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HomeMy WebLinkAboutAG 20-030 - NPDESPRORETURN TO: PW ADMIN EXT: 2700 ID #: 3788 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / SWM 2. ORIGINATING STAFF PERSON: Leah Myhre EXT: 2752 3. DATE REQ. BY: 8/11/2020 3. TYPE OF DOCUMENT (CHECK ONE): O CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION m CONTRACT AMENDMENT (AGA): 20-030 ❑ INTERLOCAL ❑ OTHER 4. PROJECT NANm: NPDESPro G&S Agreement for Software, Software Support, Annual Licenses, Data Trarm 5. NAME OF CONTRACTOR: NPDESPro, LLC ADDRESS: 7 West Road, Tacoma, WA 98405_ TELEPHONE: 253-579-5302 E-MAIL:ieffCcr7nodespra.com FAX: SIGNATURENAME: Jeff McInnis TITLE: President 6. EXHIBITS AND ATTACHMENTS: ® SCOPE, WORK OR SERVICES ® COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL EXP. 12/31/ UBI # , EXP. 7. TERM: COMMENCEMENT DATE -.-February 18, 2020 COMPLETION DATE: February 18, 2021 8. TOTAL COMPENSATION: $ 22, 000.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: 13 YES 0 NO IF YES, $ PAID BY: ❑ CONTRACTOR Cl CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 401-3100-630-542-48-410 DOCUMENT/ CONTRACT REVIEW INITIAL / DATE REVIEW -ED INITIAL / DATE APPROVED 8 PROJECT MANAGER LM, 8/6/2020 8 DIVISION MANAGER 8 DEPUTY DIRECTOR DSW 8/6/2020 A DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 11 LAW DEPT ER 8!7/2020 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: N/A COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: N/A COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING 1 2C DATE REC' D: ` A ❑ SENT TO VENDOWCONTRACTOR DATE SENT: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) 1'!11;- i 1 'S'IGNED ❑ FINANCE DEPARTMENT i LAW DEPT I IGNATORY YO OR DIRECTOR) CITY CLERK _ ❑ ASSIGNED AGA- ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: EXECUTE" "ORIGINALS u2020 CITY OF CITY HALL Fed ra I 33325 8th Avenue South �©GWay Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway corn AMENDMENT NO. 1 TO GOODS AND SERVICES AGREEMENT FOR SOFTWARE, SOFTWARE SUPPORT, ANNUAL LICENSES, DATA TRANSFER AND UPLOAD This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and NPDESPro, LLC, a Washington limited liability company ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Software, Software Support, Annual Licenses, Data Transfer and Upload ("Agreement") dated effective February 18, 2020, as follows: 1. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A-] attached hereto and incorporated by this reference ("Additional Services"). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit B-1, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 CITY OF CITY HALL Federal ed a ra l Way V ray 33325 8th South -,� � Federal Wayy,, WA WA 98003-6325 (253)835-7000 www ci"ffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: d. ;L� Jim ell, f6ayor V /10DATE: Name Jeff McInnis Title: President Date: Aa�-.t Z. zoz o STATE OF WASHINGTON ) ATTEST: qagiui" — Step anie Courtney, CMC, City Clerk APPROVED AS TO FORM: C— J. Ryan Call, City Attorney ss. COUNTY OF ) 1 On tis dap onall.y appeared before me l t`�A , to me known to be the �r ? { _ of that executed the foregoing instrument, and acknowledged the said instrument to be [he free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. Af%�BEd and official seal this �� day of 2090.�� o?�� Notary's signatureItA ' I S -MON. Notary's printed name PUBLIC Notary Public in and for the State of Washington. ++,to.2 s _z,`4 S My commission expires _ �) 1 _ � + 1 �0 : AMENDMENT - 2 - 3/2017 CITY OF CITY HALL Federa f Wa 33325 8th Avenue South � Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway corn EXHIBIT A-1 ADDITIONAL SERVICES The Contractor shall do or provide the following in addition to Services in previous Exhibits: A. NPDESPro System Customization The Contractor will provide project management, planning, wire -framing, and development of features specific to the cloud -based web application to be used by the City of Federal Way. Services include a second upload of sites to connect them with geographic Area Numbers for more efficient tracking, creation of Operations & Maintenance and Source Control required fields for sites to improve inspection designations for each site, revision to reporting feature to exclude sites without required Operations & Maintenance and Source Control inspections, and the exclusion of sheet flow sites from the Operations & Maintenance inspection program. AMENDMENT -3 - 3/2017 CITY OF Federal Way EXHIBIT B-1 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www a1yolfederalway. com A. