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AG 23-124 - PACIFIC POWER GROUP, LLCi RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: PARKS 2. ORIGINATING STAFF PERSON: AUTUMN GRESSETT 4. EXT: 6914 3. DATE REQ. BY: 3/10/2023 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 ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL 0 OTHER GENERATOR MAINTENANCE STATE CONTRACT WORK ORDER 5. PROJECT NAME: GENERATOR MAINTENANCE STATE CONTRACT WORK ORDER 6. NAME OF CONTRACTOR: PACIFIC POWER GROUP, LLC ADDRESS: 805 BROADWAY STREET, SUITE 700, VANCOUVER, WA 98660 TELEPHONE 360-887-5982 E-MAIL: MBOURN@PACIFICPOWERGROUP.COM FAX: SIGNATURE NAME: CARRIE CCFER TITLE VP of POWER GENERATION 7. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES It COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: UPON SIGNATURE COMPLETION DATE: FEBRUARY 7, 2026 9. TOTAL COMPENSATION $ ANNUAL NTE $19,264.30 -CONTRACT TERM NTE $209,999.99 (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 DYES ®NO IF YES, $ PAID BY: © CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW L PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) It LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING INITIAL / DATE REVIEWED INITIAL/ DATE APPROVED AG 3/9/2023 JE 3/13/23 COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 0 SENT TO VENDOR/CONTRACTOR DATE SENT: 2/28/2023 DATE REC'D: 3/20/2023 ® 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.) INFfL / DATE SIGNED AW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK _AV ❑ ASSIGNED AG# AG# COMMENTS: insurance recieved 4/20/2023 2/2017 Autumn Gressett From: Michael Bourn < M Bourn@ PacificPowerGrou p.com > Sent: Monday, March 27, 2023 11:14 AM To: Autumn Gressett Subject: RE: City of Federal Way State Contract [EXTERNAL EMAIL WARNING] This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution j when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. That sounds good, thanks Autumn! Mike Bourn Senior Business Development Manager Pacific Power Group PACIFIC POWER GROUP 6100 S. 6th Way Ridgefield, WA 98642 D 360.887.5982 C 360.635.8850 From: Autumn Gressett <Autumn.Gressett@cityoffederalway.com> Sent: Monday, March 27, 2023 10:51 AM To: Michael Bourn <MBourn@PacificPowerGroup.com> Subject: [External] RE: City of Federal Way State Contract Michael, I've been given authority by our legal team to utilize your email chain as documentation. Traditionally we do require some other form, but they have approved this thread for this contracts purposes. Thanks! Thank you, fI u&"n41147re 4ett Community Relations Liaison, Performing Arts and Event Center Contract Administrator, Department of Parks, Recreation & Cultural Services CITY CF _ Federal Way Cen.' .— ....'.. Opportunity 253.263.5778 1 Cell 31510 Pete von Reichbauer Way S Federal Way, WA 98003 1 Facebook I Wehsite From: Michael Bourn <MBourn PacificPowerGroup com> Sent: Friday, March 24, 2023 2:26 PM To: Autumn Gressett <Autumn.Gressett@cityoffederalway.com> Subject: RE: City of Federal Way State Contract [EXTERNAL EMAIL WARNING] This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Hello Autumn, We don't have any external facing documents that would speak to this. I could have a letter drafted by her boss, our company president, that states she has signing authority, but honestly for a contract value of $25K +/- I don't feel this would be an appropriate request. I have been involved with countless government contracts in several states in my 30+ years in this industry, and I don't recall a request of this nature ever coming up; this is highly unusual and definitely not the norm. Thank you and best regards, Mike Bourn Senior Business Development Manager Pacific Power Group PACIFIC POWFILR rZKOUP 6100 S. 6th Way Ridgefield, WA 98642 D 360.887.5982 C 360.635.8850 From: Autumn Gressett <Autumn.Gressett@cityoffederaIway. com> Sent: Friday, March 24, 2023 2:15 PM To: Michael Bourn <MBoi.n nt�PacificPowerGroup.c_om> Subject: [External] RE: City of Federal Way State Contract Is there any bylaws or external documentation available that would show her signing authority? We don't necessarily need a dollar amount Thanks! Thank you, .4a&4Wn reoett Community Relations Liaison, Performing Arts and Event Center Contract Administrator, Department of Parks, Recreation & Cultural Services c1ty aE Federal Way