TIA-20 ISSUE DATE: 08-14-20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 30 PERSON OR ORGANIZATION: CITY OF KENT ADDRESS: 220 FOURTH AVENUE SOUTH KENT WA 98032 PROVISIONS: If we cancel this policy for any statutorily permitted above. We will mail such notice to the address shown reason other than nonpayment of premium, and a in the schedule above at least the number of days number of days is shown for cancellation in the shown for cancellation in the schedule above before schedule above, we will mail notice of cancellation to the effective date of cancellation. the person or organization shown in the schedule IL T4 05 03 11 ©2011 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT 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 cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage— Ex- K. Blanket Additional Insured — Persons Or Or- ception To Expected Or Intended Injury Ex- ganizations For Your Ongoing Operations As clusion Required By Written Contract Or Agreement B. Non-Owned Watercraft Less Than 75 Feet L. Blanket Additional Insured— Broad Form C. Aircraft Chartered With Pilot Vendors D. Damage To Premises Rented To You M. Who Is An Insured— Unnamed Subsidiaries E. Increased Supplementary Payments N. Who Is An Insured —Liability For Conduct Of F. Who Is An Insured — Employees And Volun- Unnamed Partnerships Or Joint Ventures teer Workers — First Aid O. Medical Payments— Increased Limits G. Who Is An Insured—Employees— Supervi- P. Contractual Liability— Railroads sory Positions Q. Knowledge And Notice Of Occurrence Or Of- H. Who Is An Insured— Newly Acquired Or fense Formed Organizations R. Unintentional Omission 1. Blanket Additional Insured —Owners, Manag- S. Blanket Waiver Of Subrogation ers Or Lessors Of Premises J. Blanket Additional Insured — Lessors Of Leased Equipment PROVISIONS B. NON-OWNED WATERCRAFT LESS THAN 75 A. REASONABLE FORCE PROPERTY DAMAGE — FEET EXCEPTION TO EXPECTED OR INTENDED IN- The following replaces Paragraph (2) of Exclusion JURY EXCLUSION g., Aircraft, Auto Or Watercraft, in Paragraph 2. The following replaces Exclusion a., Expected Or of SECTION I — COVERAGES — COVERAGE A Intended Injury, in Paragraph 2., of SECTION I — BODILY INJURY AND PROPERTY DAMAGE COVERAGES — COVERAGE A BODILY IN- LIABILITY: JURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: a. Expected Or Intended Injury Or Damage (a) Less than 75 feet long; and "Bodily injury" or "property damage" expected or (b) Not being used to carry any person or intended from the standpoint of the insured. This property for a charge. exclusion does not apply to "bodily injury" or C. AIRCRAFT CHARTERED WITH PILOT "property damage" resulting from the use of rea- sonable force to protect any person or property. The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION CG D4 17 01 12 v 2012 The Travelers Indemnity Company, All rights reserved, Page 1 of 6 Includes copyrighted material of insurance Services office, Inc,with its permission. COMMERCIAL GENERAL LIABILITY 1 — COVERAGES — COVERAGE A BODILY IN- 4. The following replaces Paragraph a. of the JURY AND PROPERTY DAMAGE LIABILITY: definition of "insured contract" in the DEFINI- This exclusion does not apply to an aircraft that TIONS Section: is: a. A contract for a lease of premises. How- (a) Chartered with a pilot to any insured; ever, that portion of the contract for a lease of premises that indemnifies any (b) Not owned by any insured; and person or organization for "premises (c) Not being used to carry any person or prop- damage" is not an "insured contract"; erty for a charge. 5. The following is added to the DEFINITIONS D. DAMAGE TO PREMISES RENTED TO YOU Section: 1. The first paragraph of the exceptions in Ex- "Premises damage" means "property dam- clusion j., Damage To Property, in Para- age"to: graph 2. of SECTION 1 — COVERAGES — a. Any premises while rented to you or tem- COVERAGE A BODILY INJURY AND porarily occupied by you with permission PROPERTY DAMAGE LIABILITY is deleted. of the owner; or 2. The following replaces the last paragraph of b. The contents of any premises while such Paragraph 2., Exclusions, of SECTION I — premises is rented to you, if you rent such COVERAGES — COVERAGE A BODILY IN- premises for a period of seven or fewer JURY AND PROPERTY DAMAGE LIABIL- consecutive days. ITY: 6. The following replaces Paragraph 4.b.(1)(b) Exclusions c., g. and h., and Paragraphs (1), of SECTION IV — COMMERCIAL GENERAL (3) and (4) of Exclusion j., do not apply to LIABILITY CONDITIONS: "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by (b) That is insurance for "premises damage"; fire unless Exclusion f. of Section I — Cover- or age A — Bodily Injury And Property Damage 7, Paragraph 4.b.