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HomeMy WebLinkAbout4.425 Original Contract .' , f" , </. <(d5 CONTRACT BETWEEN THE THE CITY OF PORT ANGELES AND S & B INC. FOR WATER UTILITY SCADA SYSTEM MODIFICATIONS TH IS CONTRACT is made and entered into this c#- day of g~ Jl.Q~ , 2003, by and between THE CITY OF PORT ANGELES, a non-charter de city of the State of Washington, (hereinafter called the "CITY") and S & B Inc., a Washington Corp0ration (hereinafter called the "CONTRACTOR"). WHEREAS, the CITY desires to discontinue use of leased telecommunications lines for its Supervisory Control And Data Acquisition (SCADA) System for monitoring and controlling three (3) reservoirs within the City's Water System, and WHEREAS, the CITY des,ires to establish telecommunications connectivity through the fiber optic institutional network for its Supervisory Control And Data Acquisition (SCADA) System for monitoring and controlling three (3) reservoirs within the City's Water System, and WHEREAS, the CITY desires to engage the professional services and assistance of a qualified firm to perform the scope of work as detailed in Exhibit A, and WHEREAS, the City Council has passed a Resolution designating S &B Inc. as the sole source for the design, acquisition, and installation of additional SCADA System facilities for the CITY's Water System and declaring an exception to normal bidding requirements, and WHEREAS, the CONTRACTOR represents that it has the background, experience, and ability to perform the required work in accordance with the standards of the profession, and WHEREAS, the CONTRACTOR represents that it will provide qualified personnel and appropriate facilities necessary to accomplish the work; NOW, THEREFORE, in consideration of the above representations and the terms, conditions, covenants and agreements set forth below, the parties hereto agree as follows: I. SCOPE OF WORK The scope of professional services to be performed and the results to be achieved by the CONTRACTOR shall be as detailed in the attached Exhibit A and shall include all services and material necessary to accomplish the work. The CITY may review the CONTRACTOR'S work product, and if it is not satisfactory, th e CONTRACTOR shall make such changes as may be required by the CITY. Such chan ges shall not constitute "Extra Work" as related in Section XI of this Contract. The CONTRACTOR agrees that all services performed under this Contract shall be in accordance with the standards of the profession and in compliance with applicable federal, CIty of Port Angeles - April 2003 Page 1 of 10 . ~ (, , state and local laws. The Scope of Work may be amended upon written approval of both parties. II. OWNERSHIP OF DOCUMENTS Upon completion of the work, all documents, exhibits, photographic negatives, or other presentations of the work shall (except as applicable in Section XVII below) become the property of the CITY for use 'Nithbut restriction and 'Nithout representation as to suitability for reuse by any other party unless specifically verified or adapted by the CONTRACTOR. However, any atteration or reuse of the documents, by the City or by others acting through or on behalf of the City, will be at the City's sole risk. III. DESIGNATION OF REPRESENTAllVES Each party shall designate its representatives in writing. The CONTRACTOR'S representative shall be subject to the approval of the CITY. IV. TIME OF PERFORMANCE The CONTRACTOR may begin \M)rk upon execution of this Contract by both parties. The work shall be completed in accordance with the schedule set forth in the attached Exhibit B. The time of performance (performance period) for the Contract is ninety (90) days from the date of award. V. PAYMENT The CITY shall pay the CONTRACTOR as set forth in this section of the Contract. Such payment shall be full compensation for work performed, services rendered, and all labor, materials, supplies, equipment and incidentals necessary to complete the work. A. The CONTRACTOR shall submit invoices to the CITY on a monthly basis. Invoices shall indicate the specific task or activity in the Scope of Work to which the costs are related. B. The CITY shall review the invoices and make payment for the percentage of the project that has been completed less the amounts previously paid. C. The CONTRACTOR invoices are due and payable within 30 days of receipt. In