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional amount not to exceed two thousand and 00/100 Dollars ($2,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed twenty-two thousand and 00/100 Dollars ($22,000.00). B. Metliod of Compensation: After the Services have been performed, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed and the name of the personnel performing such Services. 1'ime of Pavn7cnt: a. NPDESPro System Customization: Payment shall be made by the City only after the Services have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. 2. General Provisions: If the Services do not meet the requirements of the original Agreement, the Contractor will correct or modify the Services to comply with the Agreement. The City may withhold payment for such Services until the Services meet the requirements of the Agreement. AMENDMENT - 4 - 3/2017 NPDELLC-01 CMILLIGA .4LClKU� DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 8/17/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME•. Basin Pacific Insurance & Benefits 4001 N 26th Street Suite A WC, NNo. Ext): (253) 759-6584 IAIc. Nal:(253) 759 810 - _ e-NA'LI�ra ban Tacoma, WA 98407 gr,t?I - �s h9 Y@ ,_si__ Pacific.com INSURED NPDESPRO LLC (Jeff McInnis) 7 West Rd Tacoma, WA 98406 COVERAGES CERTIFICATE NUMBER: INSURER C INSURER F REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL�SUBR POLICYEFF POLICYEXP TYPE OF INSURANCE RD WVD POLICY NUMBER I MJ LIMITS A X COMMERCIAL GENERAL LIABILITY _a_N_ EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE �X OCCUR .BLS2160856724 1/25/2020 1/25/2021 DAMAGE TO RENTED S 1,000,000 MED EXP (Any oneperson) S 15,000 & ADV INJURY S 1,000,000 EN'LAGGREGATE LIMIT APPLIES PER: _PERSONAL GENERAL AGGREGATE S 2,000,000 X POLICY ❑ PRO-JECT F—]LOC PRODUCTS - COUP/OP AGG S 2,000,000 S OTHER AUTOMOBILE LIABILITYCOMBIN ED SINGLE LIMIT $ BODILY INJURY Per erson $ ANY AUTO BODILY INJURY Per accident 5 OWNED SCHEDULED AUTOS ONLY AUTOS ROPERTY DAMAGE Per acddent $ HIRED NON -AWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB Ll OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIAR CLAIMS -MADE DED RETENTIONS S A WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE BLS2160856724 1/25/2020 1/25/2021 PER OTH- T 1,000,000 EACH ACCIDENT $ [_—]E,L. OFFICBRIMMggMBER EXCLUDED? IMandataryinNH) NIA E.L. DISEASE - EA EMPLOYEE S 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS boLow EL DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Federal Way is named as additional Insured City of Federal Way 33325 8th Ave. South Federal Way, WA 98003 NCE ELATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �J � AI rv. ! V, (• I . ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 8/8/2020 Corporations and Charities System BUSINESS INFORMATION Business Name: NPDESPRO LLC UBI Number: 604 478 858 Business Type: WA LIMITED LIABILITY COMPANY Business Status: ACTIVE Principal Office Street Address: 7 WEST RD, TACOMA, WA, 98406-7621, UNITED STATES Principal Office Mailing Address: 7 WEST RD, TACOMA, WA, 98406-7621, UNITED STATES Expiration Date: 08/31/2021 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 08/01/2019 Period of Duration: PERPETUAL Inactive Date: Nature of Business: ANY LAWFUL PURPOSE REGISTERED AGENT INFORMATION Registered Agent Name: JEFFREY MCINNIS Street Address: 7 WEST RD, TACOMA, WA, 98406-7621, UNITED STATES Mailing Address: GOVERNORS Title Governors Type Entity Name GOVERNOR INDIVIDUAL First Name Last Name JEFFREY MCINNIS https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1/1 RETURN TO: PW ADMIN EXT: 2700 ID#: J 1' 2- CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORINT 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ GWA - 2. ORIGINATING STAFF PERSON: EXT: `79-S2- 3. DATE REQ.BY: S Z�Z0 3. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT l I )(GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER f� /' 4. PROJECT NAME: NPDESTI—D U A S ��•� Sb7 W CL e, SD1 1 wm -e- S>VL(jpB�- 0 Li CQ,vLSQS, D 0.t a Tr- S kions l P Le 5. NAME OF C'()N F RAC FOR: W�FDC-S?rD , L LIC- _ ADDRESS: + T W A TELE P iCrNE. F-\11:a t 1. n Q5 1't1.Ca►rr.. FAX: SIGNATURE- N,\PATE ',,JR4+ W1hrit5 TITLE: Z)W VLCir 6. EXHIBITS AND t1TT;Af_`HNIFNT5' yi COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ClALL OTHER REFERENCE!:F' H 1i:1 l S Llf P"RUUI,I!! .' 1!'. i C.)SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS UBI# EXP. f a 7. TIER,► C i)f i ,I t. I '.C D .I - _ �.