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Home My WebLink Aboutresolution.council.062-26RESOLUTION It 062 (Series of 2026) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND ECHOLOGICS, LLC, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO0 WHEREAS, there has been submitted to the City Council a contract in the amount of $612,393.50 for equipment and monitoring services, between the City of Aspen and Echologics, LLC, a true and accurate copy of which is attached hereto as Exhibit "A"; . NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that contract for equipment and monitoring services in Aspen, between the City of Aspen and Echologics, LLC., a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. RESOLVED, APPROVED, AND ADOPTED FINALLY by the City Council of the City of Aspen on the 28th day of April 2026. John Doyle, M06or Pro Tem I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, April 28th, 2026. &aAi WFAA Nicole Henninj, City Clerk Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 M U -- E - LL_ER Prepared for: Dan Smoke Prepared by: Justin Garrison Echologics, LLC Proposal Number: 42225034 Date: 1/23/2026 Echologics, LLC 1200 Abernathy Rd, Suite 1200, Atlanta, GA, 30328, USA ioll Free: 1(800) 423-1323 Fax: 1(905) 61M201 www.echologics.com MUELLER®j ECHOLOGICS®j HYDROGATE®jHYDRO-GUARD®j HYMAX®j JONES� j KRAUSZm j MI.NET®j MILLIKEN®j PRATT®l SINGER®l U.S.PIPEVALVEANDHYDRANT F 14076 3/19 Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 PROPOSAL: 42225034 The City of Aspen installed the EchoShore®-DX leak monitoring system in 2024, and would like to expand their system to cover the rest of their network. Echologics previously did a full system sensor placement, and the remaining 373 sensors will be installed in the predetermined locations �. INVESTMENT INFt�RMATiON Table 1 outlines the investment information for the EchoShore®-DX leak monitoring system. EchoShore®-DX Leak Monitoring System Equipment Fees Item Description � Price � Unit � Quantity � Extended Rate EchoShore®-DX $449,465 Nodes $1,205 Per node 373 Equipment Total $449,465 Monitoring Fees Item Description List Price Unit Quantity Extended Rate Managed Monitoring Prorated Services -April 70.50 per node 77 for 11 $5,42�.50 2025 to March months 2026 5-Years Managed Per node Monitoring $350 for 5 450 $157,500 Services years Total Protect Fee with 5 Years of Monitoring (including existing monitoring fees) I $612,393.50 Table 1-Investment Information for System Purchase The pricing is in USD and valid through 07/23/2026. Prices do not include any applicable taxes. Product prices are ExWorl<s Echologics. Should any civil works ortraffic control be required for installation, this would be the responsibility of the City of Aspen. EcHo�o��cs�F a MUELLER brand 2 Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 PR®POSAL: 42225034 2. SCOPE OFINORKAND SUPPLY This section sets out what will be supplied by Echologics and the City of Aspen for the EchoShore-DX leak monitoring system upgrade: ECHCLUGICS: SCQ►PE 0� SUPPLY Item Description ��Y I�ealc Monitoring System Deslgn Site Specific leak monitoring system Lot designed based on utility GIS pipe network, and monitoring objectives. Once Echologics has received the proposed target area, we will design the system taking into consideration the geometry of the newtwork and how the hydrants interact within in acoustically. EchoShore-DX EchoShore-DX leak detection sensor 373 integrated into fire hydrant pumper nozzle Fire Hydrant Cap Sensor cap. Pumper nozzle cap designeds to be specificed by the utility for size, thread type, color, and pent -nut type. Includes data logger, cellular communication module, leak sensor, configured metal pumper nozzle housing. Remote installation support. Sentryx Leaic Monitoring Platform Cloud -based &Licensed portal access to Lot visualize leak alerts for duration of monitoring investment. Project Management System installation, commissioning, and Lot start-u p System Training Remote Training with Echologics Project 1 Manager Project Reviews Meeting with Echologics project manager to Annual via review system performance, reporting Zoom protocols and system feature updates. Leak Monitoring Leak monitoring analysis services for As Ordered EchoShore sensors. Both DX fire hydrant cap and DXe sensors are treated similarity from a monitoring perspective. Leak Alerts are delivered through the Sentryx leak monitoring user interface. ECHo�o��cs�� a MUELLER hand 3 Docusign Envelope ID: 2130555�-7338-3130-3259-CCCB5DBA2CB0 �' PROP©SAL; 4��25034� THE CITY OF ASPEN: SCOPE OF SUPPIi�`� Aspen will provide Echologics with the desired area to be monitored along with support to install the system sensors. Aspen will need to undertake any required preparations of the access points to enable installation of the monitoring system. item Description Relevant pipe information Supply of relevant GIS pipe information for the entire water (GIS layers) network with the area targeted for leak monitoring identiFiedo I he following attribute layers are required for the water network: - Water IVlains, including material and size - Laterals - hlydrants - Valves The following attribute layers are requested for the entire water network: - Past brealt history - Other incident datasets (pressure event/customer complaint) These datasets are used to increase leak detection accuracy & predictive network capabilities. Sensor Placement Review Approve locations selected by Echologics for EchoShore-DX sensors based on local knowledge. Site Survey Installation Support Commissioning Support Point of Contact Repair and Maintenance Survey sensor instyallation locations to ensure that fire hydrant types are consistent and underground appurtenances identified on the GIS maps provided exist. Support leak monitoring sensor installation with activities including but not limited to: Permitting for access to water appurtancnes by installation crews Arranging traffic control as needed to enable system sensor installations. Completing any enabling work to allow for sensor installation. For example uncovering and cleaning valves, repairing leaking hydrants, or other state of good repair items. Flow hydrants to support commissioning and testing of the EchoShore-DX system. Identify one person as a primary user to provide a single channel of communication between the Utility and Echologics. Take appropriate action when leaks are identified by Echologics' data analysis team to confirm location infield and schedule leak Quantity Lot Lot Lot Lot Lot Lot Lot ECHOLOGICS o MUELLER band Docusign Envelope ID: 21805554-7838-8130-8259-CCCB5DBA2CB0 j repair. Notify Echologics of leak repair and/or results of field � investigations. ��iASTER SERVICES AGREEMENT FOR PROPOSAL #4222503�'� This Proposal is subject to and issued with accordance with the Terms and Conditions of the Master Services Agreement ("Agreement"), entered into by and between Echologics, LLC ("Seller" and the City of Aspen ("Customer") on August 25, 2023 under proposal 42223099. The parties have caused this Agreement to be duly executed. Each party warrants and represents that its respective signatories whose signatures appear below are on the date of signature authorized to execute this Agreement. City of Aspen (Customer) f Authorized Sigri Print Name Title Date Signed by: Pete Strecker City Manager 4/29/2026 14:51:44 PM MDT Echologics, LLC (Seller) Authorized Signature Print Name Title Date 5 a MUELLER brand Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 1 MASTER SERVICES AGREEMENT This Master Services Agreement ("Agreement") is entered into by and between Echologics, LLC ("Seller" or "Echo")and City of Aspen ("Customer")and is entered into as of the date of last signature below (the "Effective Date"). This Agreement consists of (i) this signature page, and (ii) the Master Services Agreement Terms and Conditions, including all Exhibits which are incorporated in this Agreement by this reference. The parties have caused this Agreement to be duly executed. Each party warrants and represents that its respective signatories whose signatures appear below are on the date of signature authorized to execute this Agreement. [City of Aspen] (CUStOmer) Signed by: P�- Sc,� Authorized Signature Pete Strecker Print Name City Manager Title 4/29/2026 � 4:51:44 PM MDT Date Echologics, LLC (Seller) �o�neGG bam �onnelN (A1ar 29 2026 11:23.21 ED' Authorized Signature Print Name Title Date ECHOLOGICS` 1 a MUELLER brand Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 2 MASTER SERVICES AGREEMENT - TERMS AND CONDI110NS �. Definitions are those set out in the Glossary of Terms at the end of the Agreement. 