the event of a disputed billing, only the disputed portion will be withheld from payment. D. Final payment for the' balance due to the CONTRACTOR will be made upon the completion of the work and acceptance by the CITY. E. Payment for "Extra Work" performed under Section XI of this Contract shall be as agreed to by the parties in writing. VI. MAXIMUM COMPENSATION Unless otherwise agreed to in writing by both parties, the CONTRACTOR'S total City of Port Angeles - Apnl 2003 Page 2 of 10 l " compensation and reimbursement under this Contract, including equipment, materials, labor, direct non-salary reimbursable costs and outside services, shall not exceed the maximum sum of $5,760.00, not including applicable Washington State sales tax for the City of Port Angeles (8.2% ). VII. EMPLOYMENT Employees of the CONTRACTOR, while engaged in the performance of any work or services under this Contract, shall be considered employees of the CONTRACTOR only and not of the CITY, and claims that may arise under the Workman's Compensation Act on behalf of said employees while so engaged, and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the CONTRACTOR'S employees while so engaged, on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONTRACTOR. In performing this Contract, the CONTRACTOR shall not employ or contract with any CITY employee without the City's written consent. VIII. NONDISCRIMINATION The CONTRACTOR shall conduct its business in a manner which assures fair, equal and nondiscriminatory treatment of all persons, without respect to race, creed, color, sex, Vietnam era veteran status, disabled veteran condition, physical or mental handicap, or national origin, and, in particular: A. The CONTRACTOR will maintain open hiring and employment practices and will welcome applications for employment in all positions from qualified individuals who are members of the above-stated minorities. B. The CONTRACTOR will comply strictly with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of nondiscriminatory requirements in hiring and employment practices and assuring the service of all patrons and customers without discrimination with respect to the above-stated minority status. IX. SUBCONTRACTS A. Except for electrical work, the CONTRACTOR shall not sublet or assign any of the work covered by this Contract without the written consent of the CITY. B. In all solicitation either by competitive bidding or negotiation made by the CONTRACTOR for work to be performed pursuant to a subcontract, including procurement of materials and equipment, each potential subcontractor or supplier shall be notified by the CONTRACTOR of CONTRACTOR's obligations under this Contract, including the nondiscrimination requirements. X. CHANGES IN WORK Other than changes directed by the CITY as set forth in Section I above, either party may Page 3 of 10 City of Port Angeles - Apnl 2003 , , .' request changes in the scope of work. Such cha,nges shall not become part of this Contract unless and until mutually agreed upon and incorporated herein by written amendments to this Contract executed by both parties. XI. EXTRA WORK The CITY may desire to have the CONTRACTOR perform work or render services in connection with this project, in addition to the Scope of Work set forth in Exhibit A and minor revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and shall be addressed in a written supplement to this Contract. The CITY shall not be responsible for paying for such extra work unless and until the written supplement is executed by both parties. XII. TERMINATION OF CONTRACT A. The CITY may terminate this Contract at any time upon not less than ten (10) days written notice to the CONTRACTOR. Written notice will be by certified mail sent to the CONTRACTOR's designated representative at the address provided by the CONTRACTOR. Mutually agreed-upon compensation for work already completed and reasonable costs incurred shall be made to the CONTRACTOR by the CITY. 8. In the event this Contract is terminated prior to the completion of the work, a final payment shall be made to the CONTRACTOR, which, when added to any payments previously made, shall compensate the CONTRACTOR for the amount of work completed. C. In the event this Contract is terminated prior to completion of the work, documents that are the property of the CITY pursuant to Section" above, shall be delivered to and received by the CITY prior to transmittal of final payment to the CONTRACTOR. XIII. INDEMNIFICATION/HOLD HARMLESS A. The CONTRACTOR shall defend, indemnify, and hold harmless the City, its officers, officials, employees, and volunteers against and from any and all claims, injuries, damages, losses, or lawsuits, including attorney fees, arising out of or in connection with the performance of this Contract, except for injuries and damages caused by the sole negligence of the CITY. It is further provided that no liability shall attach to the CITY by reason of entering into this Contract, except as expressly provided herein. 