� � COMPLETION DATE': �� —�� Z02-1 }ITd y FS L'I I f gra _ �c h:� �+ a 8. Tar QVIF F NSAI'IsIN: bf D CD 0 Dfi7 [ ic���n aterWYr %� (MCi.0 tEXPEKEB'ANDSALESTAX,IFA`[YY) I 1 r I A 11:i a ON I-IOU[UI. LAB(H!r _. I rr_-:A1-1"V. crliFDULES OF EMPLOYEES TITLES AND HOLIDAY RAPES) Trt I pis R-EIN IS;'•Ry 1E-l_C F'-:DENSE: C N"LS 50.0 tF N I, I%. ,:;:1L1iVi DOLLAR AMOUNT: $ IS SALES TAX ONVI l ❑YES, �:O €F YES,$ PAID BY: ❑CONTRACTORCITN'ehA-L/f„_ RETAINAGE: RETAINAGE AMOUNT: �y 1 }� ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR o RETAINAGE BOND PROVIDED U�I`+M ❑ PURCHASING: PLEASE CHARGE TO: D -51 DD - b 3 0-54-L- L49 r 41 D 9. DOCUMENT/CONTRACT REVIEW I_N1G1.1.__a l-R ` IFr:P � INITIAL I DATEAPPROVED �OPROJECT MANAGER ;>-0D:VISIi1N IMAN k6ER 201iD .,eDEPt)ry DIREi-D-R � ■ �" DIRECTOR \rl Zz ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW DEPT l d lu 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: rl ' ` SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: FILE Lo 11. CONTRACT SIGNATURE ROUTING �710 N ' K 7 I�Far �MerAT5� ISI?�ESPry (•• > Fa Ni I, �..� ❑ SENTTO VENDOR/CONTRACTOR DATE SENT. z.� / C DATE REC'D: - 1-C ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFIQATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT I,AW DEPT r-d zO \SIGNATORY(MAYOR OR DIRECTOR) +7 -"'CI'T'Y CLERK Lam' ASS IGNED AG# AG# .-Q ❑ SIGNED COPY RETURNED DATE SENT: ❑RETURN ONE ORIGINAL COMMENTS: t� E_l'ECi TE" °ORIGINALS N�r> b L-'L-C' 1s S S C } r� (,e 115 S Ir_nl. X11 Y MSiu�)s ' �, IT o-� inC +&. 41 X10- rujil rV&1+s �n uv c 400 -�Vw l rM►4W. 'nW CITY OF CITY HALL Fe d e ra l Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cilyoffederalway.com GOODS AND SERVICES AGREEMENT FOR SOFTWARE, SOFTWARE SUPPORT,ANNUAL LICENSES,DATA TRANSFER AND UPLOAD This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation("City"),and NPDESPro,LLC,a Washington limited liability company("Contractor").The City and Contractor(together"Parties")are located and do business at the below addresses which shall be valid for any notice required under this Agreement: NPDESPRO,LLC: CITY OF FEDERAL WAY: Jeff McInnis Leah Myhre 7 West Road 33325 8th Ave. S. Tacoma, WA 98406 Federal Way, WA 98003-6325 (253) 579-5302 (telephone) (253) 835-2750 (telephone) (800) 204-1598 (facsimile) (253) 835-2709 (facsimile) .ern des ro.com leah-myhreacityoffederalway.com The Parties agree as follows: 1. TERM.The term of this Agreement shall commence upon the effective date of this Agreement,which shall be the date of mutual written execution,but in any event shall commence no later than January 31,2020("Term"). The one-year license for five(5)users will commence upon completion of the data migration and staff training as outlined in Exhibit"A", attached hereto and incorporated by this reference. The one-year license for five(5)users may be renewed annually by mutual written agreement of both Parties,at least thirty(30)days prior to the expiration of the current one-year license. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit"A" ("Work"), performed to the City's satisfaction,within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties.The Contractor warrants that it has the requisite training,skill,and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities,including but not limited to obtaining a City of Federal Way business registration.The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed.The Contractor warrants goods are merchantable,are fit for the particular purpose for which they were obtained,and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one(1)year after the City's final acceptance of the Work.This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods is repaired, only original replacement parts shall be used;rebuilt or used parts are not acceptable.When defects are corrected,the warranty for that portion of the work shall extend for one(1)year from the date such correction is completed and accepted by the City.The Contractor shall begin to correct any defects within seven(7)calendar days of its receipt of notice from the GOODS AND SERVICES AGREEMENT - 1 - 9/2017 CI71t OF CITY HALL Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cayoffederalway com City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City,the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 1"m , D0CUIII ClltiltIoil, all(I Ilis pcctloti.Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times,to observation and inspection by and with approval of the City,but the making(or failure or delay in making)such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement,notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty(30)days'written notice at its address set forth on the signature block of this Agreement.The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies,breaches confidentiality, or materially violates Section 13, and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit"B,"attached hereto and incorporated by this reference. Except as otherwise provided in Exhibit `B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. Following the completion of the initial Data Migration and Staff Training(as outlined in Exhibit "A"), the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work has been performed and the name of the personnel performing such Work.On an annual basis, and no later than thirty (30) days prior to the expiration of the current one-year license, the Contractor shall submit a voucher or invoice for the one-year license for five(5)users and staff support(as outlined in Exhibit"A")in the form specified by the City,including a description of what Work has been performed and the name of the personnel performing such Work. 4.3 Time of Pa ment. Payment shall be made within thirty(30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement,the Contractor will correct or modify the Work to comply with the Agreement.The City may withhold payment for such Work until the Work meets the requirements of the Agreement. 4.4 1)c['Ceti ve or U nauthorized Work.If any goods,materials,or services provided under this Agreement are either defective,unauthorized,or otherwise do not meet the requirements of this Agreement,the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees,incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. GOODS AND SERVICES AGREEMENT - 2 - 9/2017 CITY OF CITY HALL Federal edaral Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityof(ederalwav com 4.5 Non-Appropriation of Funds.If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period,the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.6 Final Payment: Waiver of Claims.Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Contractor Indemnification.The Contractor agrees to release,indemnify,defend,and hold the City, its elected officials, officers, employees, agents,representatives, insurers,attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees,or representatives,arising from,resulting from,or in connection with this Agreement or the performance of this Agreement,except for that portion of the claims caused by the City's negligence.Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence.Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City,its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph.The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver.It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act,Title 51 RCW,solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages,compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages,liabilities, losses, fines, fees,penalties expenses, attorney's fees,costs,and/or litigation expenses to or by any and all persons or entities,including without limitation,their respective agents,licensees,or representatives, arising from,resulting from or connected with this Agreement to the extent caused by the negligent acts, errors, or omissions of the City. 5.4 Survival.The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE.The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or GOODS AND SERVICES AGREEMENT - 3 - 9/2017 CITY OF CITY HALL "*4! Federal edaraI Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises,operations, independent contractors,products-completed operations, stop gap liability,personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than$1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury,including personal injury or death,and property damage. 6.2. No Limit of-Liability.Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability ofthe Contractor to the coverage provided by such insurance,or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City.Any insurance,self-insurance,or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured,Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit"C"and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidens e of payment of premiums or fees of such policies. if Contractor s insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three(3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival.The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENT I..LITY.All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination.All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. S. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement.These records shall be subject,at all reasonable times,to inspection,review or audit by the City, its authorized representative, the State Auditor,or other governmental officials authorized by law to monitor this Agreement. GOODS AND SERVICES AGREEMENT -4 - 9/2017 Cirr OF CITY HALL A4S Federal Feder 8th Avenue South Way Federal Way,WA 98003-6325 (253) 835-7000 www ciryoffederalway co; 9. INDEPENDENT CONTRACTOR/EMPLOYEE CONDITIONS. 9.1 Independence.The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work,the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment,nor to pay any social security,income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract.If the Contractor is a sole proprietorship or if this Agreement is with an individual,the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 9.2 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City,regardless of whether such may provide a secondary or incidental benefit to the Contractor,shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 10. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services.Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 11. EQUAL OPPORTUNITY EMPLOYER In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract,there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age(except minimum age and retirement provisions),race,color,religion,creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment.This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination,rates of pay or other forms of compensation,and selection for training,including apprenticeship.Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964,the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 12. GENERAL PROVISIONS. 12.1 lnterpretation and Modification.This Agreement,together with any attached Exhibits,contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement,the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this GOODS AND SERVICES AGREEMENT - 5 - 9/2017 CITY OF CITY HALL 4Feder 8th Avenue South Federal Way,WA 98003-6325 A% Federal Way (253) 835-7000 www cityoffederalway conn Agreement that is declared invalid,inoperative,null and void,or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect.Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement,including this provision,may be amended,waived,or modified except by written agreement signed by duly authorized representatives of the Parties. 12.2 Assiornent and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign,in whole or in part,any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent.Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest,heirs and assigns.This Agreement is made and entered into for the sole protection and benefit of the Parties hereto.No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 12.3 Acceptable Use. In regards to the NPDESPro application(System), the City shall not: a. Use the System for service bureau or time-sharing purposes,or in any other way purposefully allow third parties to exploit the System; b. Purposefully provide System passwords or other log-in information to any third party; C. Purposefully share non-public System features or content with any third party; or, d. Access the System in order to build a competitive product or service,to build a product using similar ideas, features, functions, or graphics of the System, or to copy an ideas, features, functions, or graphics of the System. In the event that it suspects any Breach of the requirements under Section 12.3, including without limitation by Designated Users, Contractor will immediately notify the City of any breach for unauthorized use. 12.4 Unauthorized Access. Both the City and the Contractor shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. The City and Contractor shall immediately notify the other Party of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach. 12.5 Designated Users & S stein Access. The City is responsible and liable for: a. Designated Users' use of the System,including without limitation unauthorized Designated User conduct and any User conduct that violates the requirements of this Agreement; and, b. Any use of the System