2. Scope. This Agreement describes the terms and conditions for (i) purchases by Customer of Services and delivery by Echo of the Services and (ii) purchases of Equipment. This Agreement will govern all sales of Echo's products, including products, equipment, and parts manufactured or sold by Echo (together, "Products") to Customer (this "Order"). This agreement supersedes and rejects any prior written or oral agreement understanding, representation or promise, and any pre-printed or standard terms and conditions contained in Customer's request for quote, purchase order, invoice, order acknowledgement orsimilar document. This Agreement may not be amended, supplemented, changed or modified except by concurrent or subsequent written agreement, signed by an authorized representative of Erho and Customer. Echo's acknowledgement of Customer's purchase order will not constitute acceptance of any terms and conditions contained therein, regardless of how such terms and conditions may be prefaced or described. 3. Equipment Costs and Software License Fees. Customer shall pay Echo the amounts specified in Exhibit B ("Purchase Fees"). All Purchase Fees payable by Customer to Echo hereunder shall be paid to Echo at the address specified in Exhibit C, or at such other place as Echo may designate in writing to Customer from time to time. For the avoidance of doubt, all Software is being licensed and not sold to Customer. The terms and conditions specified in this Agreement shall apply to the sale of the Equipment. All prices are EXW Echo's facility, unless otherwise stated. Any Products purchased hereunder shall be subject to the standard terms of purchase and limited warranty located at https://www.muellerwaterproducts.com/terms-conditions. 4. Service Fees. Customer shall pay Echo the amounts set forth in Exhibit B. Echo is not responsible for, payment of any tax levied for sales, use, excise, value-added, goods and services, business (franchise or privilege) or any duties, charges or other such taxes. All stated amounts are exclusive of any freight, handling and shipping insurance charges, taxes, fees and duties or other amounts. Any taxes related to Services purchased pursuant to this Agreement shall be paid by Customer or Customer shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible. 5. Shipments. The cost of any special packing or special handling caused by Customer's requirements or requests will be added to the price of the Order. No claim for shortages will be allowed, unless made in writing within 10 days of receipt of shipment. 6. Delivery. Echo wilt use its commercially reasonable efforts to complete shipment as indicated. In the event Customer requests a delay or suspension in completion and/or shipment of Products or any part thereof for any reason, the parties will agree upon any cost and/or scheduling impact of such delay and allocate such costs to Customer's account. Any delay beyond 30 days after original scheduled shipment date will require Customer to take title and risk of loss of such Products and make arrangements for storage. Echo's invoice will be issued upon Echo's readiness to ship Products. Echo will select the method of shipment and the carrier to be used to deliver Products, unless otherwise agreed. Unless otherwise agreed, shipment will be EXW Echo's facility (Incoterms 2020) Echo's designated shipping point. Failure to deliver by the specified date will not be a sufficient cause for cancellation. 7. Installation and Setup Fees. Installation and set-up fees related to the Equipment and Software shall be as specified in the applicable invoice, purchase order, statement of work or other order form executed by the parties. S. Payment. Unless otherwise agreed upon in writing by the parties hereto, payment terms shall be net thirty (30) days from the date of invoice. All payments shall be made in United States currency unless otherwise agreed. Any sum not paid by Customer when due shall bear interest from the due date until paid at a rate of (i) twelve (12) per cent per annum or (ii) the maximum rate permitted by law, whichever is less. 9. Set -Off. 2 a MUHLLER band Docusign Envelope ID: 21i305554-733B-a130-3259-CCCB5DBA2CB0 All amounts that Customer owes Echo under an Order will be due and payable according to the terms of the Order or applicable Statement of Work. Customer may not set-off such amounts or any portion thereof, whether or' not liquidated, against sums that Customer asserts ar'e due it or any of its affiliates under other transactions with Echo or' any of its affiliates. �? (�. Irv®icing Fees for Services, Software and Equipment shall be invoiced in advance of delivery of Services and in accordance with the Equipment and Software schedule in Exhibit B. �.�. berm and i�rrriiri��icri. (a) The term of this Agreement shall commence on the Efifective Date and shall con -time for a period of up to twelve (12) months, Such tenrr will be renewed automatically for successive one (1) year terms unless either party notifies the other of its intent to terminate at least sixty (60) days prior to the expiration of tl�e then current term. (b) This Agreement may be terminated immediately by either party upon written notice: (i) if the other party breaches any of the material provisions of this Agreement and the breacf� is not capable of being cured or after providing thirty (30) days written notice to the breaching party if tl�e breaching party fails to cure such breach within such period. (ii) if the other party: (i) ceases to carryon business as a going concern; or (ii) becomes or may become the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation; or (iii) a receiver or similar officer is appointed with respect to the whole or a substantial part of its assets; or (iv) an event similar to any of the foregoing occurs under applicable law. (iii) either party assigns (by operation of law or otherwise, including merger) or transfers any of the rights or responsibilities granted under this Agreement without the prior written consent of the other party, or in the event of a sale of all or substantially all of such patty's assets, or transfer of a controlling interest in such party to an unaffiliated third party. Notwithstanding the above, Echo shall be authorized to transfer or assign any of its rights or responsibilities to an Affiliate of Echo without the consent of Customer, (c) if Services fees are not paid when due and payment has not been received within thirty (30) days after notice from Echo of such past due payment, Echo may withhold the provision of Services until all amounts past due are paid in full, and/or terminate immediately this Agreement, (d) all licenses related to the Equipment and Software shall terminate immediately upon termination of the Agreement. (e) unless otherwise agreed upon in writing, upon expiration or termination of this Agreement, Customer shall, at Customer's cost, return, or arrange to have returned, the Equipment and Software to Echo no later than sixty (60) days after expiration or termination of this Agreement in good repair, condition and working order', ordinary wear and tear' excepted. (f) upon tenrination of the Agreement, Customer shall pay Echo for all work performed hereunder up to the effective date of tert�ination. i �.