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PAGE 1 OF 8 THIS AGREEMENT (“Agreement”) is made as of the March day of 1 rd,2022, (the “Effective Date”) by and between the City of Renton (“City”), a municipal corporation under the laws of the State of Washington and Chem-Aqua, (“Contractor”) who are collectively referred to as the “Parties”, to (Water Treatment Program for City of Renton City Hall 1055 South Grady Way Renton, WA 98057. City and Contractor agree as set forth below. 1. Scope of Services: Contractor will provide all material and labor necessary to perform all work described in the Proposal which is attached and fully incorporated into this Agreement by reference as Attachment “A”. The Costs associated with each site and service frequencies are referenced in this Agreement as Attachment “A” 2. Changes in Scope of Services: City, without invalidating this Agreement, may order changes to the Scope of Services consisting of additions, deletions or modifications, the Agreement Sum being adjusted accordingly by Parties mutual agreement. Such changes in the work shall be authorized by written Change Order signed by the Parties. 3. TimeofPerformance: ContractorshallcommenceperformanceoftheAgreementnolater than 01 calendar days after the Agreement’s Effective Date. 4. Term of Agreement: The Term of this Agreement shall end at completion of the Scope of Services, on February 28th, 2023. This Agreement may be extended to accomplish change orders, if required, upon mutual written agreement of City and Contractor. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (30) calendar days’ notice to the Contractor in writing. B. In the event this Agreement is terminated by the City, the Contractor shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the City after partial performance of Work for which the agreed compensation is a fixed fee, the City shall paytheContractoranequitableshareofthefixedfee.Thisprovisionshallnotprevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement or from withholding payment for reasonably disputedcharges. No payment shall be made by the City for 2022-2023 Chem-Aqua Agreement CAG-22-114 PAGE 2 OF 8 any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by theCity. 5. Agreement Sum: The total amount of this Agreement is the sum of $9,420.17 which includes Washington State Sales Tax.This amount may be adjusted to a mutually agreed amount based on changes to the Scope of Services. 6. Consideration:In exchange for Contractor’s performance of the items and responsibilities identified in the Scope of Services, City agrees to make payment of the amount identified as the Agreement Sum. 7. Prevailing Wage/ Method of Payment/ Retainage/ Bonding: Payment by the City for the Work will only be made after the Work has been performed and a voucher or invoice is submitted in a form acceptable to the City. A.Prevailing Wage Rates: Contractor must comply with the State of Washington prevailing wage requirements. Contractor must file an Intent To Pay Prevailing Wage at the beginning of the project and at the beginning of each calendar year and an Affidavit of Wages Paid at the end of each calendar year and at the end of the project with the Washington State Department of Labor and Industries. *Final payment will be held until Affidavit of Wages Paid is submitted for each period/calendar year or end of project. The State of Washington prevailing wage rates applicable for this project, which is located in King County, may be found at the following website address of the Department of Labor and Industries: http://www.lni.wa.gov/TradesLicensing/PrevWage/default.asp http://www.lni.wa.gov/TradesLicensing/PrevWage/WageRates/default.asp Pursuant to WAC 296-127-011, the applicable effective date for prevailing wage rates paid for the duration of this contract shall be the date the contract is executed as reflected in the “Effective Date” identified at the top of the first page of this Agreement. Upon request, the City will provide a copy of the applicable prevailing wages for this project. Alternatively, the rates may be viewed at the City of Renton City Hall by making an appointment with the contact person identified herein or prior to contract award with the contact person identified as the City of Renton contact in Paragraph 15 Notices of this agreement. B. City shall have the right to withhold payment to Contractor for any work not completed in a satisfactory manner until such time as Contractor modifies such work so that the same is satisfactory. C. Final Acceptance. Final Acceptance of the Project occurs when the Public Works PAGE 3 OF 8 Director has determined that the Project is one hundred percent (100%) complete and has been constructed in accordance with the Plans and Specifications. D. Payment in the Event of Termination. In the event this Contract is terminated by the either party, the Contractor shall not be entitled to receive any further amounts due under this Contract until the work specified in the Scope of Work is satisfactorily completed, as scheduled, up to the date of termination. At such time, if the unpaid balance of the amount to be paid under the Contract exceeds the expense incurred by the City in finishing the work, and all damages sustained by the City or which may be