(1)(c) of SECTION IV — Liability is replaced by another endorsement COMMERCIAL GENERAL LIABILITY CON- to this Coverage Part that has Exclusion - All DITIONS is deleted. Pollution Injury Or Damage or Total Pollution Exclusion in its title. A separate limit of insur- E. INCREASED SUPPLEMENTARY PAYMENTS ance applies to "premises damage" as de- 1. The following replaces Paragraph 1.b, of scribed in Paragraph 6. of Section III — Limits SUPPLEMENTARY PAYMENTS — COVER- Of Insurance. AGES A AND B of SECTION I — COVER- 3. The following replaces Paragraph 6. of SEC- AGES: TION III —LIMITS OF INSURANCE: b. Up to $2,500 for cost of bail bonds re- 6. Subject to 5. above, the Damage To quired because of accidents or traffic law Premises Rented To You Limit is the violations arising out of the use of any most we will pay under Coverage A for vehicle to which the Bodily Injury Liability damages because of "premises damage" Coverage applies. We do not have to fur- to any one premises. nish these bonds. The Damage To Premises Rented To 2. The following replaces Paragraph 1.d. of You Limit will be: SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- a. The amount shown for the Damage AGES: To Premises Rented To You Limit on d. All reasonable expenses incurred by the the Declarations of this Coverage insured at our request to assist us in the Part; or investigation or defense of the claim or b. $300,000 if no amount is shown for "suit", including actual loss of earnings up the Damage To Premises Rented To to $500 a day because of time off from You Limit on the Declarations of this work. Coverage Part, Page 2 of 6 n 2012 The Travelers indemnity Company. All rights reserved. CG D4 17 01 12 includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY F. WHO IS AN INSURED — EMPLOYEES AND your "employees" who hold a supervisory posi- VOLUNTEER WORKERS—FIRST AID tion. 1. The following is added to the definition of "oc- H. WHO IS AN INSURED — NEWLY ACQUIRED currence" in the DEFINITIONS Section: OR FORMED ORGANIZATIONS Unless you are in the business or occupation The following replaces Paragraph 4. of SECTION of providing professional health care services, 11 — WHO IS AN INSURED of the Commercial "occurrence" also means an act or omission General Liability Coverage Form, and Paragraph committed by any of your "employees" or 3. of SECTION 11 —WHO IS AN INSURED of the "volunteer workers", other than an employed Global Companion Commercial General Liability or volunteer doctor, in providing or failing to Coverage Form, to the extent such coverage provide first aid or "Good Samaritan services" forms are part of your policy: to a person. Any organization you newly acquire or form, other 2. The following is added to Paragraph 2.a.(1) of than a partnership or joint venture, of which you SECTION 11 —WHO IS AN INSURED: are the sole owner or in which you maintain the majority ownership interest, will qualify as a Unless you are in the business or occupation Named Insured if there is no other insurance of providing professional health care services, which provides similar coverage to that organiza- Paragraphs (1 )(a), (b), (c) and (d) above do tion. However: not apply to "bodily injury" arising out of pro- a. Coverage under this provision is afforded viding or failing to provide first aid or "Good only: Samaritan services" by any of your "employ- ees" or "volunteer workers", other than an (1) Until the 180th day after you acquire or employed or volunteer doctor. Any of your form the organization or the end of the employees" or 'volunteer workers" providing policy period, whichever is earlier, if youdo not report such organization in writing or failing to provide first aid or "Good Samari- to us within 180 days after you acquire or tan services" during their work hours for you form it; or will be deemed to be acting within the scope of their employment by you or performing du- (2) Until the end of the policy period, when ties related to the conduct of your business. that date is later than 180 days after you 3. The following is added to Paragraph S. of acquire or form such organization, if you report such organization in writing to us SECTION 111 —LIMITS OF INSURANCE: within 180 days after you acquire or form For the purposes of determining the applica- it, and we agree in writing that it will con- bie Each Occurrence Limit, all related acts or tinue to be a Named Insured until the end omissions committed by any of your "employ- of the policy period; ees" or "volunteer workers" in providing or b. Coverage A does not apply to "bodily injury" failing to provide first aid or "Good Samaritan or "property damage" that occurred before services" to any one person will be deemed to you acquired or formed the organization; and be one "occurrence". c. Coverage B does not apply to "personal in- 4. The following is added to the DEFINITIONS jury" or "advertising injury" arising out of an Section: offense committed before you acquired or "Good Samaritan services" means any emer- formed the organization. gency medical services for which no compen- 1. BLANKET ADDITIONAL INSURED — OWNERS, sation is demanded or received. MANAGERS OR LESSORS OF PREMISES G. WHO IS AN INSURED — EMPLOYEES — SU- The following is added to SECTION 11 — WHO IS PERVISORY POSITIONS AN INSURED: The following is added to Paragraph 2.a.