Cenrererf nn Opporrunity 253.263.5778 1 Cell 31510 Pete von Reichbauer Way S Federal Way, WA 98003 Facebook I Website From: Michael Bourn <MBourn@PacificPowerGroup.com> Sent: Friday, March 24, 2023 1:12 PM To: Autumn Gressett <Autumn.Gressett@cityoffederalway.com> Subject: RE: City of Federal Way State Contract [EXTERNAL EMAIL WARNING] This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Hello Autumn, This contract was signed by a Vice President. We have internal grants of authority that stipulate signing authority, but these are not on company letterhead and are not shared outside of the company. Without disclosing the specific dollar value limit of our VP grant of authority, I can tell you that this contract value easily resides within the authority. Will this email suffice, or is additional documentation required? Thank you and best regards, Mike Bourn Senior Business Development Manager Pacific Power Group PACIFIC POWER GROUP 6100 S. 6th Way Ridgefield, WA 98642 D 360.887.5982 C 360.635.8850 From: Autumn Gressett <Autumn,Gressett@eityoffederalway.com> Sent: Friday, March 24, 2023 12:55 PM To: Michael Bourn <MBourn@PacificPowerGroup.com> Subject: [External] RE: City of Federal Way State Contract Michael, Do you have the letter showing signature authority? Legal on our end needs documentation. Thanks! Thank you, 4atU *2167re e,tt Community Relations Liaison, Performing Arts and Event Center Contract Administrator, Department of Parks, Recreation & Cultural Services CIE,( of ,ZN, Federal Allay CpNered on Opportunii,,. 253.263.5778 1 Cell 31510 Pete von Reichbauer Way S Federal Way, WA 98003 Facebook I Website From: Michael Bourn <MBourn @PacificPowerGrou .com> Sent: Monday, March 20, 2023 3:58 PM To: Autumn Gressett <Autumn.Gressett dt offederalwa .ccm> Cc: George Richen <Geor e.Richen cit ofFederalwa .corn>; Jason Gerwen <lason.Gerwen cityoffederalway.com> Subject: RE: City of Federal Way State Contract [EXTERNAL EMAIL WARNING] i This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Hello Autumn, Please find attached our signed agreement and please send me the fully executed copy at your earliest convenience. We appreciate your business and look forward to working with you! Best regards, Mike Bourn Senior Business Development Manager Pacific Power Group PACIFIC POWER GROUP 6100 S. 6th Way Ridgefield, WA 98642 D 360.887.5982 C 360.635.8850 From: Autumn Gressett <Autumn.Gressett cit offederalwa .cofri> Sent: Monday, March 20, 2023 8:44 AM To: Michael Bourn <MBourn PacificPowerGrou .com> Cc: George Richen <Geor e.Richen tit ❑ffederalwa .com>; Jason Gerwen <Jason.Gerwen cityoffederaiway.com> Subject: [External] RE: City of Federal Way State Contract Importance: High Michael, Thanks for going over the redlines this morning, see attached for final with changes. Thanks! 4 Thank you, ,4U&U nsv6re0ettt Community Relations Liaison, Performing Arts and Event Center Contract Administrator, Department of Parks, Recreation & Cultural Services C1:Y tlF Federal Way 4t+n*erwf on Opportunity 253.263.5778 1 Cell 31510 Pete von Reichbauer Way S Federal Way, WA 98003 Facebook I We site From: Bourn, Michael <MBourn PacificPowerGroup.com> Sent: Tuesday, February 28, 2023 8:04 AM To: Autumn Gressett <Autumri.Gr,essett a)lcityoffederalway.com> Cc: George Richen <Geor e.Richen cit offederalwa .com>; Jason Gerwen <Jason.Gerwen@cityoffederalway.com> Subject: City of Federal Way State Contract [EXTERNAL EMAIL WARNING] This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Good morning Autumn, Please find attached our signed agreement with a few redline revisions. Please send me a fully executed copy at your convenience with the redlines initialed by your authorized signer. Please don't hesitate to reach out to me for any additional information or to discuss as needed. We appreciate your business and look forward to working with you again soon. Thank you and best regards, Mike Bourn Senior Business Development Manager Pacific Power Group PACJFIC ROWIER CROUP 6100 S. 61h Way Ridgefield, WA 98642 D 360.887.5982 C 360.635.8850 From: Autumn Gressett <Auturtnn.Gressett cit offederalwa .com> Sent: Thursday, February 23, 2023 11:39 AM To: Bourn, Michael <MBourn PacificPowerGroup.com> Cc: George Richen <George.Richen _ cityoffederalwaYcam>; Jason Gerwen <Jason.GerwenPr-ityoffederaiway.com> Subject: [External] FW: City of Federal Way State Contract Importance: High You don't often get email from autumn.pressett@citvoffederalway.com. learn why this is important Mike, Great chatting with you! See attached as discussed, looking forward to hearing back! Thank you, A66tLomv lire Seth Community Relations Liaison, Performing Arts and Event Center Contract Administrator, Department of Parks, Recreation & Cultural Services cirr of Federal Way Cowererion Opportunity 253.263.5778 1 Cell 31510 Pete von Reichbauer Way S Federal Way, WA 98003 Faceboolc I Website CITY OF .