8. Should a court of competent jurisdiction determine that this Contract is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the CONTRACTOR and the CITY, its officers, officials, employees, and volunteers, the CONTRACTOR's liability hereunder shall be only to the extent of the CONTRACTOR's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the CONTRACTOR's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Contract. City of Port Angeles - Apnl 2003 Page 4 of 10 XIV. INSURANCE The CONTRACTOR shall procure and maintain for the duration of the Contract, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, their agents, representatives, employees or subcontractors. Failure by the CONTRACTOR to maintain the insurance as required shall constitute a material breach of contract upon which the CITY may, after giving five working days notice to the CONTRACTOR to correct the breach, immediately terminate the Contract or at its discretion, procure or renew such insurance and pay any and all premiums in conn~ction therewith, with any sums so expended to be repaid to the CITY on demand, or at the sole discretion of the CITY, off set against funds due the CONTRACTOR from the CITY. A. Minimum Scope of Insurance The CONTRACTOR 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, stop gap liability, 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. There shall be no endorsement or modification of the Commercial General Liability insurance for liability arising from explosion, collapse or underground property damage. The CITY shall be named as an insured under the CONTRACTOR's Commercial General Liability insurance policy with respect to the work performed for the CITY using ISO additional insured endorsement CG 20 10 10 01 and additional insured-completed operations endorsement CG 20 37 10 01 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance The CONTRACTOR shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1 ,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. City of Port Angeles - Apnl 2003 Page 5 of 10 , \ ~ C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance. 1. The CONTRACTOR's insurance coverage shall be primary insurance as respect the CITY. Any Insurance, self-insurance, or insurance pool coverage maintained by the CITY shall be excess of the CONTRACTOR's insurance and shall not contribute with it. 2. The CONTRACTOR's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the CITY. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage The CONTRACTOR shall furnish the CITY with original certificates and a copy of the " amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the CONTRACTOR before commencement of the work. ' , '. F. Subcontractors The CONTRACTOR shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the CONTRACTOR. XV. APPLICABLE LAW This Contract shall be construed and interpreted in accordance with the laws of the State of Washington, and in the event of dispute the venue of any litigation brought hereunder shall be Clallam County. " -:, XVI. SUPPLEMENTAL TERMS The supplemental terms set forth in the attached Exhibit C are hereby incorporated in and made part of this Contract, except that in case of conflict with any Section of this Contract, that Section shall have precedence over the conflicting part of Exhibit C. XVII. EXHIBITS AND SIGNATURES This Contract, including its exhibits, constitutes the entire Contract, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following exhibits are hereby made a part of this Contract: City of Port Angeles - April 2003 Page 6 of 10 .