(1) of Any person or organization that is a premises SECTION II —WHO IS AN INSURED: owner, manager or lessor is an insured, but only with respect to liability arising out of the owner- Paragraphs (1)(a), (b) and (c) above do not apply ship, maintenance or use of that part of any prem- to "bodily injury" or "personal injury" to a co- ises leased to you. "employee" in the course of the co-"employee's" The insurance provided to such premises owner, employment by you arising out of work by any of manager or lessor does not apply to: CG D4 17 01 12 C 2012 The Travelers indemnity Company, All rights reserved. Page 3 of 6 includes copyrighted material of Insurance Services Office, inc.with its permission. COMMERCIAL GENERAL LIABILITY a. Any "bodily injury" or "property damage" L. BLANKET ADDITIONAL INSURED — BROAD caused by an "occurrence" that takes place, FORM VENDORS or "personal injury" or "advertising injury" The following is added to SECTION 11 — WHO IS caused by an offense that is committed, after AN INSURED: you cease to be a tenant in that premises; or Any person or organization that is a vendor and b. Structural alterations, new construction or that you have agreed in a written contract or demolition operations performed by or on be- agreement to include as an additional insured on half of such premises owner, manager or les- this Coverage Part is an insured, but only with re- sor. speet to liability for "bodily injury" or "property J. BLANKET ADDITIONAL INSURED — LESSORS damage" that: OF LEASED EQUIPMENT a. Is caused by an "occurrence" that takes place The following is added to SECTION 11 — WHO IS after you have signed and executed that con- AN INSURED: tract or agreement; and Any person or organization that is an equipment b. Arises out of "your products" which are dis- lessor is an insured, but only with respect to liabil- tributed or sold in the regular course of such ity for "bodily injury", "property damage", "per- vendor's business. sonal injury" or "advertising injury" caused, in The insurance provided to such vendor is subject whole or in part, by your acts or omissions in the to the following provisions: maintenance, operation or use by you of equip- ment leased to you by such equipment lessor. a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- The insurance provided to such equipment lessor vide in the written contract or agreement, or does not apply to any "bodily injury" or "property the limits shown in the Declarations, which- damage" caused by an "occurrence" that takes ever are less. place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the b. The insurance provided to such vendor does equipment lease expires. not apply to: K. BLANKET ADDITIONAL INSURED — PERSONS (1) Any express warranty not authorized by OR ORGANIZATIONS FOR YOUR ONGOING you; OPERATIONS AS REQUIRED BY WRITTEN (2) Any change in "your products" made by CONTRACT OR AGREEMENT such vendor; The following is added to SECTION 11 — WHO IS AN INSURED: (3) Repackaging, unless unpacked solely for Any person or organization that is not otherwise the purpose of inspection, demonstration, an insured under this Coverage Part and that you testing, or the substitution of parts under have agreed in a written contract or agreement to instructions from the manufacturer, and include as an additional insured on this Coverage then repackaged in the original container; Part is an insured, but only with respect to liability (4) Any failure to make such inspections, ad- for "bodily injury" or"property damage" that: justments, tests or servicing as vendors a. Is caused by an "occurrence" that takes place agree to perform or normally undertake to after you have signed and executed that con- perform in the regular course of business, tract or agreement; and in connection with the distribution or sale of"your products"; b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing (5) Demonstration, installation, servicing or operations to which that contract or agree- repair operations, except such operations performed at such vendor's premises in ment applies or the acts or omissions of any connection with the sale of "your prod- person or organization performing such op- ucts`; or erations on your behalf. The limits of insurance provided to such insured (6) "Your products" which, after distribution will be the limits which you agreed to provide in or sale by you, have been labeled or re- the