through the City's account, whether authorized or unauthorized, except to the extent that said use is performed by persons or entities not employed by or affiliated with the City. 12.6 Intellectual Property(IP)Rights to the System.The Contractor retains all rights,title,and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant the City any intellectual property license or rights in or the System or any of its components,except to the extent this Agreement provides the City with the right to use the System as expressly provided herein.The City recognizes that the System and its components are protected by copyright and other laws. a. The City data stored in the System may be accessed or downloaded by the City at any time, and remains the property of the City in perpetuity. Upon termination of this Agreement by GOODS AND SERVICES AGREEMENT - 6 - 9/2017 CITY of CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalwaycom either Party,the City's data will be returned to the City or destroyed, as directed by the City at that time. i. If Contractor is acquired by a third party while bound to this Agreement, the City's ownership of its data must be included as a legal requirement of that acquisition. 12.7 CCom_lr_liaiic:e with LLt%vs. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54,as amended,occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 12.8 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor.Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement.Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement.Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail,postage prepaid,to the address set forth above.Any notice so posted in the United States mail shall be deemed received three(3)days after the date of mailing.Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants,agreements or options,and the same shall be and remain in full force and effect.Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default.Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court,King County,Washington,unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit,then suit maybe filed in any other appropriate court in King County,Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement,each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit,including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 12.9 Execution.Each individual executing this Agreement on behalf ofthe City and CoiiVa`(opwpresents and warrants that such individual is duly authorized to execute and deliver this Agreement.This A�gre maybe executed in any number of counterparts, each of which shall be deemed an original and\vith the same �f all Parties hereto had signed the same document.All such counterparts shall be construed tb%&t}ierWid Atli c'pnstktute one instrument,but in making proof hereof it shall only be necessary to produce one such cnuntea114leiure k and acknowledgment pages from such counterparts may be assembled together to'f rdi a sink � ' ent comprised of all pages of this Agreement and a complete set of all signature and acknow _�1 date upon which the last of all of the Parties have executed a counterpart of this Agreement sha1T CIO mutual execution"hereof. [Signature Page Follows] GOODS AND SERVICES AGREEMENT - 7 - 9/2017 CITY OF CITY HALL Federal � ��' 8th Avenue South FederaWayl Way,WA 98003-6325 (253) 835-7000 www ciryoffederalway com IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: ^ 0 6 Jim F ell, i ayor St anie Courtney, C", City Clerk DATE: GP APPROVED AS TO FORM. �r J. Ryan Call, City Attorney NPDESPRO LC: I . By: Printed Name: . C .n n S Title: II DATE: e �. `. 2-0 STATE OF WASHINGTON ) ss. COUNTY OF 0 this 4y personally appeared before me ��� � ���L!�.n, `�, to me known to be the +, '� _ of ,l L G LL( that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company,for the uses and purposes therein mentioned,and on oath stated that he/she was authorized to execute said instrument. iyAj�„df fid official seal this day of' ;�, k � t ,20,Q AW ,N fie vs�T'I�TA�1}�� Notary's signature n � , IC,s Notary's printed namePUBLC .... Notary Pdlac,in and for the tate of Washington. 1w a� My commission cxpi resOP ��' �• �2.