�, Fe d e ra I Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com STATE MASTER CONTRACT WORK/PURCHASE ORDER GENERATOR MAINTENANCE AND REPAIR — NO.02420 This Work/Work/Purchase Order is being made between Pacific Power Group, LLC, a Washington Limited Liability Corporation (Contractor) and the City of Federal Way (City) as an Eligible Purchaser on Master Contract No. 02420 regarding Generator Maintenance and Re air. The City is an Eligible Purchaser pursuant to its Master Contract Usage Agreement (MUA) # K2488 with The Washington State Department of Enterprise Services. Pacific Power Group, LLC: Michael D. Bourn 805 Broadway Street, Suite 700 Vancouver, WA 98660 360-887-5982 mbourn@pacificpowergroup.com CITY OF FEDERAL WAY: Parks Department — Jason Gerwen 33325 8th Ave. S. Federal Way, WA 98003-6325 (253) 835-6912 (telephone) Jason.gerwen@cityoffederalway.com 1. WORK. This Work/Purchase Order is an Agreement for the Contractor to provide the goods, materials, and/or services and otherwise perform the work detailed in the scope of work in Exhibit "A." The scope of work of this Work/Purchase Order has been determined by the City to fall within the scope of the Master Contract, which is included as part of this Work/Purchase Order as Exhibit `B." 2. DELIVERY DATE(S). The Contractor will provide the goods, materials, and/or services and otherwise perform the work specified in Exhibit "A" by the schedule and delivery date(s) specified in that same Exhibit. 3. COST & COMPENSATION. 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 "A," consistent with applicable conditions provided in the Master Contract, included in this Work/Purchase Order Agreement as Exhibit `B." 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 may be required for adherence to prevailing wage requirements. Except as otherwise provided in Exhibit "A," 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 Work/Purchase Order. 4. TERMS AND CONDITIONS. This Work/Purchase Order incorporates the terms and conditions of the underlying Master Contract by reference and includes a copy of that Master Contract as part of the Work/Purchase Order as Exhibit "B." Insofar as they do not conflict with the terms and conditions of the Master Contract, the following terms and conditions apply to this Work/Purchase Order. If a conflict with the below terms and conditions and those of the Master Contract exists, the terms and conditions of the Master Contract shall prevail. CITY OF CITY HALL F8th Avenue South Federal Wa � Federal Way, WA 98003-6325 (253) 835-7000 www utyoffederal way. corn 4.1. SERVICE. The Contractor will provide the service(s) as set forth on this Work/Purchase Order consistent with the accepted practices for other similar services, performed to the City's satisfaction. All services and any related products are subject to the City's approval, which shall not be unreasonably withheld. 4.2. CHANGES. No modification to any of the terms, conditions, quality, specifications, or service will be effective without written consent of the City. 4.3. ASSIGNMENTS. The Contractor shall not 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 City. 4.4. PAYMENTS. Consistent with the provisions of the Master Contract, payment by the City for the Services will be made only after the Services have been performed, a voucher or invoice is submitted in the form specified by the City, and the same is approved by the appropriate City representative. Payment shall be made thirty (30) days after receipt of such voucher or invoice, so long as it is approved by the appropriate City representative. 