written contract or agreement, or the limits labeled or used as a container, part or in- gredient of any other thing or substance shown in the Declarations, whichever are less. by or on behalf of such vendor. Page 4 of 6 Z)2012 The Travelers Indemnity Company. All rights reservers. CG D4 17 01 12 Includes copyrighted material of insurance Services Office, Inc.with its permission, COMMERCIAL GENERAL LIABILITY Coverage under this provision does not apply to: (b) The amount shown on the Declarations of a. Any person or organization from whom you this Coverage Part for Medical Expense have acquired "your products", or any ingre- Limit. dient, part or container entering into, accom- P. CONTRACTUAL LIABILITY—RAILROADS panying or containing such products; or 1. The following replaces Paragraph c. of the b. Any vendor for which coverage as an addi- definition of "insured contract" in the DEFINI- tional insured specifically is scheduled by en- TIONS Section: dorsement. c. Any easement or license agreement; M. WHO IS AN INSURED — UNNAMED SUBSIDI- 2. Paragraph f.(1) of the definition of "insured ARIES contract" in the DEFINITIONS Section is de- The following is added to SECTION II — WHO IS leted. AN INSURED: Q. KNOWLEDGE AND NOTICE OF OCCUR- Any of your subsidiaries, other than a partnership RENCE OR OFFENSE or joint venture, that is not shown as a Named In- The following is added to Paragraph 2., Duties In sured in the Declarations is a Named Insured if: The Event of Occurrence, Offense, Claim or a. You maintain an ownership interest of more Suit, of SECTION IV — COMMERCIAL GEN- than 50% in such subsidiary on the first day ERAL LIABILITY CONDITIONS: of the policy period; and e. The following provisions apply to Paragraph b. Such subsidiary is not an insured under simi- a. above, but only for the purposes of the in- lar other insurance. surance provided under this Coverage Part to No such subsidiary is an insured for "bodily injury" you or any insured listed in Paragraph 1. or 2.of Section 11—Who Is An Insured: or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- (1) Notice to us of such "occurrence" or of- fense committed: fense must be given as soon as practica- a. Before you maintained an ownership interest ble only after the "occurrence" or offense o is known to you (if you are an individual), of more than 5010 in such subsidiary; or any of your partners or members who is b. After the date, if any, during the policy period an individual (if you are a partnership or that you no longer maintain an ownership in- joint venture), any of your managers who terest of more than 50% in such subsidiary. is an individual (if you are a limited liability N. WHO IS AN INSURED — LIABILITY FOR CON- company), any of your trustees who is an DUCT OF UNNAMED PARTNERSHIPS OR individual (if you are a trust), any of your JOINT VENTURES "executive officers" or directors (if you are an organization other than a partnership, The following replaces the last paragraph of joint venture, limited liability company or SECTION 11 —WHO IS AN INSURED: trust) or any "employee" authorized by No person or organization is an insured with re- you to give notice of an "occurrence" or spect to the conduct of any current or past part- offense. nership or joint venture that is not shown as a (2) If you are a partnership, joint venture, lim- Named Insured in the Declarations. This para- ited liability company or trust, and none of graph does not apply to any such partnership or your partners, joint venture members, joint venture that otherwise qualifies as an in- sured under Section I!—Who Is An Insured. managers or trustees are individuals, no- tice to us of such "occurrence" or offense O. MEDICAL PAYMENTS—INCREASED LIMITS must be given as soon as practicable only The following replaces Paragraph 7. of SECTION after the "occurrence" or offense is known III —LIMITS OF INSURANCE: by: 7. Subject to S. above, the Medical Expense (a) Any individual who is: Limit is the most we will pay under Coverage (i) A partner or member of any part- C for all medical expenses because of "bodily nership or joint venture; injury sustained by any one person, and will be the higher of: (ii) A manager of any limited liability (a) $10,000: or company; CG D4 17 01 12 j,2012 The Travelers"indemnity Company. All rights reservers. Page 5 of 6 Includes copyrighted material of insurance Services Office, !nc,with its permission. COMMERCIAL GENERAL LIABILITY (iii)A trustee of any trust; or abrupt commencement, this Paragraph e. (iv) An executive officer or director of does not affect that requirement. any other organization; R. UNINTENTIONAL OMISSION that is your partner, joint venture The following is added to Paragraph 6., Repre- member, manager or trustee; or sentations, of SECTION IV — COMMERCIAL (b) Any "employee" authorized by