� .a GOODS AND SERVICES AGREEMENT - 8 - 9/2017 Cltr OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.com EXHIBIT"A" SERVICES The Contractor shall provide on-boarding and licensing for NPDESPro, a cloud-based web application to be used by the City of Federal Way's Surface Water Management(SWM) Division as a database, inspection application, and communication hub for NPDES Permit-required activities relating to: Illicit Discharge Detection& Elimination(IDDE), Source Control (Business Inspections), and Private Commercial Drainage System Inspections. The Contractor shall provide the following services: A. One-time, On-boarding Services 1. Data. Migration The Contractor will upload sites and contacts into the application from City-provided data, write and run necessary script files, perform quality checks on imported data,review the installation with the City's IT Department and SWM Division, and provide final revisions before going live with the application. a. The data upload will not include asset information, documents, photos, or other information. The City may request a proposal from the Contractor in the future for the upload of this additional information. 2. Training and Full Web-based and Phone Technical Support The Contractor will provide a full day of training at the City of Federal Way City Hall that will include: full instruction on the use and function of NPDESPro for all included users, hard-copy NPDESPro manuals for each user, and instruction on navigating the help menu and use of web-based and phone-based support services. B. One-Year License for Five (5) Users 1. Initial Term. The Contractor will provide a full, one-year license for all five(5) users and full web and phone support as needed. a. Should the City need additional users on a short-term basis to meet NPDES Permit requirements, the Contractor may accommodate the City as needed. 2. Renewal. The one-year license for five(5)users will commence upon completion of the data migration and staff training as outlined in Section A. above. The one-year license for five (5) users may be renewed annually by mutual written agreement of both Parties, at least thirty(30) days prior to the expiration of the current one-year license. 3. Termination. If either Party wishes to terminate the Agreement, they must do so in writing no less than sixty(60) days prior to the expiration of the current one-year license. GOODS AND SERVICES AGREEMENT - 9 - 9/2017 CITY !7F CITY HALL Fe d e ra I Way Feder 8th Avenue South *" Federal Way,WA 98003-6325 (253) 835-7000 www cfyo(iederalway corn EXHIBIT "B" COMPENSATION A. Total Compensation. The City shall pay the Contractor an amount not to exceed twenty thousand and 00/100 Dollars ($20,000.00), in return for the Services listed in Exhibit"A," as follows: 1. Data Migration: Eight thousand eight hundred and 00/100 Dollars ($8,800.00) 2. Training and Full Web-based and Phone Technical Support: Two thousand five hundred and 00/100 Dollars ($2,500.00) 3. Initial One-Year License for Five (5) Users: Eight thousand seven hundred and 00/100 Dollars ($8,700.00) 4. One-Year License for Five (5) Users (ongoing): To be agreed upon by mutual written agreement of both Parties no later than thirty (30) days prior to the expiration of the current one-year license. B. kMetlrod of Cornpens tion. In return for the Services and associated fixed fees listed above, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work has been performed and the name of the personnel performing such Work. 1. Time of Payment: a. Initial Data Migration & Training: Payment shall be made by the City only after the Work has been performed and within thirty(30) days after receipt and approval by the appropriate City representative of the voucher or invoice. b. Initial One-Year License &Staff Support: Payment shall be made on an annual basis by the City within thirty(30) days after receipt and approval by the appropriate City representative of the voucher or invoice,but no later than thirty (30) days following the expiration of the current one-year license. C. Ongoing One-Year Licenses &Staff Support: Payment shall be made on an annual basis by the City within thirty(30) days after receipt and approval by the appropriate City representative of the voucher or invoice,but no later than thirty (30) days following the expiration of the current one-year license. 