- : > , Exhibit A - Scope of Work Exhibit B - Schedule for the Work Exhibit C - S & B's General Terms and Conditions In WITNESS THEREOF, the parties hereto have executed this Contract as of the day and year first written above. CITY OF PORT ANGELES ~y2"..;-- ,CITY MANAGER CONTRACTOR ~~JE TITLE: IIJ"E PKESJJJbl\JJ APPROVED AS TO FORM: /~ SON, CITY ATTORNEY ATTEST: ~Ddl'~ ~A BECKY U ON, ITY C RK - I:\TELECOMM\S&BCONTR.WPD City of Port Angeles - Apnl 2003 Page 7 of 10 . . . ... j EXHIBIT A SCOPE OF WORK CONTRACTOR to design, furnish, and startup all required telemetry equipment at Jones Street Reservoir, "E" Street Reservoir, and Peabody Reservoir to convert the communication method from leased telephone lines to the new City fiber optic network. 1. CONTRACTOR will modify each RTU and the Master Telemetry Unit to make the system ready for this change. 2. CONTRACTOR shall integrate Mill Creek Reservoir leased telephone line SCADA input into Peabody Reservoir fiber optic network communication. 3. CONTRACTOR to provide and install N-Port Express DE-211 universal serial device servers and all other equipment, devices and materials required to convert the communication method from leased telephone lines to the new City fiber optic network. 4. CONTRACTOR shall interconnect each remote site with RJ45 Tbase1 0 connections and the Master Telemetry Unit. Each remote site will require three connections with at least three more for future expansion. 5. CONTRACTOR to provide one 8-hour day for field engineer startup. 6. CONTRACTOR to provide one (1) N-Port Express DE-211 universal serial device server as a City spare. 7. CITY will supply a working network capable of TCPIIP connectivity and battery backup module or uninterruptible power supply (if required). 8. CITY to cancel Qwest phone service. COMPENSATION BREAKDOWN Engineering services: Equipment: Startup (one day): Total $2,160.00 2,900.00 700.00 $5,760.00 Page 8 of 10 City of Port Angeles - Apnl 2003 Description Week 0 Week 1 Week 2 Week 3 Week 4 Week 5 Receive & Process Contract Modify Drawings Material Purchasing Design Interface O&M Manual Updates RTU software re-configuration MTU software re-configuration Field Services . . . . . , . EXHIBIT B SCHEDULE FOR THE WORK J City of Port Angeles - April 2003 Page 9 of 10 .J ... EXHIBIT C S & B's GENERAL TERMS AND CONDITIONS City of Port Angeles - Apnl 2003 Page 10 of 10 t l 0_0 ....111 j S&B inc. 13200 SE 30th St., Bellevue, Washington 98005 (425) 644-1700 FAX (425) 746-9312 GENERAL TERMS AND CONDITIONS - INSTRUMENT/CONTROL SYSTEMS 1. SCOPE These terms and conditIons apply to the sale of all mstrument/control (lIC) systems assembled by S&B Inc (Seller) and any mconslstent terms and condItIOns m Purchaser's purchase order are not bmdmg on Seller, unless accepted, or these tenus and conditIons are modified by an authonzed S&B Inc representative 2. ACCEPTANCE Purchase orders received from Purchaser do not bmd Seller unless accepted by an Officer of Seller, either by acknowledgment, wntten acceptance, pronuse to Ship, or shipment of the lIC systems communicated to Purchaser Acceptance IS expressly made conditIOnal on Purchaser's assent to Seller's Matenal Terms and ConditIons, which are additIOnal to or different from Purchaser's terms, unless Seller agrees otherwise m wntmg 3. PRICE AND PAYMENT Unless otherwise speCIfied, quoted sellmg pnces are FOB Seller's factory or ItS supplIer's shlppmg pomt, WIth freight allowed to destmatIon and are subject to change If not accepted wlthm 30 days from the quotatIOn date The quotatIon may be Withdrawn at any tIme pnor to acceptance or extended beyond 30 days InVOices are due and payable NET 30 days, unless otherwise speCified, at the company offices at 13200 S E 30th Street, Bellevue, W A 98005. Late payment of mVOIces IS subject to mterest. InVOices shall be rendered accordmg to the followmg schedule Benchmark Upon notice from Seller that all drawmgs have been submitted for approval Upon notice from Seller that the mstrument system IS ready for factory tests Upon notice from Seller that the mstrument system has been shipped or that factory tests are complete' and eqUIpment IS bemg held for convenience of customer Upon notIce of acceptance from Purchaser or 180 days from notIce of shIpment, whichever occurs first % of Total Price 20% AdditIonal 50% AdditIonal 25% Fmal 5% If Purchaser defaults m any payment when due, Seller may at ItS optIon, and m additIon to ItS remedies under the U C C WIthout mcurnng any lIabilIty thereof to Purchaser