�. Changes. Customer may request modifications as to the amount, scope and/or nature of Products to be supplied by a written change request. If, in the opinion of Echo, any modification will affect the agreed fixed price and/or' time of delivery, Echo will notify Customer thereof in writing and will not be obligated to perform any modification unless agreed to by Echo. Customer will confirm that such change is authorized and accepted by issuing an Order revision, ��. Ccr��entialil�+. Customer and Echo agree that in connection with this Agreement and their relationship, they may obtain Confidential Information. Tlie receiving party shall at all times keep intrust and confidence all such Confidential Information, and shall not use such Confidential Information other than as expressly authorized by the disclosing party under this Agreement, nor shall tl�e receiving party disclose any st_rch Confidential Information to third parties without the receiving patty's written consent. Notwithstanding the above, Echo shall be authorized to disclose Customer's Confidential Information to contractors or employees of Echo who have a business need to have access to such information. Customer shall immediately return to Echo all Confidential Information (including copies thereof) in the Customer's possession, custody, or control upon termination or expiration at any time and for any reason of this Agreement. The obligations of confidentiality shall not apply to information which (a) has entered the public domain, except where such entry is the result of the receiving patty's breach of this Agreement; (b) prior to disclosure hereunder was already rightfully in the receiving patty's possession; or (c) subsequent to disclosure hereunder is obtained by the receiving party on anon -confidential basis from a third party who has the right to disclose such information to the receiving party. The receiving party will be authorized to disclose Confidential Information pursuant to Colorado Open Records ECHOLOGICS a MUELLER brand 3 Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 laws, a valid order issued by a court or government agency, provided that the receiving party provides (i) prior written notice to the disclosing party of such obligation and (ii) the opportunity to oppose such disclosure. This Agreement shall terminate five (5) years from the date of expiration or termination of this Agreement. Notwithstanding the foregoing, all Confidential Information that is also a "trade secret", as defined under applicable law, shall not be disclosed by either party for so long as such Confidential Information shall remain a trade secret. Customer shall not disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of Echo. Any press release or publication regarding this Agreement is subject to prior review and written approval of us. �.4. Service Warranty. ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, SELLER HEREBY DISCLAIMS AND CUSTOMER WAIVES ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES (WHETHER EXPRESS, IMPLIED, OR STATUTORY), INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR CONDITION (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, ACCURACY OR (B) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT SELLER'S OPTION, RE -PERFORMANCE OF THE SERVICES OR TERMINATION OF THIS AGREEMENT AND RETURN OF THE PORTION OF THE SERVICE FEES PAID TO SELLER BY CUSTOMER FOR SUCH NON -CONFORMING SERVICES. Equipment and Software Warranty. We warrant that on the date of shipment and for a period of 24 months thereafter (the "Warranty Period"), the Equipment and Software when properly installed and operated, will perform in accordance with the specifications contained in the user documentation and will be free of any material defects in workmanship and material. Equipment and Software may be manufactured using some refurbished components or may have been used internally for reliability or performance testing. Spare parts may be refurbished. In the event that the Equipment and Software do not operate as specified above during the Warranty Period, Customer must notify Echo in writing prior to the expiration of the Warranty Period in order to avail of the remedies contained in this section. Upon receipt of such notification, Echo may repair or replace the Equipment and Software at no additional cost to Customer. However, any and all costs associated with uninstalling and shipping defective Software and installing replacement Software will be the responsibility of Customer. Customer agrees to furnish Provider reasonable access to such Software. If Echo cannot repair the Equipment and Software or replace it with working Equipment and Software, then Echo will refund to Customer any amounts paid by Customer for the Equipment and Software in question. This section contains Customer's entire rights and Echo's liability in the event the warranty contained in this section is not fulfilled. EXCEPT AS OTHERWISE STATED HEREIN, CUSTOMER ACKNOWLEDGES THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE PHYSICAL AND MECHANICAL CONDITION, SUITABILITY, DURABILITY, MERCHANTABILITY OR FITNESS OF THE EQUIPMENT AND SOFTWARE FOR ANY PURPOSE, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR INTENDED PURPOSE OR THAT THE EQUIPMENT AND SOFTWARE OR DOCUMENTATION WILL MEET CUSTOMER'S NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR WILL BE ERROR FREE. 15. Limitation of Liability, Consequential Damages Waiver, and Indemnification. THE REMEDIES SET FORTH HEREIN ARE EXCLUSIVE, AND THE TOTAL LIABILITY OF SELLER, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS COLLECTIVELY, WITH RESPECT TO THIS AGREEMENT OR ANY BREACH THEREOF, WHETHER BASED ON CONTRACT WARRANTY, TORT, INDEMNITY, STRICT LIABILITY OR OTHERWISE HOWSOEVER ARISING SHALL BE LIMITED TO THE SUMS PAID TO SELLER DURING THE PRIOR TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES FIRST GIVING RISE TO SUCH LIABILITY. In all cases where Customer claims damages allegedly arising out of defective or nonconforming Products, Echo's exclusive remedies and Echo's sole liability will be those specifically provided for under the Warranty Section. IN NO EVENT, WHETHER ARISING BEFORE OR AFTER COMPLETION OF ITS OBLIGATIONS UNDER THE CONTRACT, WILL SELLER BE LIABLE FOR SPECIAL INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO LOSS OF USE, REVENUE OR PROFITS, INVENTORY OR USE CHARGES, COST OF CAPITAL OR CLAIMS OF CUSTOMERS INCURRED BY CUSTOMER OR ANY THIRD PARTY. 16. Software Access and License. For Equipment purchased by Customer from Echo, Echo grants to Customer a limited, non-exclusive, nonsublicenseable, nontransferable, perpetual, irrevocable license to use and execute the software embedded in the Equipment for its internal business purposes in connection with such Equipment ("Firmware"). Customer shall not (and shall not permit a third party to copy, in whole or in part, any Firmware, make error corrections or otherwise modify, decompile, decrypt, reverse engineer, ECHOLOGICS' a MUELLER brand n Docusign envelope ID: 21305554-733�-3130-3259-CCC�5DDA2C�0 disassemble or otherwise reduce all or any portion of any Firmware tohuman-readable form, or transfer, sublicense, rent, lease, distribute, sell, or create derivative works of any Firmware. Subject to the terms of this Agreement and the payment of fees specified herein, for software provided on a software as a service ("��rr`�") basis, Provider shall provide Company with access to such software services in accordance with the SaaS Agreement specified in EithiF�iF � (SOFIINARE AS A SERVICE AGREEMEN I ), attached hereto and incorporated herein by reference ("Online Software" and along with Firmware, ("Software")). I he limited Firmware license and access to the Software Services (as defiined in the SaaS Agreement) in this paragraph is valid until tl�e earlier of: (i) the expiration or termination of this Agreement; or (ii) Echo's request to Customer that the Equipment and Software be returned to Echo. All rights not expressly provided to Customer by Echo herein are expressly reserved by Echo. Customer acltnowledges that the Equipment and