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CITY <br /> MASTER SERVICES AGREEMENT <br /> THIS MASTER SERVICES AGREEMENT(this "Agreement"), effective as of July 12, 2016, is by <br /> and between SAFETEC COMPLIANCE SYSTEMS,INC,, a Washington corporation, with offices located at <br /> 7700 NE Parkway Drive, Suite 125, Vancouver, Washington 98662 ("SafeTec") and City of Everett, a <br /> Washington corporation,with offices located at 3200 Cedar Street,Everett,WA 98201 ("Customer"). <br /> RECITALS: <br /> A. SafeTec is a Software-as-a-Service(SaaS) provider that develops, hosts, implements and <br /> supports an Internet-based solution providing Material Safety Data Sheet((M)SDS)and Safety Data Sheet <br /> (SDS) Management, and Chemical, Risk and Compliance solutions, including SDS Authoring services, <br /> project management and other expertise related to information services, data management, and business <br /> analytics(collectively,the"Services"), <br /> B. Customer, from time to time, desires to engage SafeTec to render certain Services and to <br /> provide certain related documents,work product,and other materials(collectively,the"Deliverables"),as <br /> requested in accordance with this Agreement,and SafeTec desires to accept such engagement. <br /> AGREEMENT: <br /> NOW,THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, <br /> the parties agree as follows: <br /> 1. Services, <br /> 1.1 Delivery of Services. During the Term of this Agreement, SafeTec shall provide <br /> the Services and Deliverables to Customer pursuant to each applicable Statement of Work entered into by <br /> the parties, attached hereto substantially in the form of Exhibit A (the "Statement of Work"). The <br /> Services and Deliverables shall be provided in accordance with the terms and conditions of this Agreement <br /> and the applicable Statement of Work. Absent the execution of a Statement of Work,this Agreement does <br /> not in and of itself represent a commitment by either party to provide any minimum amount of fees or <br /> services. <br /> 1.2 Statement of Work. Each Statement of Work shall be in a format similar to that <br /> of Exhibit A, and at a minimum, include the following information: (a)a detailed description of the <br /> Services to be performed pursuant to the Statement of Work; (b)the date upon which the Services will <br /> commence and the term of such Statement of Work;(c)the fees to be paid to SafeTec under the Statement <br /> of Work;(d)a payment schedule for the Services;(e)any criteria for completion of the Services;and(t)any <br /> other terms and conditions agreed upon by the parties in connection with the Services to be performed <br /> pursuant to such Statement of Work. <br /> 1.3 Execution of Statement of Work. Each Statement of Work, when executed by <br /> an authorized representative of both parties,shall become part of this Agreement and shall be subject to all <br /> terms and conditions of this Agreement. In the event of any conflict between any Statement of Work and <br /> terms and conditions of this Agreement(exclusive of such Statement of Work),the terms and conditions of <br /> this Agreement shall govern,except if and to the extent such Statement of Work expressly states that it is <br /> amending this Agreement. <br /> 211O321f2/VWC/1O2181=0003 <br /> PAGE 1 --SAFETEC-MASTER SERVICES AGREEMENT <br />