sustained by the City or which may be sustained by the reason of such refusal, neglect, failure,or discontinuance of Contractor performing the work, such excess shall be paid by the City to the Contractor. If the City’s expense and damages exceed the unpaid balance, Contractor and his surety shall be jointly and severally liable therefore to the City and shall pay such difference to the City. Such expense and damages shall include all reasonable legal expenses and costs incurred by the City to protect the rights and interests of the City under the Contract. E.For Contracts under $35,000 For limited public works projects, the City may choose to waive the payment and performance bond requirements of chapter 39.08 RCW and the retainage requirements of chapter 60.28 RCW, for laborers, mechanics, subcontractors, materialpersons, suppliers, and taxes imposed under Title 82 RCW that may be due from the contractor for the limited public works project, however The City shall have the right of recovery against the contractor for any payments made on the contractor's behalf. 8. Hold Harmless: Contractor shall indemnify, defend and hold harmless City, its elected officials, officers, agents, employees and volunteers, from and against any and all claims, losses or liability, or any portion of the same, including but not limited to reasonable attorneys’ fees, legal expenses and litigation costs, arising from injury or deathto persons, including injuries, sickness, disease or death of Contractor’s own employees, agents and volunteers, or damage to property caused by Contractor’s negligent act or omission, except for those acts caused by or resulting from a negligent act or omission by City and its officers, agents, employees and volunteers. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) 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 City, its officers, officials, employees and volunteers, Contractor’s liability shall be only to the extent of Contractor’s negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Contractor’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely PAGE 4 OF 8 for the purposes of this indemnification. The Partieshave mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Insurance: Contractor shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for eachoccurrence/$2,000,000 aggregate for the Term of this Agreement. B. Professional liability insurance, in the minimum amount of $1,000,000 for each occurrence, shall also be secured for any professional services being provided to City that are excluded in the commercial general liability insurance. C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D. It is agreed that on Contractor’s commercial general liability policy, the City will be named as an Additional Insured on a non-contributory primary basis. City’sinsurance policies shall not be a source for payment of any Contractor liability. E. Subject to City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to City before executing the work of this Agreement. F. Contractor shall provide City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 10. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Contractor agrees as follows: A. Contractor, and Contractor’s agents, employees, representatives, and volunteers withregard to the services performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status,sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of anysensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of services or any other benefits under this Agreement, or procurement of materials or supplies. B. The Contractor will take affirmative action to insure that applicants are employed andthat employees are treated during employment without regard to their race, creed, color, national origin, sex,age, sexual orientation, physical, sensoryor mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or PAGE 5 OF 8 recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If Contractor fails to comply with any of this Agreement’s non-discrimination provisions,Cityshallhavetheright,atits option,tocanceltheAgreementinwholeor in part. D. Contractor is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws and worker's compensation. 11. Independent Contractor: Contractor’s employees, while engaged in the performance of any of Contractor’s services under this Agreement, shall be considered employees of the Contractor and not employees, agents, representatives of City and as a result, shall notbe entitled to any coverage or benefits from the City of City. Contractor’s relation to City shall be at all times as an independent contractor. Any and all Workman’s Compensation Act claims on behalf of Contractor employees, and any and all claims madeby a third-party as a consequence of any negligent act or omission on the part of Contractor’s employees, while engaged in services provided to be rendered under this Agreement, shall be the solely Contractor’s obligation and responsibility. 12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Contractor shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: https://dor.wa.gov/doing-business/register-my-business 13. Record Keeping and Reporting: Contractor shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Services provided in the performance of this Agreement. The Contractor agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). 