Software may contain and Echo may use in the performance of the Services and other obligations Hereunder Know-how, intellectual property, methodologies, processes, technologies, algorithms, development tools, data, modules, components, designs, utilities, subsets, objects, program listings, models, programs, systems, analysis frameworks, leading practices, specifications, inventions, original works of authorship, developments, improvements, and trade secrets owned by Echo ("Echo IP"). In consideration included herein, Customer agrees not to provide any third -party access to Echo IP. Customer shall be solely responsible, at its own expense, for (a) the delivery of the Equipment anti Software to Customer, such delivery method being subject to Echo's sole discretion, (b) the packing, rigging and delivery of the Equipment and Software baclt to Echo, upon expiration or termination of this Agreement, in good repair, condition and working order, ordinary wear and tear excepted, and (c) tl�e de -installation, maintenance and repair of the Equipment and Software. Customer shall, at its expense, keep the Equipment and Software in good repair, condition and working order, ordinary wear and tear excepted. If any of the Equipment, upon its return to Echo, is not in good repair, condition and working order, ordinary wear and tear excepted, Customer shall be obligated to pay Echo for the out-of-pocket expenses Echo incurs in bringing such Equipment and Software up to such status; provided, however, if such Equipment and Software cannot be repaired, Customer shall pay the applicable replacement cost. Echo shall be entitled to inspect the Equipment and Software at reasonable times. `��. ownership/Intellectual Property. Echo shall at all times retain all right, title and interest in and to all pre-existing Intellectual Property owned by Echo as of the Effective Date and all Intellectual Property in and to the Services, Echo Equipment and Software, or other Intellectual Property provided or developed by Echo or a third party on Echo's behalf, including improvements, enhancements and derivative works made thereafter or created, developed or discovered pursuant to this Agreement. Except as expressly provided herein, Echo expressly reserves all rights, title and interest in the Equipment, Software, Services and related intellectual property. Customer shall at all times retain all right, title and interest in and to all pre-existing Intellectual Property owned by Customer as of the Effective Date. Echo agrees that the Deliverables shall be the sole property of Customer. Customer hereby grants Echo a worldwide, perpetual, nonexclusive, royalty -free, fully paid -up right and license to use the Deliverables. Echo makes no express or implied representation or warranty that the Services, Equipment and/or Software will not infringe any third party patent, copyright or other intellectual property rights. Customer acknowledges the great value of goodwill associated with the name and trademarks of Echo, and the identification of the Services, Equipment and/or Software therewith. Customer will not obscure, effector permit the removal or alteration of any trademarks, copyright notices, patent numbers, serial numbers or the like a(fiixecl to any Services, Equipment and/or Software. All rights, title and interest in and to the designs, models, patterns, specifications, copyrights, patents, trade secrets, trademarks and other intellectual and industry property in the Products, documentation and related materials will remain vested in Echo or its third party suppliers. �8. Disclaimer. All forms of non-destructive, non-invasive testing involve an inherent and unavoidable level of uncertainty. Provider uses a commercially reasonable and technology -based best effort methodology developed through experience and expertise in acoustic - based leak detection and pipe wall condition assessment. The accuracy of assessments is subject to, among other factors: (a) interference from background noise, which, in specific cases, may make the data unsuitable for analysis; (b) the accuracy of information provided to Provider by Customer, including, but not limited to, pipe infrastructure descriptions and layouts, water temperature and the distance and size of pipes; and (c) adherence to applicable product user manuals and standard operating procedures documentation.. ECHOLOGICS a MUELLER brand 5 Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 The methods used for data analysis are dependent on input parameters and as such it is not possible to certify the results. Results may vary if the aforementioned or other factors interfere with the assessment. Provider is not responsible for any actions taken or recommendations made by Customer based on the results presented in any report which may be issued by Provider. 9.9. force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting patty's reasonable control, including without limitation acts of God, earthquake, labor disputes, industry wide shortages of supplies, actions of governmental entities, riots, war, terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the defaulting party will be extended for a period equal to the time during which the event prevented the patty's performance. 2©. Applicable law and Jurisdiction. In the event that Buyer is located in Canada, these Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in Ontario, and will be treated, in all respects, as an Ontario contract. In the event that Buyer is located in the United States or any other part of the world other than Canada, these Terms will be governed by and construed in accordance with the laws of the State of Colorado. The parties agree to submit to the jurisdiction of the courts of (a) the Province of Ontario (in cases where the Buyer is located in Canada); and (b) the federal court in the State of Colorado (in cases where the Buyer is located in the United States or any other part of the world other than Canada), and in each case waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court. It is agreed that no suit or cause of action or other proceeding will be brought against either party more than 1 year after accrual of the cause of action or 1 year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, contract or any other legal theory, notwithstanding anyfederal, state or foreign statute of limitations that may provide for a longer or shorter period. 21. Export Control. Customer acknowledges and agrees that all Equipment, products, Software, technology or' other data or information obtained from Seller are subject to the United States and foreign export control regulations, including but not limited to the United States Export Administration Regulations and the Foreign Assets Control Regulations; accordingly, their use, export and re-export, may be restricted or prohibited. Customer, therefore, agrees that neither it nor its subsidiaries or affiliates will directly or indirectly export, re-export, transfer, or release, or cause to be exported or re-exported (herein referred to as "export"), any such Equipment, products, Software, technology or other data or information obtained from Seller or to any destination or entity prohibited or restricted under U.S. law including but not limited to U.S. government embargoed or sanctioned countries or entities, or to any resident or national of any such country, or to any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the United States Department of Commerce or the list of "Specially Designated Nationals and Blocked Persons" maintained by the United States Department of Treasury, unless it shall obtain prior to export an authorization from the applicable U.S. government agency (either in writing or as provided by applicable regulation). Customer further agrees that no Equipment, products, Software, technology or other data or information obtained from Seller or received from Seller will be directly or indirectly employed in military, missile technology, sensitive nuclear or chemical biological weapons end uses or in any manner transferred to any party for any such end use. This requirement shall survive any termination or expiration of this Agreement or any other agreement with Seller. 