or Purchaser's customers, declare all payments for work completed ImmedIately due and payable With maxImum legal mterest thereon from due date and stop all further work and shipments untIl all past due payments have been made and/or reqUIre that any further delIvenes be paid for pnor to shipment 4. ITEMS INCLUDED The pnce quoted mcludes only the lIC system speCified, and does not mclude actual mstallatIon, accessory or associated matenals such as wmng, plpmg, etc , not speCifically mcluded EqUIpment pnces quoted mclude mstallatlOn mformatIon and start-up assIstance prOVided by the Seller's field engmeer or techniCian. Such servIces will be proVided m a mutually agreeable manner and tIme. Seller Will proVide, upon request, at Seller's establIshed current rates, an expenenced Project Engmeer or Service TechniCian to proVide on-site supenntendence of the eqUIpment mstallatIon ResponsibilIty for proper operatIOn of eqUIpment, If not mstalled by Seller or mstalled m accordance With Seller's mstructlOns, rests entIrely with Purchaser 5. TAXES Any federal, state or local sales, or use or other taxes applIcable to thiS transactIon are not mcluded m the pnce quoted, and unless a valId certIficate of exemptIon IS proVided, any such tax shall be added to the pnce and IS for the Purchaser's account. 6. SIDPMENTS AND DELIVERY Any shipment or delIvery dates reCited herem represent Seller's best estImate No lIabIlIty, direct or mdlrect, IS assumed by Seller for faIlure to ship or delIver on such dates. In any event, delIvery dates are based upon the effectIve date of the contract and prompt receipt by Seller of all necessary mformatIon and mstructIons from Purchaser, mcludmg approved submittal drawmgs Seller shall have the nght to make partial shipments, and mVOIces covenng the same shall be due and payable by Purchaser m accordance With the payment terms hereof In the event that the IIC system speCified herem IS to be shipped outside the United States, Purchaser shall obtam all necessary Import lIcenses and perrmts reqUIred to clear the shipment for entry mto the foreign country and pay all dutIes, tolls and Imports If Purchaser requests postponement of shipments or causes a delay m shipment, the entire purchase pnce shall be due and payable upon notIce from Seller that the IIC system IS ready for shipment, and thereafter any storage, or other charge Seller mcurs, shall be for Purchaser's account, mcludmg mterest on any unpaId balance at the maximum legal rate All claIms for damage, delay or storage for FOB Seller's plant shall be made directly agamst the carner of the Purchaser When shipments are FOB destmatIon, Purchaser shall mspect the IIC system shipped and notIfy Seller of any damage or shortage wlthm 5 days of receipt. Failure to notIfy Seller shall constItute acceptance of Purchaser, relIevmg Seller of any lIabilIty for shlppmg damages or shortages 7. RISK OF LOSS AND SECURITY INTEREST Unless shipments of IIC systems are made FOB destmatlOn, all nsk of loss or damage shall pass to the Purchaser upon delIvery to a carner for shIpment. Purchaser shall protect and mamtam Seller's tItle, mcluding adequate insurance for Seller's benefit, and nght of repossessIOn to the IIC system speCified herem or m any change order unttl the full purchase pnce has been paid m full and Will not encumber or permit others to encumber such systems by any secunty mstruments. Purchaser acknowledges that as secunty for payment of the purchase pnce, Seller Will retam and Purchaser has granted, a secunty mterest m all IIC systems sold to Purchaser Seller shall have all of ItS nghts and remedies as a Seller and a secured party under the U C C or other appropnate law No waIver by Seller or any default shall constItute a waiver of any subsequent or further default. Seller may retam as lIqUIdated damages any partIal payments made and may peaceably repossess the equipment from the Purchaser's premIses Without prejudice to any further claIms It may have. In the event legal actIOn be brought to enforce the prOVISions of any order accepted by It, Seller shall be entItled to recover ItS court costs and reasonable attorney fees Page 1 of2 . \ ~ 8. WARRANTY Seller warrants that for a period of one year after test and acceptance by the Purchaser, or 18 months from date of shipment, whichever occurs first, all products assembled by Seller shall be free