such GENERAL LIABILITY CONDITIONS: partnership, joint venture, limited li- The unintentional omission of, or unintentional ar- ability company, trust or other organi- ror in, any information provided by you which we zation to give notice of an "occur- relied upon in issuing this policy will not prejudice rence" or offense. your rights under this insurance. However, this (3) Notice to us of such "occurrence" or of- provision does not affect our right to collect addi- fense will be deemed to be given as soon tional premium or to exercise our rights of cancel- as practicable if it is given in good faith as lation or nonrenewal in accordance with applica- soon as practicable to your workers' ble insurance laws or regulations. compensation insurer. This applies only if S. BLANKET WAIVER OF SUBROGATION you subsequently give notice to us of the The following is added to Paragraph 8., Transfer "occurrence" or offense as soon as prat- Of Rights Of Recovery Against Others To Us, t Parble after any of the persons described of SECTION IV — COMMERCIAL GENERAL LI- in Paragraphs e. (1) or (2) above discov- ABILITY CONDITIONS: ers that the "occurrence" or offense may result in sums to which the insurance If the insured has agreed in a contract or agree- provided under this Coverage Part may ment to waive that insured's right of recovery apply. against any person or organization, we waive our right of recovery against such person or organiza- However, if this policy includes an endorse- tion, but only for payments we make because of: ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution a. "Bodily injury" or "property damage" caused costs arising out of a discharge, release or by an "occurrence" that takes place; or escape of "pollutants" which contains a re- b. "Personal injury" or "advertising injury" quirement that the discharge, release or es- caused by an offense that is committed; cape of "pollutants" must be reported to us subsequent to the execution of the contract or within a specific number of days after its agreement. Page 6 of 6 O 2012 The Travelers indemnity Company. All rights reserved. CG D4 17 01 12 includes copyrighted material of insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary (1) The"bodily injury"or"property damage"for which Insurance, of SECTION IV — COMMERCIAL GEN- coverage is sought is caused by an 'occurrence" ERAL LIABILITY CONDITIONS: that takes place;and However, if you specifically agree in a written contract (2) The "personal injury" or "advertising injury" for or agreement that the insurance afforded to an addi- which coverage is sought arises out of an offense tional insured under this Coverage Part must apply on that is committed; a primary basis, or a primary and non-contributory basis,this insurance is primary to other insurance that subsequent to the signing and execution of that con- is available to such additional insured which covers tract or agreement by you. such additional insured as a named insured, and we will not share with that other insurance, provided that: CG D4 25 07 08 ©2008 The Travelers Companies,Inc. Page 1 of 1 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5.Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between g you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury' or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. w AQUATIC Informatics Quote 00009053 f. Quote 00009053 Details: Created On: 15 Sep 2020 Expires On: 30 Nov 2020 Prepared For: City of Kent WA 220 4th Avenue South Kent, Washington 98032 United States Submitted By: Matthew Beyer 602-810-0489 matthew.beyer@aquaticinformatics.com Linko Technology Inc Page 1 of 5 A AQUATIC Informatics Quote 00009053 Quote Summary Total Annual Subscription Fee -Year 1: $12,500 Total Annual Subscription Fee -Year 2: $12,500 Total Annual Subscription Fee -Year 3: $12,500 Total Annual Subscription Fee -Year 4: $12,875 Total Annual Subscription Fee -Year 5: $13,261 Product Sales Price Term Qty Total Price WaterTrax Data Management-Water $7,500.00 12 mos 1.0 $7,500.00 Annual software subscription for water quality and compliance data management software for drinking water systems. • Dashboard for at-a-glance visibility of organizational and system-level metrics of water quality compliance and risk. • Multi-level,permission-based end user access. (User levels defined by customer administrator) • Electronic transfer of laboratory test results and storage of laboratory reports received electronically from internal and/or contract laboratories • Electronic transfer of statistical results(24 hour minimums, maximums and averages) from instrument readings from a SCADA historian using the WTX 4.0 electronic data file format(EDD) • Unlimited data entry templates for manual data entry of instrument readings and/or field test results • WaterTrax formula