22. Compliance with Laws/Anti-bribery. Echo and Customer agree to comply with all applicable laws, regulations, codes and standards, including but not limited to those of the United States and other jurisdictions where the parties conduct business. Additionally, Customer has not and will not offer, promise authorize or make, directly or indirectly, any payments (in money or any other item of value), contributions or gifts to any non-U.S. government agency, department official or government owned or controlled entity in order to obtain or retain business, or secure any other Improper business advantage, which would violate the U.S. Foreign Corrupt Practices Act and/or any other applicable anti -bribery laws. 23. Assignment Neither party may assign, by operation of law or otherwise, or delegate its rights or obligations under this Agreement. Any purported assignment shall be null and void. Notwithstanding the above, Echo shall be authorized to transfer or assign any of its rights or responsibilities to an Affiliate of Echo without the consent of Customer. 24. Notices. All notices required or permitted under this Agreement will be in writing and will be deemed given one day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery), with written verification of receipt. All communications will be sent to the addresses set forth on the cover sheet of this ECHOLOGICS a MUELLER brand C� Docusign Envelope ID: 21805554-7836-8130-8259-CCCB5DBA2CB0 Agreement or such other address as may be designated by a party by giving written notice to the other party pursuant to this paragraph. 25. Entire Agreement. This Agreement is the complete agreement between the parties concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties, except as agreed between the parties. There are no conditions, understandings, agreements, representations, or warranties expressed or implied, that are not specified herein. This Agreement may only be modified by a written document executed by the parties hereto. 26. No Waiver. The waiver by either party of any right provided under this Agreement shall not constitute a subsequent or continuing waiver of such right or of any other right under this Agreement. 27. Severability. In the event that one or more terms of this Agreement becomes or is declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such term shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. 28. Non�olicitation. To the extent allowed by law, and unless waived by either Party, each Party agrees that, during the Term of this Agreement and for a period of one (1) year following the termination thereof, it will not directly or indirectly solicit, encourage, or induce any person who is an employee, consultant, or independent contractor of the other Party to terminate his or her employment or contractual relationship with said Party for any reason, whether by direct contact or through executive search firms, employment agencies, or any other means. 29. Survival. Sections 8, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 24, 25, 26, 27, 28, and 29. [End of Document] ECHOIOGICS�� a MUELLER brand 7 Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 2.1 D(HIBITA � GLOSSARYOFTERMS Affiliate means a Person that, directly or indirectly, controls, is controlled by or is under common control with the first Person. Confidential Information means proprietary and confidential information received by Echo or Customer in connection with the Agreement and their relationship. Such Confidential Information may include, but is not limited to, trade secrets, know how, inventions, techniques, processes, programs, schematics, Software source documents, data, customer lists, financial information, and sales and marketing plans or information which the receiving party knows or has reason to know is confidential, proprietary or trade secret information of tl�e disclosing party. Deliverable means the reports and tangible items delivered by Echo to Customer as specified in writing and agreed upon by the parties hereto. Equipment means tangible equipment, devices, or components licensed to Customer by Echo in relation to the Services. Intellectual Property means any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing). Person means an individual, partnership, corporation, business trust, joint stock company, estate, trust, unincorporated association, joint venture, governmental authority or any other entity of whatever nature. Services means one or more of the services selected by the Customer and identified in Exhibit D. Services Descriptions mean the detailed descriptions of the Services purchased by Customer which are incorporated in the MSA by reference and attached in Exhibit D. ECHOLOGICS a MUELLER brand 0 a MUELLER brand 0 Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 2.2 D(HIBtT B Equipment/Software/ Fees Please refer to attached C1TY OF ASPEN - ECHOSHORE-DX Ouote ECHOLOGICS a MUELLER brand Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 2.3 D(HIBR C Payment Remittance Mail payments by check to: $USD Echologics, LLC 23418 Network Place Chicago, IL 60673-1234 E-mail wire transfer remittance advices to: Finance@echologics.com Wire instruction: Bank Name: JP Morgan Chase Address: 1 Chase Manhattan Plaza New York, NY 10005 R/T # 021000 021 Swift code: CHASUS33 AC # 716486022 ACH Payment: R/T #071000 013 ECHOLOGICS` a MUELLER brand Docusign Envelope ID: 21805554-783B-8130-8259-CCC65DBA2CB0 2.4 D(HIBIT D PipeScreen/ePulse/ECHO�ShoreDX Services and Services Descriptions Please refer to attached CITY OFASPEN - ECHOSHORE DX Ouote ECHOLOGICS 11 a MUELLER brand Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 2.5 EXHIBR' E Software as a Service Agreemenfi Please refer to attached Software as a Service Agreement ECHOLOGICS` 12 a MUELLER brand Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 ECHOLOGIC c� a MUELLER brand 1 Agreement Effective Date: 04/01/2026 CUSTOMER NAME &ADDRESS ("Custoiner"): NAME: City of Aspen ADDRESS LINE `1; 427 Rio Grande Place ADDRESS LINES �o CITY, STATE, SIP: Aspen, CO 81611 This Software as a Service Agreement (this "Agreement"), effective as of the date set forth above (the "Effective Date"), is by and between Ec iiDL®t~,I , LLt�, a DClaware limited liability company with offices located at 1200 Abernathy Rd, NE, Suite 1200, Atlanta, GA 30328 ("Provider"), and you, the customer ("Cu temer") Provider and Customer may be referred to herein collectively as the "Party" or individually as a "Party." Wf--IlaRE45, Provider and its Affiliates provide advanced water network monitoring, measurement, and control systems through its Software Services platform; WHEREAS, Customer has entered or may enter into a separate agreement with Provider and/or its Affiliate(s), or Provider's authorized distributor, for certain technology products and/or services which also require the use of Software Services made available by Provider ("Prime Agreement"); and WHEREAS, Customer's access and use of the Software Services is subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby ac{�nowledged, the Parties agree as follows: 1. Definitions. (a) "Affiliate(s)" means any other entity that, directly or indirectly through one or more interirrediaries, controls, is controlled by, or is under common control with, a party. (b) "Affiliate Product(s)" means Provider Affiliate product(s) which may work in in combination with the Software Services. (c) "Aggregated Statistics" rrreans data and information related to Customer's use of the Software Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Software Services. (d) "Application Programming Interface" or "API" means a set of defined rules that enable different applications to communicate with each other for the purpose of processing data. (e) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Software Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Software