from defects m material and workmanship Seller will at Its sole optIOn either repay the purchase price, or repair or replace at a locatIOn to be deSignated by It, any product defects, which develop wlthm such period under normal and proper use, prOVided It receives prompt written notIce of claimed warranty period This warranty shall not apply to any products altered or repaIred outSide Seller's factory or with other than Seller's replacement parts, unless such repair was authorized m wrltmg by Seller, or to products or parts subject to misuse, abuse, neglect or accident or damaged by Improper mstallatlon or apphcatlOn In no event shall Seller be hable for normal wear and tear, nor for any mCldental or consequentIal damages due to moperablhty of ItS products The foregomg are Seller's sole warrantIes and guarantees, and all express or Imphed warrantIes, mcludmg all Imphed warrantIes or merchantablhty and fitness for a particular purpose, which exceed the above obhgatlOn, are hereby disclaimed by Seller. 9. CANCELLATION, SUSPENSION AND DELAYS After acceptance by Seller, this contract shall not be subject to cancellatIon, suspensIOn or delay Orders may be cancelled only with Seller's written consent and upon payment of reasonable cancellatIon charges, which shall mclude all costs mcurred and work done pursuant to the contract to date of cancellatIon, suspensIOn or a delay plus reasonable overhead and profit Additionally, all risks mCldent to and charges related to storage and/or resumptIOn of work, at Seller's plant or elsewhere, shall be for Purchaser's sole account 10. LIMITATION OF LIABILITY Seller shall not be responsible or hable m any way for any failure to perform due to Acts of God, fire or flood, serious explosIOns or aCCidents, foreign or Umted States embargoes, war or nots, serious shortages, unavallablhty or Significant pnce mcreases m commodities, materials or components, labor disputes, mterruptlOn of transportatIOn, loss of essentIal productIOn services, acts of any U S or foreign governmental authority, or by any other event beyond the reasonable control of Seller or ItS subcontractors Seller shall not be hable to Purchaser for any mCldental or consequentIal damages for any reason whatsoever. 11. CHANGES AND BACKCHARGES Any changes m or any additIons to the scope of work herem deSCribed or Imtlated by the Purchaser or resultmg from any circumstances beyond Seller's control shall be for the account of and paid by the Purchaser Written change orders shall mltIate changes, and shall be conSidered as mdlvldual modificatIOns and shall not delay payment to the Seller for the ongmal order. Seller Will not approve or accept returns or backcharges for labor, materials or other costs mcurred by Purchaser or others m modificatIon or adjustment, service or repair of Seller furnished materials unless such return or backcharges are pursuant to Seller's warranty and have been authorized m wntmg by an Officer of Seller or by assigned purchase order or work reqUiSItion 12. PROPRIETARY INFORMATION All mformatlOn furnished by Seller IS submitted solely for Purchaser's consideratIOn m connectIOn with thiS Job and shall be not be used by Purchaser nor disclosed to any third party without Seller's wntten consent 13. DRAWINGS AND DESIGN All drawmgs, descnptIve matter, etc submitted with thiS proposal are merely mtended to give a general Idea of the eqUipment descnbed and a set of drawmgs may be supphed for approval after acceptance Seller reserves the nght to change or modify the deSign and constructIOn of any eqUipment m order to mcorporate Improvements or to substItute matenal equal to or superior to that orlgmally speCified, and upon request, Will assist with suggestIons WithOUt hablhty for any resultmg loss or damage to Purchaser 14. SOFTWARE AND LICENSE AGREEMENT All software IS proVided under a non-transferable, non-exclusive hcense for Its use The purchaser, and If different, the end-user, shall be reqUired to Sign Seller's End- User License Agreement upon acceptmg Seller's software documentatIon and usmg the software proVided All software and documentatIOn are copynghted by Seller and contam valuable trade secrets No copies of thiS software or documentatIOn may be made except as authorized under the terms of the hcense agreement except as required by law The software and documentatIOn are warranted agamst functIonal defects found dunng a period of one year after dehvery Seller's sole obhgatlOn shall be to correct any such defect m a manner chosen by Seller m ItS sole discretIon Seller shall have no hablhty for any lost profits or direct, mdIrect, mCldental, consequentIal, or other damages ansmg from use of the software and documentatIon or any associated hardware. 