14. Public Records Compliance.To the full extent the City determines necessary to comply with the Washington State Public Records Act, Contractor shall make a due diligent searchof all records in its possession, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Contractor believes said records need to be protected from PAGE 6 OF 8 disclosure, it shall, at Contractor’s own expense, seek judicial protection. Contractorshall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Contractor has responsive records and for which Contractor has withheld records or information contained therein, or not provided them to the City in a timely manner. Contractor shall produce for distribution any and all records responsive to the Public RecordsActrequestinatimelymanner,unlessthoserecordsareprotectedbycourtorder. 15. Other Provisions: A.Administration and Notices. Each individual executing this Agreement on behalf of City and Contractor represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of City or Contractor. Any notices required to be given by the Parties shall be delivered at the addresses setforth below. Any notices except service of legal process, may be delivered personally to the addressee of the notice, or emailed, or may be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed receivedthree (3) calendar days after the date of mailing. This Agreement shall be administered by and any notices should be sent to the undersigned individuals or their designees. CITY OF RENTON Jeffrey Minisci 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6433 jminisci@rentonwa.gov Cell: (425) 766-6159 CONTRACTOR Cody Scott 4340 Steven’s Creek Blvd Ste 169 San Jose, CA 95129 Phone: (936) 776-2887 Cody.scott@chemaqua.com Fax: N/A And to the City Clerk cityclerk@rentonwa.gov B.Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. C.Assignment and Subcontract.Contractor shall not assign or subcontract any portion of this Agreement without the City of Renton’s prior express written consent. D.CompliancewithLaws. ContractorandalloftheContractor’semployeesshallperform the services in accordance with all applicable federal, state, county and city laws, codesand ordinances. A copy of this language must be made a part of any contractor or subcontractor agreement. E.Conflicts. In the event of any inconsistencies between contractor proposals and this PAGE 7 OF 8 contract, the terms of this contract shall prevail. F.Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. G.Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. H.Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. I.Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. J.Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. K.Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement willbe for the sole and exclusive benefit of the Parties and no one else. L.Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either City or Contractor from enforcing that provisionor any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of Effective Date. CITY OF RENTON By: CONTRACTOR By: PAGE 8 OF 8 Martin Pastucha Public Works Department Administrator, City of Renton 1055 South Grady WayRenton, WA 98057 Henrik Ingvardsen Vice President Chem-Aqua, Inc. 2727 Chemsearch Blvd Irving, TX 75062 Date Date Attest Jason A. Seth City Clerk Approved as to Legal Form By: Shane Moloney City Attorney, City of Renton Clb 1-18-22 (1853) Non-standard February 4, 2022 N/A Aproved by Cheryl Beyer via 2/15/2022 email Water Treatment Program Agreement between Chem-Aqua and CITY OF RENTON Monday, January 03, 2022 Page 1 of 2 Water Treatment Program Agreement for CITY OF RENTON CITY HALL 1055 S GRADY WAY KING RENTON, WA 98057 The Chem-Aqua Water Treatment Program is an important step in achieving efficient operation and extending the useful life of valuable cooling and heating equipment. By this AGREEMENT CITY OF RENTON (hereinafter referred to as "Customer") agrees to purchase and Chem- Aqua, Inc. (hereinafter referred to as "Chem-Aqua") agrees to provide a professional Water Treatment Program for the SYSTEM(S) for an annual cost of $4,358.80 to be paid in 12 equal billings of $363.23 each for a total agreement price of $4,358.80. The systems covered by this agreement are the cooling systems located at City Hall and the Community Center. The term of this AGREEMENT shall be for 12 months starting 03/1/2022 and ending 2/28/2023. This price quotation includes products and services as outlined in this proposal, but does not include any taxes, freight, or handling fees that may be applicable. Chem-Aqua will have a representative call on Customer and provide directions for the initial application of the treatment chemicals. Thereafter, a representative will visit Customer Regularly to check the systems, collect water samples, and test the treated waters. A written report documenting the results of the service visits and any recommendations will be provided to the designated personnel of customer. Customer agrees to follow the recommendations provided by Chem-Aqua on the water treatment program and to maintain the necessary feed and control devices to insure proper application and functioning of the water treatment chemicals. Customer