Services has been purchased hereunder. (f) "Customer Data" means information and data that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Software Services. (g) "Documentation" means Provider's user manuals, handbooks, and guides relat{ngto the Software Services provided to Customer upon its access to the Software Services, (h) "Fees" means the fees paid in relation to the Software Services as set forth in the Prime Agreement. (i) "Provider IP" means the Software Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics, F 1493107/24 Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 Page 2 of ( algorithmic tools and analysis outputs, and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Software Services, but does not include Customer Data. (j) "Software Services" means any application within the online SENTRyj software -as -a -service offering for use by Customer and its Authorized User(s). For avoidance of doubt, the Software Services do not include any Provider -managed services. (k) "Third -Party Products" means third -party products which may work in combination with the Software Services, 2. Access and Use. (a) Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non transferable right to access and use the Software Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall provide to Customerthe necessary passwords and network links, mobile. device application download links, or connections to allow Customer to access the Software Services. (b) Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, nontransferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Software Services. (c) API. Provider shall make available certain standard APIs for Customer's use with its systems ar services. Customer agrees to not abuse, misuse or exceed the reasonable limitations of the API access. Provider reserves the right to monitor Customer's API usage and enforce rate limits or other restrictions, such as but not limited to queries, to ensure the stability and optimal performance of the API and the Software Services. Customer acknowledges that the API usage is provided "as -is" and does not come with any warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose. Provider shall not be liable for any damages, losses, or liabilities arising from Customer's use of the API. In the event of any breach of the API uses permitted by this provision, Provider reserves the right to suspend or terminate Customer's API access. By utilizing any API, Customer agrees to comply with all applicable laws, regulations, and industry standards related to data protection, privacy, and security. Any API customization and/or integration support beyond Provider's standard API offering shall be subject to Provider approval and associated consulting and development fees. (d) Use Restrictions. Customer shall not use the Software Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at anytime, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Software Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software Services or Documentation; (!!!) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Software Services, in whole or in part; (!v) remove any proprietary notices from the Software Services or Documentation; or (v) use the Software Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual property right or other right of any person, or that violates any applicable law. (e) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP. (f) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Software Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Software Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third -party services or products required to enable Customer to access the Software Services; or (iii) in accordance with Section 5(a) (a "Service Suspension"). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Software Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Software Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liabilityfor any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. (g) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Software Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest ider in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Prov. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Software Services. Customer agrees that Provider may (!) make Aggregated Statistics publicly available in compliance with applicable law, and (i!) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information unless otherwise approved in writing by Customer. 3. Customer Responsibilities. (a) General. Customer is responsible and liable for all uses of the Software Services and Documentation resulting by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 Page 3 of 7 oI the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Software Services, and shall cause Authorized Users to comply with such provisions. (b) Customer Systems. Customer is responsible for (i) the acquisition, set-up and maintenance of its own mobile device and/or desktop computer equipment, as applicable, and the competent operation thereof in accordance with the Documentation; (ii) providing Provider with such access to its computer systems as is necessary for Provider to provide the Software Services; and (iii) providing all cooperation and assistance as Provider may reasonably request to enable Provider to provide the Software Services in connection with this Agreement. (c) Third -Party Products and Affiliate Products. Provider may from time to time allow Third -Party Products or Affiliate Products to work in combination with onto be supported bythe Software Services. For purposes of this Agreement, such Third -Party Products and/or Affiliate Products are subject to their own terms and conditions and must be procured by Customer separately from this Agreement. 4. Service Levels and Updates. (a) Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Software Services available in accordance with the service levels set forth below: Provider shall ensure that, in etch calendar month from the start date of the Software Services ("Availability Period"), the Software Services will have an average availability of 99.5% of the Availability Period as measured from within Provider's infrastructure environment (the "Availability Target"), as calculated in accordance with the following formula: Software Services Availability = (System Time - Disregarded Downtime) * 100 / System Time "System Time" means the number of hours in the relevant Availability Period. "Disregarded Downtime" means the number of hours of non -availability of the Software Services as measured from within Provider's infrastructure environment, excluding non - availability caused by: (i) Planned maintenance, or outages for which Provider has provided the Customer at least five (5) days' prior notice; Any device failure including, without limitation, non -availability or reduced availability of mobile network cover; (iii) Any problem with the internet or the Customer's internet connection (including any WWI connection where one is being used); (iv) Any act or omission by the Customer, or any person acting on behalf of the Customer, which prevents or delays the availability of the hosted services; and/or (v) Any Force Majeure event, including any failure of the internet or an occurrence of another major circumstance or event outside of Provider's control. Provider reserves the right to take the Software Services offline in order to carry out emergency maintenance, but shall use commercially reasonable efforts to provide the Customer with as much notice as is reasonably possible. Provider cannot guarantee the availability of the cellular, LoRa or other third party -maintained networks on which data communications depend. (b) Updates. Customer acknowledges that the Software Services may from time to time include updates, upgrades and other enhancements which Provider in its sole discretion will make available. All upgrades and testing of the Software Services will be performed at Provider's discretion. Customer will have no right hereunder to require specific customization of the Software Services, such as access to a prior version level or unique user interface. 