builder for setting up automated calculations •Automated compliance verification and alerting • Parameters database (list of standards, sources and health effects of over 500 water quality contaminants) • Unlimited reporting and graphing options(ad-hoc and routine) • Ongoing annual phone and email technical support for users trained by WaterTrax staff •Access to online training and support videos WaterTrax User Subscription(s) -Water $200.00 12 mos 10.0 $2,000.00 Multi-level user subscription(s)for WaterTrax software. Includes access to any WaterTrax module in use by the customer. Permission level(s) and module access may be assigned by customer. Subscription amount is pro-rated to align with client's existing subscription renewal date. 10 additional users Linko Technology Inc Page 2 of 5 A AQUATIC Informatics Quote 00009053 WaterTrax User Subscription(s) -Water $0.00 12 mos 14.0 $0.00 Multi-level user subscription(s) for WaterTrax software. Includes access to any WaterTrax module in use by the customer. Permission level(s) and module access may be assigned by customer. Subscription amount is pro-rated to align with client's existing subscription renewal date. 14 users included with system WaterTrax Mobile -Water $1,500.00 12 mos 1.0 $1,500.00 Annual software subscription to the mobile data entry application for entering results and measurements in the field/plant using smartphones or tablets. • Streamlines data entry process and avoids writing then typing results • Provides real-time validation of results to ensure erroneous data is avoided • Ensures water quality compliance and by immediately providing alerts of out-of-range results. Sampling Planner-Water $1,500.00 12 mos 1.0 $1,500.00 Annual software subscription for Sampling Planner module (for use with Drinking Water) to schedule and track compliance with all your required water quality sampling schedules. Allows you to: Set up sample schedules Establish reminders and alerts Set up Chain of Custody(COC) and bottle label Mapping Module $0.00 12 mos 1.0 $0.00 Annual subscription to mapping module for the display of water quality results and measurements in Google Maps. The geo-spacial display provides visibility into water statuses from a geographical perspective. (ie, water pressure throughout the distribution system.) WaterTrax Implementation $7,870.00 1.0 $7,870.00 Full turn key implementation services for all WaterTrax products and modules listed. Base software, Mobile, Sample Planner, and Mapping setup/configuration Historical Data Migration $8,200.00 1.0 $8,200.00 Hourly Rate 40 hours X$205 Linko Technology Inc Page 3 of 5 A AQUATIC Informatics Quote 00009053 WaterTrax Remote Training $3,500.00 1.0 $3,500.00 Remote training courses for WaterTrax software. Delivered remotely in a series of sessions using screen share software and a live instructor. Courses are typically two hours in length and may accommodate up to five students. Summary of Products & Services Software Licenses(One-Time License Fees): $0.00 USD GRAND TOTAL: $32,070.00 USD Professional Services(One-Time Service Fees): $19,570.00 USD Recurring Annual Fees(SaaS&SMA): $12,500.00 USD Linko Technology Inc Page 4 of 5 A AQUATIC Informatics Quote 00009053 Ordering Instructions If this quote is acceptable, please provide us with a Purchase Order(PO)so we can process your order and provide you with payment instructions. Please email your Purchase Order to matthew.beyer@aquaticinformatics.com and please reference quote 00009053. Matthew Beyer Linko Technology Inc 602-810-0489 1999 Broadway, Suite 830 matthew.beyer@aquaticinformatics.com Denver, CO 80202 FEIN: 47-2917533 Linko Technology Inc Page 5 of 5 City of Kent Purchase Order Order# 160467 OP KENT Order number must appear on all invoices, packages, etc. Order Date: 9/25/2020 W A 5 H 1 N G T O I. This document is hereby deemed a valid purchase order and authorizes the procurement of Ordered by: Lynnette R Smith the materials and/or services indicated. Please let us know immediately if you are unable to Info Tech-Administration ship the complete order. Ship to: City of Kent Bill to: City of Kent Vendor: 2364540 Information Technology Accounts Payable WaterTrax USA, Inc. 400 West Gowe Street 220 4t" Avenue South 2400 - 1111 West Georgia Street Suite 122 Kent, WA 98032 Vancouver, BC V6E 4M3 Kent, WA 98032 Phone: (253) 856-5230 Payment Terms:Net 30 Line Item# Description Quantity Unit Cost Ext.Cost Sales Tax Total Cost 1 WaterTrax Online& Mobile App I SW Lic Subs-SaaS&SMA 12,500.00 1,250.00 13,750.00 2 Prof Svcs(incl Data Migration) I One-Time Svc Fee 19,570.00 19,570.00 3 Term: 2020-2021 1 Eff Date: CoK Mayor signature 4 Water Management System Approved by: Carrington, Michael Charles Subtotal: 32,070.00 Sales Tax: 1,250.00 Mayor's Signature:. _ _ _re ff(�e«ul ?roas"ov20,000) Total: 33,320.00