4.5. WARRANTIES. The Contractor warrants that he/she has the requisite training, skill and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to being registered to do business in the City of Federal Way by 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 shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship discovered within one (1) year after the City's final acceptance of the Work. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the defective workmanship 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 defective workmanship correction. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. Parts and materials used in performance of work shall carry manufacturer's warranty only. Contractor shall work with the City to obtain replacement parts and materials in order for warranty work to be completed. 4.6. TAXES. The Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of services and payment by the City. 4.7. TERM. The term of this Work/Purchase Order is specified in Exhibit "A" of this Agreement and shall not extend beyond the term of the Contractor's Master Contract agreement with the State. 4.8. INDEMNIFICATION. The Contractor agrees to indemnify, defend, and hold the City, its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions, and liabilities (including costs and all attorney fees) 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 Work/Purchase Order to the extent caused by the negligent acts, errors or omissions of the Provider, its partners, shareholders, agents, employees. The Contractor waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW. This 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, and 2 CITY OF ,� I CITY HALL '% FederaY Y 33325 8ih Avenue South Federal Way, WA 98003-6325 �� (253) 835-7000 www.cslyofweretway.com shall survive the expiration or termination of this Work/Purchase Order with respect to any event occurring prior to such expiration or termination. 4.9. INSURANCE. The Contractor agrees to name the City as an additional insured on all insurance policies and for the minimum amounts, forms, and with such carriers consistent with the insurance provisions and requirements in the Master Contract. 4.10. EQUAL OPPORTUNITY. In all services, programs or activities, and all hiring and employment made possible by or resulting from this Work/Purchase Order, there shall be no discrimination by Contractor or by his/her employees, agents, subcontractors or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, 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. The Contractor shall not violate any of the terms of Chapter 49.60 RCW, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, or any other applicable federal, state, or local law or regulation regarding non- discrimination. Any material violation of this provision shall be grounds for termination of this Work/Purchase Order by the City and, in the case of a breach, may result in ineligibility for further City agreements. 4.11. DEFAULT. Contractor covenants and agrees that in the event suit is instituted by the City for any default on the part of the Provider, and the Provider is adjudged by a court of competent jurisdiction to be in default, Contractor shall pay to the City all costs, expenses expected or incurred by the City in connection therewith, and reasonable attorney's fees. The Contractor agrees that venue shall be in King County, Washington. 4.12. JURISDICTION & VENUE. In the event that 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 of the State of 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 may be filed in another appropriate court in King County, Washington. 4.13. ACCEPTANCE. BY ACCEPTING THIS WORK/WORK/PURCHASE ORDER IN WRITING, CONTRACTOR ACCEPTS ALL OF THE TERMS AND CONDITIONS SET FORTH. 5. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Work/Purchase Order Agreement. 6. ELECTRONIC SIGNATURES. A signed copy of this Work/Purchase Order Agreement or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such other ancillary agreement for all purposes. CITY OF CITY HALL Federal Wa 33325 Avenue South =%,kFederal Way, WA 98003-6325 (253)835-7000 www cityoffederal way. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: fa✓' Jimvi�eere 1, Mayor DATE: / /Z6 /23 Pacific Power Group, LLC: By: Ce' 2 [ . Printed Name: Carrie Cofer Title: Vice President of Power Generation DATE: March 20, 2023 ATTEST: �A&Wiz " SVph,Anie Courtney, CMC, i y Clerk APPROVED AS TO FORM: J. an Call, City orney El CITY OF Federal Allay EXHIBIT "A" SCOPE OF WORK/SERVICES, COSTS, AND DELIVERY DATE(S) 1. Scope of Work/Services CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 635-7000 www cityoffederalway coin The Contractor shall do or provide the following: Basic Inspection and Full -Service Generator Maintenance and Repair at the locations listed below. A. LOCATIONS City of Federal Way Generators Location Manufacturer Size Model Serial Number City 1D Number Number City Hall DFGE- 33325 8" Onan 750 KW 5672987 E040638190 92460 Ave S Police Facility Onan 35 KW DCiC'D C080165474 92480 600 S 333'd 7075072 St FW Community DQFAA- Center Onan 750 KW D0800176462A 92490 876 S 333"' 7082284 St Maintenance 11.7 KW GS12D- Facility Onan / 11.7 LPBD3- 02005488LPWA3A79 92470 3113028 KVA 208 Ave S Portable Unit Onan 60 KW / OT70C T7008-000105 92500 75 KVA Portable Unit Onan 60 KW / OT70C T7008-000105 92510 75 KVA CITY OF Federal Way B. SCHEDULING CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www.cityofiedei tilway.com i. All work must be completed during normal business hours, Monday -Friday (7a-4p) ii. Contractor's on -site activities must be scheduled at least five (5) business days in advance and coordinated through: George Richen Parks & Facilities Manager (253) 329-8419 george.richen@cityoffederalway.com C. BASIC INSPECTIONS — TO BE COMPLETED TWICE A CALENDARYEAR 1st Visit: March/April, 2°d Visit: September/October i. BATTERIES AND BATTERY CHARGER • Visually inspect battery terminal connections • Verify electrolyte level, vent caps of all cells in the starting battery system • Visually inspect wiring, connections and insulation ■ Record battery charging functions • Record battery information • Record battery condition test ii. FUEL SYSTEM ■ Visually inspect ignition system (Natural Gas and Propane Only) • Record primary tank fuel level • Inspect engine fuel system for leaks • Visually inspect all engine fuel hoses, clamps, pipes, components and fittings • Visually inspect rupture/ containment basin • Inspect day tank and controls (if applicable) • Optional - fuel sample for laboratory analysis* iiL COOLING SYSTEM • Record coolant level • Visually inspect for coolant leaks • Visually inspect drive belts condition • Verify for proper coolant heater operation • Record jacket water temperature Con 4% CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cityoffedere4vay.com • Visually inspect fan, water pump, drives and pulleys • Visually inspect all coolant hoses, clamps and connections • Visually inspect radiator condition • Visually inspect louver for damage • Visually inspect fan hub and drive pulley for mechanical damage • Record freeze point of antifreeze protection • Record DCA level prior to changing coolant filter • Optional - Coolant sample for laboratory analysis iv. LUBRICATION SYSTEM • Visually inspect engine oil leaks • Visually inspect engine oil lines and connections • Record oil level • Optional - Oil sample for laboratory analysis* V. GENSET CONTROLS AND ACCESSORIES ■ Visually inspect all engine mounted wiring, senders and devices • Visually inspect all control mounted components and wiring • Verify all connecting plugs are tightened and in a good condition • Visually inspect all accessory components and wiring ■ Visually inspect and test lighting indicators A. INTAKE AND EXHAUST SYSTEMS • Visually inspect air filter and housing • Visually inspect all engine piping and connections • Record air cleaner restriction • Visually inspect engine exhaust system for leaks • Visually inspect rain cap • Optional — Air filter replacement* • Optional - Clean crankcase breather or replace filters* vii. GENERAL CONDITIONS • Visually inspect governor linkage and oil level • Visually inspect guards • Visually inspect enclosure • Visually inspect engine and generator mounts • Verify emergency stop operation 7 CITY OF �. Federal Way viii. TRANSFER SWITCH CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cilyoffederailway, com • Visually inspect controls and time delay settings* • Verify function of exercise clock and record settings from controller* • Verify remote start control operation • Record utility / source one voltage *Requires load transfer, which will disrupt power to building — owner authorization required ix. AFTERTREATMENT (Quote available upon request) • Verify DEF level • Record DPF restriction • Visually inspect aftertreatment and