5. Fees and Payment. (a) Fees. Customer shall pay the Fees as provided in the Prime Agreement. The applicable purchase order, invoice, schedule, exhibit, attachment, task order, or other ordering document included in the Prime Agreement ("Order") will establish the original order date for the Software Services ("Order bate"). If Customer fails to pay the Fees when due, without limiting Provider's other rights and remedies, Provider may suspend Customer's and its Authorized Users' access to any portion or all of the Software Services until such amounts are paid in full. (b) Fee Increase. Unless otherwise provided, the Fee for any Renewal Terms(s) (as defined below) shall escalate annually as of each annual anniversary of the Software Services original Order Date by the amount of the prior term's Fee plus the increase as based upon the U.S. Bureau of Labor Statistics Producer Price Index for Data Processing and Related Services, Hosting, ASP and Other IT Infrastructure Provisioning Services, Series ID: PCU5182105182105, 12-month percent change. The Renewal Fee is based upon the number of active endpoints at the time of Renewal. For any Initial Term longer than one (1) year, the Renewal Fee pricing shall be subject to then -current pricing after the conclusion of the initial Term, followed by application of the index -based escalation as provided above. 6. Confidential Information and Data Privacy. (a) From time to time during the Term, either Party may disclose or make available to the other Party non-public, proprietary information about its business affairs, products, services, confidential intellectual property, trade secrets, third -party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other tangible form, that is reasonably understood from the context of the disclosure, or is affirmatively marked, designated, or otherwise identified as Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 Page 4 of 7 "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non -confidential basis from a third parity; (d) independently developed by the receiving Parry; or (e) disclosed under legal compulsion. The receiving Party shall use the Confidential Information solely for the performance of this Agreement and shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (H) to establish a Parry's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writingto the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non -disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Parry; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non- disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. (b) Data Privacy and Security. (i) By Provider. Without limiting Provider's obligation of confidentiality as further described herein, Provider will use commercially reasonable efforts to establish and maintain a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the Customer Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Customer Data; (c) protect against unauthorized disclosure, access to, or use of the Customer Data; (d) ensure the proper disposal of Customer Data; and, (e) ensure that all employees, agents, and subcontractors of Provider, if any, comply with all of the foregoing. (ii) Data Protection. Each Parry shall comply with all laws and regulations applicable to the processing of personal data in connection with any transactions related to this Agreement which may be applicable, including any other legal requirements related to (a) privacy and data security, and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal and other processing of personal data ("Privacy Laws"). Unless otherwise agreed in the Prime Agreement, Customer consents to the storage of Customer Data on a Provider server located in the United States or Ireland. Customer is responsible for obtaining any necessary authorizations and consents prior to disclosing Customer Data to Provider or to any third party. The terms "controller", "personal data" and "processing" used in this section shall have the meaning set out in the applicable Privacy Laws. Either Party may use personal data consisting of ordinary business contact data (e.g., name, phone number, email address, etc.) in its capacity as a controller or processor strictly in accordance with applicable Privacy Laws in the normal course of business but onlyforthe purpose of administration of the Party's business relationship and performance of their obligations under this Agreement. 7. Intellectual Property Ownership; Feedback. (a) Provider 1P. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider 1P, and with respect to Third -Party Products or Affiliate Products, the applicable third -party or Affiliate owns all right, title, and interest, including all intellectual property rights, in and to the Third - Party Products or Affiliate Products. (b} Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest in and to the Customer Data. Customer hereby grants to Provider anon -exclusive, royalty free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Software Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty -free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data within the Aggregated Statistics. Provider mayshare Customer Data with its Affiliates as necessary to provide the Software Services orto allow one to make available other services to Customer it may benefitfrom. (c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, to lephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback. 8. Limited Warranty. (a) Provider warrants that the Software Services will conform in all material respects to the service levels set forth in Section 4(a) when accessed and used in accordance with the Documentation. Provider does not make any representations or guarantees regarding uptime or availability of third party networks such as but not limited to datacenter hosting or cellular or other connectivity. Any failure by Provider to meet the Availability Period shall entitle Customer to a term extension of Software Services for the period of time the Availability Period was not achieved. The remedy set forth in in this Section 8(a) is Customer's Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 Page 5 of 7 sole remedy and Provider's sole liability, and no Provider failure to maintain the Availability Period at any time shall be deemed a breach of this Agreement. THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD -PARTY PRODUCTS OR AFFILIATE PRODUCTS. (b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND ON A "AS AVAILABLE" BASIS, TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT AND SYSTEM INTEGRATION, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE SERVICES IS AT CUSTOMER'S RISK, PROVIDER DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR ANYTHIRD-PARTY PRODUCTS OR SERVICES OR AFFILIATE PRODUCTS OR SERVICES, 9, Indemnification. (a) Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third -party claim, suit, action, or proceeding ("Third -Party Claim") that the Software Services, or any use of the Software Services in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, patents, copyrights, or trade secrets, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii) If such aThird-Party Claim is made or appears possible, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Software Services, or component or part thereof, to make it non -infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, and refund Customer any pre -paid Fees on a pro rata basis as of the time of termination. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Software Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Software Services not made by Provider; (C) Customer Data; or (D) Third -Party Products. (b) Customer Indemnification. To the extent authorized under Colorado Law, Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third -Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, and any Third -Party Claims based on Customer's or any Authorized User's (1) failure to obtain any necessary consents in accordance with the Privacy Laws; (ii) negligence or willful misconduct; (iii) use of the Software Services in a manner not authorized by this Agreement; (iv) use of the Software Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (v) modifications to the Software Services not made by Provider, provided that Customer may not settle any Third -Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third -Party Claim or to participate in the defense thereof by counsel of its own choice.The Parties hereto understand and agree that Customer is relying on and does not waive or intend to waive by this Agreement, any provision hereof, including the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Colo. Rev. Stat, section 24- 10-101, et seq., as from time to time amended. (c) Sole Remedy, THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT .THE SOFTWARE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 10. Limitations of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i} CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, LIQUIDATED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. I.I. Term and Termination. (a) Term. The initial term of this Agreement begins on the Order Date and will continue in effect for one (1) year (the "Initial Term"), whereupon it will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non -renewal at least 90 days prior to the expiration of the then -current term (each a "Renewal Term"). (b) Termination. In addition to any other express termination right set forth in this Agreement: Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 Page 6 of 7 (i) Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Provider's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 6; (ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non -breaching Party provides the breaching Party with written notice of such breach; or (ili) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. (c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. (d) Survival. This Section 11(d) and Sections 1, 51 61 71 8(b), 91 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement. 12. Miscellaneous. (a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Orders, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. (b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first and/or last page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre -paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre -paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section. (c) Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control, including but not limited to acts of God, any natural disaster, epidemic, pandemic (including, but not limited to, COVID-19), explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances such as but not limited to failures or fluctuations in electrical power, telecommunications equipment or hosting services, or passage of law, order, regulation or any action taken by a governmental or public authority, including imposing an embargo. (d) Amendment and Modification; Waiver. This Agreement may not be amended or modified orally but only through a written amendment that is signed by each Party. No waiver of any right or duty under this Agreement will be effective, and no course of dealing will be binding on either Party, unless set forth in writing and signed by both Parties. (e) Severability. If any provision of this Agreement is void or unenforceable: (i) the Parties agree to replace such void or unenforceable provision with a replacement provision that most nearly approximates the outcome intended by the void or unenforceable provision, and (H) such invalidity or enforceability will not affect the validity or enforceability of any other provision hereof. (f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Colorado, United States, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurlsdiction other than those of the State of Delaware. In the event of a dispute the Parties may mutually agree to resolve the dispute by direct negotiation, mediation, or non -binding arbitration. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted in the state or federal courts of the State of Georgia, and each Party irrevocably submits to the exclusive jurisdiction of such- courts in any such suit, action, or proceeding. The Parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this Agreement, regardless of where the Parties do business or are incorporated. (g} Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Provider provided, however, that each Party may assign its rights and obligations hereunder to an Affiliate. Any purported assignment or delegation in violation of this Section will be null and void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. (h) Compliance with Laws/Export Regulation. The Parties will comply with all applicable laws, regulations and codes, including procurement of permits and licenses, when needed, of their respective states, territories, provinces, and/or countries in the performance of this Agreement, provided such is not in violation of the U.S. Government's Export and Anti -boycott Rules and Docusign Envelope ID: 21805554-783B-8130-8259�CCCB5DBA2CB0 Page 7 of 1 Regulations. The Software Services and related technical information, documents and materials are subject to export controls under the U.S. Export Administration Regulations and other applicable laws. Customer will (a) comply strictly with all legal requirements established under these controls; (b) cooperate fully with Provider in any audit or inspection that relates to these controls; and (c) not export, re-export, divert or transfer, directly or indirectly, any such item to any country or person who or which is embargoed by Executive Order or any applicable law, including any rules, regulations or policies promulgated thereunder. (i) US Government Rights. Each of the Documentation and the software components that constitute the Software Services is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor thereof, Customer only receives those rights with respect to the Software Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors. (j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section G or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available frorn any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. (I<) Publicity. Neither Party may release any information to third parties, make any public statements about this Agreement or otherwise use the other Party's name, logo or trademarks without the other Party's express written consent. (1) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be signed and delivered by its duly aufihorized representative. CUSTOMER AdaKr ,Zbhaelly Adam Donnelly Ihlar 29, 2o2fi 1 L20:21 EDIT By: Name: Adam Donnelly Title: VP, Smart Water Infrastructure Signed by: By: Name: Pete Strecker Title: City Manager Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0 �:Ittt of Aspen 127026 Final Audit Report Created: 202E-03-27 By: Arlaysia Bell (Ibell@muellerwp.com) Status: Signed Transaction ID: CBJCHBCAABAAs9ZR3VHDBsEM5_6y-nrxxrCkOtgOEulf �i Document created by Arlaysia Bell (Ibell@muellerwp.com) 202E-03-27 - 8:42:59 PM GMT- IP address: 73.137.40.67 C> Document emailed to adonnelly@muellerwp.com for signature 202E-03-27 - 8:48:13 PM GMT '� Email viewed by adonnelly@muellerwp.com 202E-03-27 - 8:48:31 PM GMT- IP address: 135.232.19.38 CSC Signer adonnelly@muellerwp.com entered name at signing as Adam Donnelly 202E-03-29 - 3:28:19 PM GMT- IP address: 174.195.34.E C�-; Document e-signed by Adam Donnelly (adonnelly@muellerwp.com) Signature Date: 202E-03-29 - 3:28:21 PM GMT -Time Source: server- IP address: 174.195.34.E �;��': Agreement completed. 202E-03-29 - 3:28:21 PM GMT 202E-03-29 a Docusign Envelope ID: 21805554-783B-8130-8259-CCCB5DBA2CB0