2. General Provisions: If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the Work to comply with the Agreement. The City may withhold payment for such Work until the Work meets the requirements of the Agreement. GOODS AND SERVICES AGREEMENT _ 10- 9/2017 NPDELLC-01 HGRAY CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY)1/27/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Heather Gray Basin Pacific Insurance&Benefits PHONFT59 6584 FAX -4810 4001 N 26th Street Suite A {A1C,:vo,Ext):(253) (Alc,No):(253)759 E-MTacoma,WA 98407 ADDRESS;hgray@basinpacific.com INSURER(S)AFFORDING COVERAGE NAIL H INSURER A:Liberty Mutual Insurance Company 23043 INSURED INSURER B: NPDESPRO LLC (Jeff McInnis) INSURER C t 7 West Rd INSURER 0: _ Tacoma,WA 98406 INSURER E:. INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP TYPE OF INSURANCE POLICY NUMBER ,rvYYY1 IMM1(�,t7j'LYYY] LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS-MADE X OCCUR BLS2160856724 1/25/2020 1/25/2021 DAMAGE TO RENTED 1,000,000 PREMISES(Ea occurrence) S MED EXP(Any one person) S 15,000 PERSONAL$ADV INJURY S 11000'000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY LOC PRODUCTS-COMPIOP AGG S 2,000,000 OTHER 5 AUTOMOBILE LIABILITY COEaccidentSINGLE LIMIT S ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) S AUTOS ONLY AUUTOS ONLY PROPERTY DAMAGE Per accident S S UMBRELLA LIAB OCCUR EACH OCCURRENCE 5 EXCESS LIAR CLAIMS-MADE AGGREGATE S DED RETENTIONS A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY BLS2160856724 1/25/2020 1/25/2021 YIN STATUTE 1 oER 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH AGGDENT S OFFICERWEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S 1,000'000 If yes,descdbe under 1,000,000 DESCRIPTION OF OPERATIONS below DISEASE.POLICY LI Mn S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of commercial general liability insurance CERTIFICATE HOLDER CANCEL.L.ATION.. — SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci of Federal Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City y ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave.South Federal Way,WA 98003 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NPDELLC-01 HGR_.AY DACE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 1/27i2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). .TACIT Heather Gray PRODUCER N A PIE: Basin Pacific Insurance&Benefits y� %�), (253)759-6584 jA! 759-4810 4001 N 26th Street Suite A A,.;.raol{253) E-MAIL h ra basin SS: 9 Y@ p aCifiC.COm Tacoma,WA 98407 ADDRE _- INSURERISI AFFORDING COVERAGE NAIC# INSURERA:Liberty Mutual Insurance Company 23043 INSURED INSURER B: NPDESPRO LLC (Jeff McInnis) INSURER_C: 7 West Rd INSURER D: Tacoma,WA 98406 INSURERS; INSURER F- COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _ INSR ADDL SUDR POLICY EFF I POLICY EXP LTR TYPE OF INSURANCE .,INgp,y,Np POLICY NUMBER p fd LIMITS A X COMMERCIAL GENERAL LIABILITY I EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE IX DAMAGE TO RENTED 1000,000 OCCUR BLS2160856724 1/25/2020 1/25/2021 �PREML,;5_$_(Eaoccurr@nce)._. s , i v MEA EXP(Any one arson S 15,000 PERSONAL&ADV INJURY S 1,000,000 '• (.%<E=ATE LIMIT APPLIES PER: ENERALAGGREGA 5 2,000,000) X JEST LOC PRODUCTS-COMP/O. P ACyG S 2,000,000 ;r S — _– Comaif SINGLE LIMIT AUTOMOBILE LIABILITY [F�21 wirl $ ANY AUTO BOOILY INJURY Perperson) $ OWNED SCHEDULED _ AUTOS ONLY AUTOS _B0lD Y INJURY(Per accident) S (PA� WDAMAGEAONLY AW4J abt S . S .. UMBRELLA LAB OCCUR EACH OCCURRENCE EXCESS LIAB 4 CLAIMS-MADE GGREGATE S DED RETENTIONS S A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY PER :.__ ER YEN �BLS2160856724 1/25/2020 1/25/2021 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N/A ELEACH ACCIDENT g QFFIQER/MEMBER EXCLUDED? _ 1 000 000 an story in NH) -- E_L.DISEASE-EA EMPLOYE S If yes describe under 1,0009000 DESCRIPTION OF OPERATIONS below E,L,DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of commercial general liability insurance CERTIFICATE HOLDER CANCELLATIQN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave.South Federal Way,WA 98003 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1/29/2020 Corporations and Charities System BUSINESS INFORMATION Business Name: NPDESPRO LLC UBI Number: 604 478 858 Business Type: WA LIMITED LIABILITY COMPANY Business Status: ACTIVE Principal Office Street Address: 7 WEST RD,TACOMA,WA,98406-7621,UNITED STATES Principal Office Mailing Address: 7 WEST RD,TACOMA,WA,98406-7621,UNITED STATES Expiration Date: 08/31/2020 Jurisdiction: UNITED STATES,WASHINGTON Formation/Registration Date: 08/01/2019 Period of Duration: PERPETUAL Inactive Date: Nature of Business: ANY LAWFUL PURPOSE REGISTERED AGENT INFORMATION Registered Agent Name: JEFFREY MCINNIS Street Address: 7 WEST RD,TACOMA,WA,98406-7621,UNITED STATES Mailing Address: GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL JEFFREY MCINNIS https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 1/1