controls X. SWITCHGEAR (Upon Request) • Inspection and Full -Service quote available upon request. D. FULL SERVICE (INCLUDES INSPECTION) — TO BE COMPLETED ANNUALLY DURING THE MARCH/APRIL VISIT i. OPERATIONAL & FUNCTIONAL REVIEW OF GENERATOR CRITICAL COMPONENTS • Inspect engine cooling fan & fan drives for excessive wear or shaft wobble • Check all pulleys, belt tensioners, slack adjusters & idler pulleys for travel, wear & overall condition • Inspect / lubricate drive bearings, gear or belt drives, and other shaft connecting hardware ii. LUBRICATION OIL & FILTRATION SERVICE • Change engine oil • Change oil, fuel and water filters • Post lube services operations of genset (unloaded) at rated temperature iii. SERVICES AVAILABLE AT ADDITIONAL CHARGE • Any additional repairs, parts, or service that may be required will be brought to the attention of the City. Repairs will only be made after proper authorization in writing from the City is given to Contractor. Any additional repairs, maintenance or service 8 CITY OF Fe d e ra I 'I1ilay CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 ww.w cityoffederalway com performed by Contractor or a Planned Equipment Maintenance Agreement holder will be at current Contractor labor rates. Arc flash boundary and available incident energy shall be identified and marked on equipment being serviced or maintained. Are Flash study to determine boundary, protection requirements, and etc. and labeling of equipment is by Owner and is not provided by Pacific Power Group. 2. Costs - Amount of Contract/Compensation i. Total Compensation: In return for the Services, the City shall pay the Contractor a total amount not to exceed One Hundred Ninety Thousand Seven Hundred Thirty -Five and 69/100 Dollars ($190,735.69) and Washington State sales tax equal to Nineteen Thousand Two Hundred Sixty - Four and 30/100 Dollars ($19,264.30) for a total of Two Hundred Nine Thousand Nine Hundred Ninety -Nine and 99/100 Dollars ($209,999.99). ii. Method of Compensation: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: Category 1: Preventive maintenance, repair services and load bank testing for generators up to 600 kW. Journey -level Power Equip. Region g Mechanic Electrician (01) Operator, Gen. Plant Truck driver Engineer and Gen. North Puget Prevailing o 139.83 /o Prevailing Prevailing o o 146.84 /o Wage + 0 /o Prevailing 0% Sound Wage + Wage + Wage + After-hours/emergency PPG Afterhours/emergency labor billed at 1.5X Dayshift Rates work (Overtime) Replacement Parts PPG Markup: 35% (Cost/0.65) Category 2: Preventive maintenance, repair services and load bank testing for generators 601 kW to 3,000 kW (or larger) Mechanic Journey -level Power Equip. Operator, Gen. Plant Truck driver Re Region g Electrician (01) Engineer and Gen. CITY of �A% Federal Way North Prevailing o Prevailing o Puget Wage + 139.83 /o sage + 146.84 /o Sound CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cilyoffederal�ray.. com Prevailing ing 0 /o Prevailing 0% g Wage + After-hours/emergency I PPG Afterhours/emergency labor billed at 1.5X Dayshift Rates l work (Overtime) Replacement Parts I PPG Markup: 3 5 % (Cost/0.65) Permit fees Cost of permit fees may be charged at cost as a separate line item on customer invoices. Labor costs involved in obtaining permits may be charged at regular contract prices. Travel charges Mileage: $3 per mile Hourly each way: Charged at the actual hours in transit for the actual technician for the county of the job site at the markup rate (PW+%) Per diem at actual State Administrative and Accounting Manual rates (based on federal GSA guidelines) per location of job — no minimum charge; no charge for lodging if no overnight stay. Minimum charge for service: $300 3. Term - Work Start Date and Completion Date The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than February 7, 2026 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 10 CITY 4F CITY HALL Fe d e ra I Wa 33325 Avenue South Federal Way, WA 98003-6325 (253)835-7000 www.d"ffedem1way. corn EXHIBIT "B" STATE MASTER CONTRACT GENERATOR MAINTENANCE AND REPAIR - NO.02420 11 rv"��C" Washington State Department of Enterprise services MASTER CONTRACT No. 02420 GENERATOR MAINTENANCE AND REPAIR For Use by Eligible Purchasers By and Between STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES and PACIFIC POWER