15. NON-ASSIGNMENT Purchaser shaH not asSign thiS contract, nor any mterest herem or rights hereunder, WithOUt the written consent of SeHer and any attempted assignment shall be VOidable at Seller's sole optIOn. 16. ENTIRE AGREEMENT The contract expresses the entire agreement between the parties hereto and supersedes any prevIOus communicatIons, representations or agreements, whether oral or written, and IS not subject to modificatIOn except by a wrltmg Signed by an authOrized Officer of each party 17. GOVERNING LAW The contract shall be mterpreted and governed by the laws of the State of Washmgton, mcludmg but not hrmted to any dispute, controversy or claim arlsmg out of the contract. Form 977 Rev. 2/01 Page 2 of2 4~~-~~~-bb~1 ~~UMUNU b~N~~HL IN~ -'::>~ t-'0~ MHY "S - o '0"s 11:50 ACORD.. CERTIFICATE OF LIABILITY INSURANCE or ID 1~ DATF\MMIVVIT'''' s&BIN-1 05/30/03 PRODUCER THIS CERnFICATE IS ISSuED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERnFICATE P.edmonci General Insurance Agcy HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR >>0 Bo~ 847 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. aedaond ~ 98073-0847 Phone: 425-885-2283 rax:425-S85-6631 INSUReRS AFFORDING COVERAGE NAIC tI INSURED INSURER A: The SaZ'tford 22357 INSURER B' Adairal Insurance CO. S , B, InC. INsuReRC 8tl~ & A~8ociates 13 SE t:b 8~.et INSURER o. lie evue WA 9B INSURER E. Ii . ~ TIlE POLICieS Of' IIitSURANCE LISTED BELOW HAVE 8Eitl1S8UEO TO THE lN8\IlWl NAMED A8O\IE FOR THE POLICY pEAJOO INDICATED N01'MTH8TANDING AN'f REQUIItfMl!NT. TERM ~ CONDITION OF ANY CONTRACT OR OTHER COCUMENT 'NIll1 MfSPECTTO WHICH THIS CERTlFlCA1E MAY lIE ISSUED OR MAY pERTAIN. THE INSURANCE AFfORDED 8Y1l1E pOUClES oesCMl&O IER!IN IS SUBJEeTTO AU. THE TilUolS. EXCWSIOH8 AND cONDmON$ OF SUCH POLICIES. AGGREGATE lIMITS SMOWN MAY I4AVE ~N REDUCED BY PAID ClJolMS. LTRNIU 1YI'e OF INSURANCE JIOUCY NUMBl!R ~~ LIIIITS GENERAL L1AlIUTY eACH OCCURRENCE .2.000.000 - 0'7/01/02 07/01/03 ~ealli.~1 A X X COMMERCIAl. GENERAL UAB/LITY 52SBUM4916 S 50 .000 - :=J ClAIMS MADE ~ OCCUR MEa EXP (My one peqol'l) . 5 000 PERSONAL a ArN INJURY .2.000.000 - f-- GENEIlAl AGGREGATE .2.000.000 nL~n=APrrEA; PRCDUCT5. COMPIOP AGO $2.000.000 POLICY JECT LOC ~TOII08I\J! LIABILITY COMBINED BINaE wIT . 1,000,000 A ~ ANY AUTO 52oECIL1300 01/01/02 07/01/03 (Ee ICllIidenlI f-- AL.L O'o'otlEO AUTOS 8001L Y INJURY S SCHEOUU:O AUTOS (P.1llIfIlII'1 - HIRED AUTOS llOOlL Y INJURY , - (p., DOC\CI8l'll NONoOWNEO AUTOS - - PROPERTY DAMAGE S (I'<< acckl8nIl GARAGe LIABlu1V AUTO ONt. Y -I!A ACCIDENT . R ANY AUTO O~ THAN SA ACe S AUTQ ONLY: AGG S ::5cessAlM'REUA UABI1JlY EACH OCCURRENCE I OCCUR 0 ClAIMS MADE AGGREGATE . S R= s , I WOIU(ERll COIIIPENSA1l0N AND s I IU~~ A I!IIPI.OYEAl' UA8lUTY 52SBA1Q44976 07/01/02 07/01/03 E.L. &ACM ACCIDeNT 11.000.000 ""Y PROPAIETORIPAATHERlEXECunve OI'FICfRMeMGER EXCUJOED'I Dfl'SoOftlIS CClt\flIIllElOT LlAB E.L DISEASE - EA EMPLOYEE s 1.000.000 ~~~so.- E.L Ola~. pO\JCY UMIT 11 000 000 OTIfeR B Proresaional L1ab A02PL1S765 0"7/01/02 07/01/03 E:&'rOZ'8 & $2,000,000 Oad.asione oer cJ.aiJll DI!SCIlIP1lCN CI OPIAATIONI , LOCAtIONS' ~, UQ,UlIlOMa Aoon BY INDCU!IIENT' ePIC1AL PRov\SICNI Re: Work perf'ormed ):)y sa Ine/Stead , Associates ~or City o~ Po:&'t Anplea, W1; namely, The Water UtiJ.1ty SCN)A sy.tea Nod1fieation8 project. City of' port Angeles 15 incJ.udecl .a AQdi. tionaJ. 1nsured per poJ.1.cy provisions; endorsement fo~ SS0008 4/01. ~is e.rtifica~ uaends and Z'~lace8 prioZ' issue COVERAGES Ci ty of llort Angeles Water Divieion PO Boa 1150 Port Angeles ~ 98362 CANCELLAnON CI'lYP02 IMOULOANYCI TMeABOVaOEIICAIIBPCUC1!8 BE CANCELlE1l8!fORETHUllPlRATlOtI DA~ THe1U!OI'. TltI! I88UINO INI\IREfl. W1U-liNIIEAVOR TO MAIL ~ DAYe WRITTEN N01lC! 10 TME a:R1lI'ICATI HClUlER. NAIleD TO THI! LDT.IUT PAlWU TO go eo 8tIALL lIIPOIe NO oeLIGAllOM OR UA8lUTY Of ANY IClND UPON THIlINlUlUiff. rre AGiHT& OR IW'ltES!!fTA1'lVI!8. ",. AUTHOAIZ!D R9R!8EHfA Jame- or. CbaIIbera nON 1988 CERTIFICATE HOLDER ACORD 26 (2001/08)