will purchase or otherwise provide and install the required equipment. Chem- Aqua will provide assistance for the installation if requested by Customer. Customer agrees to permit Chem-Aqua reasonable access to its premises and the system to allow Chem-Aqua personnel to perform their services. Customer agrees to perform routine cleaning of the systems covered in this agreement. Customer agrees to perform maintenance and repairs of equipment as recommended by equipment manufacturer or mechanical contractor. If repairs to the system are required to permit Chem-Aqua's products to effectively protect Customer’s equipment, Customer agrees to cause such repairs to be made at its expense. Customer agrees to inform Chem-Aqua of modifications to the system or any design elements in the system such as dead- legs that would affect the flow of water through the equipment. ATTACHMENT "A"Scope of Work and Service Costs DocuSign Envelope ID: 8ECB5349-5FAF-4194-A84F-35E83112AEF8 Water Treatment Program Agreement between Chem-Aqua and CITY OF RENTON Monday, January 03, 2022 Page 2 of 2 Chem-Aqua’s treatment of biological growth is for the purpose of reducing the risk of that growth causing damage to the equipment or otherwise interfering with the operation of the system and is not meant to protect against health risks from exposure to biological growth. This contract does not include Legionella risk assessments or a Legionella risk management program. Chem- Aqua is providing the services described in this contract only and no services relating to Legionella Risk Management beyond normal minimization of biological fouling. Chem-Aqua has no responsibility for damages to the system or conditions such as scale or corrosion, which existed prior to the start of the Water Treatment Program, or for damages due to customer’s failure to properly operate, maintain or repair equipment. Chem-Aqua is not responsible for damages due to Customer’s failure to implement recommendations made by Chem-Aqua. This AGREEMENT is effective as of the date it is signed and shall remain in effect until cancelled by either party submitting a 30 day written notice of cancellation. Customer will be responsible for payment of all products/equipment shipped and services rendered prior to cancellation of program. Upon cancellation, Customer must return all Chem-Aqua supplied equipment (which has not been separately purchased.) After the initial 12 months, and if business conditions warrant, Chem-Aqua may implement a general price increase to Customer which will be reflected on the next invoice to Customer. AGREED TO on this ______ date of ______________, 20______. By ___________________________________ By _______________________________________ Chem-Aqua Customer P.O. Box 152170 _______________________________________ Irving, TX 75015 _______________________________________ (Address) 1-800-527-9919 _______________________________________ (Phone) _________________________________________________________________________________________ Appendix 1: Equipment All equipment provided by Chem-Aqua will remain the property of Chem-Aqua. This equipment is listed in the attached equipment summary sheet. Appendix 2: Additional Services See Attached. DocuSign Envelope ID: 8ECB5349-5FAF-4194-A84F-35E83112AEF8 ATTACHEMNT “A” Chem-Aqua, Inc. • 1-866-222-0721 • chemaqua.equipment@nch.com • www.chemaqua.com Irving, TX • Monmouth, NJ • Jacksonville, FL • Indianapolis, IN • Macon, GA • Las Vegas, NV • San Jose, CA • Brampton, ON ©2019 Chem-Aqua, Inc Issued: 06/01/2019 Equipment Quote Replacement for old Pulsafeeder controller to match new Walchem controller. Upgrade pumps and parts for flow assemblies so we don’t have any re-used parts in the system. Adding isolation valves for safe working on this equipment. Qty Order Code Description Price Ext. Price 1 12065662 EWCT600PBN WALCHEM COND AND FLOW SWITCH WCT600PSNNN-BN Walchem Conductivity Controller WCT600PSNNN-BN, 6 Powered Relays, Prewired W/ Cord and Pigtails, One Sensor Input Card, Graphite Contacting Conductivity, and Flow Switch Manifold on Panel $ 1,594.00 $ 1,594.00 2 10196892 Inhibitor Pump EPPUL03VT2 PULSAFEEDER PUMP LB03SA-VTC1-XX2, PVC, 150 PSI, 12GPD END ORACLE DESCRIPTION PUMP, PULSAFEEDER LB03SA-VTC1- XX2, PVC LIQUID END, 150 PSI, 12 GPD, SPEED AND STROKE ADJUSTMENT, 3/8 POLY TUBING CONNECTIONS. (PARTS REFERENCE EPP-2) $ 561.00 $ 1,122.00 2 10196891 Degassing Head Biocide Pump LB03SA-VVC9-XX2 PUMP, PVC, 150 PSI, 12GPD PUMP, PULSAFEEDER LB03SA-VVC9-XX2, PVC LIQUID END, 150 PSI, 12 GPD, SPEED AND STROKE ADJUSTMENT, 3/8 POLY TUBING CONNECTIONS. $685.00 $ 1,370.00 4 10071277 EFLA8 BALL VALVE 5247-007 3/4" SCH 80 PVC W/ SLIP & FPT ADAPTERS $ 24.30 $ 97.20 2 10176584 ¾” Schedule 80 PVC Tee $ 4.01 $ 8.02 2 12087669 ¾” X ½” Slip/Thread Bushing PVC $ 3.00 $6.00 Total $ 4,197.22 Terms: Net 30 Days - F.O.B. Est. Ship Date: 3 Weeks Quoted prices are for equipment only, shipping, handling, and taxes not included. Equipment installation is not provided and must be in compliance with all local building and Life Safety codes. Date: 01/03/2022 Account Name: Renton City Hall Location: Renton, WA System ID: Upgrade controller, pumps and parts Contact: Edward Grube ATTACHMENT A DocuSign Envelope ID: 8ECB5349-5FAF-4194-A84F-35E83112AEF8