GROUP, LLC in All Categories and All Regions Dated September 17, 2021 MASTER CONTRACT No. 02420 GENERATOR MAINTENANCE AND REPAIR This Master Contract ("Master Contract") is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency ("Enterprise Services") and Pacific Power Group, LLC, a Washington corporation ("Contractor") and is dated and effective as of September 17, 2021. RECITALS A. Pursuant to Legislative direction codified in RCW chapter 39.26, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish master contracts for goods and/or services for general use by Washington state agencies and certain other entities (eligible purchasers). B. On behalf of the State of Washington, Enterprise Services, as part of a competitive governmental procurement, issued Competitive Solicitation No. 02420 dated November 4, 2020. C. Enterprise Services evaluated all responses to the Competitive Solicitation and identified Contractor as an apparent successful bidder. D. Enterprise Services has determined that entering into this Master Contract will meet the identified needs and be in the best interest of the State of Washington. E. The purpose of this Master Contract is to enable eligible purchasers to purchase Generator Maintenance and Repair as set forth herein. AGREEMENT Now THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. TERM. The term of this Master Contract is fifty-three (53) months, commencing September 17, 2021 and ending February 7, 2026. 2. ELIGIBLE PURCHASERS. This Master Contract may be utilized by any of the following types of entities ("Purchaser"): 2.1. WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, boards, and commissions. 2.2. WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following institutions of higher education in Washington: la State universities — i.e., University of Washington & Washington State University; ■ Regional universities — i.e., Central Washington University, Eastern Washington University, & Western Washington University ■ Evergreen State College; MASTER CONTRACT No. 02420 (Rev. 2020-03-11) ■ Community colleges; and • Technical colleges. 2.3. MCUA PARTIES. Any of the following types of entities that have executed a Master Contract Usage Agreement with Enterprise Services: • Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington; • Federal governmental agencies or entities; ■ Public -benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that receive federal, state, or local funding); and • Federally -recognized Indian Tribes located in the State of Washington. 3. SCOPE— INCLUDED GOODS/SERVICES AND PRICE. 3.1. CONTRACT SCOPE. Pursuant to this Master Contract, Contractor shall furnish qualified personnel, replacement parts, tools and supplies to perform generator preventative maintenance, repairs and load bank testing in accordance with the manufacturer requirements and current industry standards (hereafter "Services") for the prices set forth in ExhibitA— Prices. Contractor shall not represent to any Purchaser under this Master Contract that Contractor has contractual authority to sell any services beyond those set forth in this Master Agreement. 3.2. STATE'S ABILITY TO MODIFY SCOPE OF MASTER CONTRACT. Subject to mutual agreement between the parties, Enterprise Services reserves the right to modify the goods and/or services included in this Master Contract; Provided, however, that any such modification shall be effective only upon thirty (30) days advance written notice; and Provided further, that any such modification must be within the scope of this Master Contract. 3.3. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, Contractor guarantees to provide Services during the term of this Master Contract at no greater than the prices (prevailing wage plus percentage markup) set forth in Exhibit — Prices. 3.4. MASTER CONTRACT INFORMATION. Enterprise Services shall maintain and provide information regarding this Master Contract, including scope and pricing, to eligible Purchasers. 4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Master Contract and at the time any order is placed pursuant to this Master Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. 4.1. QUALIFIED TO Do BUSINESS. Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it is registered with the Washington State Department of Revenue and the Washington Secretary of State, that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington. 4.2. SUSPENSION & DEBARMENT. Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, MASTER CONTRACT No. 02420 ( Rev. 2020-03-11) 4 or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States. 4.3. PERFORMANCE & DELIVERY OF SERVICES. Contractor represents and warrants that in performing Services pursuant to this Master Contract, Contractor shall: a) Provide replacement parts and supplies that are merchantable, fit and safe for the intended purposes, free from defects in materials and workmanship, free of liens and encumbrances and are produced and delivered in full compliance with applicable law; b) Perform its obligations in a timely, professional, and workmanlike manner consistent with standards in the profession; c) Meet or exceed the performance and operational standards and specifications in this Master Contract; d) Not interfere with the State's operations; e) Obtain and maintain all necessary licenses, permits, or other authorizations necessary for the performance of the Master Contract; f) Cooperate with the State and any third party to achieve the objectives of the Master Contract; g) Return to the Purchaser any Purchaser -furnished equipment or other resources in the same condition as when provided when no longer required for the Master Contract; h) Comply with all Purchaser physical and IT security policies and standards which will be made available upon request; i) Comply with all State fire, access, safety, and other security requirements while on State premises; and j) Provide the State priority in performance of this Master Contract except as mandated by federal disaster response requirements. Upon breach of warranty, Contractor will repair or re -perform (at no charge to Purchaser) any Services whose nonconformance is discovered and made known to the Contractor. If, in Purchaser's judgment, repair or re -performance is inadequate, or fails of its essential purpose, Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. Notwithstanding any provision to the contrary, any breach under this paragraph is considered a material breach. MASTER CONTRACT No. 02420 (Rev.2020-03-11) 3 4.4. WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Master Contract and the three (3) year period immediately preceding the award of the Master Contract, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52. 4.5. PAY EQUALITY. Contractor represents and warrants that, among its workers, similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job -related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job -related factor or factors may include, but not be limited to, education, training, or experience that is: consistent with business necessity; not based on or derived from a gender -based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender -based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Master Contract and any Purchaser hereunder similarly may suspend or terminate its use of the Master Contract and/or any agreement entered into pursuant to this Master Contract. 4.6. EXECUTIVE ORDER 18-03 — WORKERS' RIGHTS. Contractor represents and warrants, as previously certified in Contractor's Bidder's Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. 4.7. PERFORMANCE SPECIFICATIONS. Contractor represents and warrants that all Services performed by Contractor shall be based upon the performance specifications of individual equipment as published by the equipment manufacturer or as otherwise indicated in this Master Contract or Purchaser's ordering document. 4.8. INDUSTRY CODES AND STANDARDS. Contractor represents and warrants that Contractor's Services comply with the latest edition of applicable industry and government codes and standards. 4.9. LABOR FURNISHED. Contractor represents and warrants that any electrical work required for the Services performed by Contractor shall be performed by a certified journey -level electrician as required by RCW 19.28.161 and WAC 296-4613-920. 4.10. MANUFACTURER CERTIFICATION. Contractor represents and warrants that it is the factory authorized distributor for Rolls Royce/MTU, and employs technicians that are trained or experienced in servicing equipment from Caterpillar, Kohler, Cummins/Onan, and Generac - and that it shall maintain its authorized service provider status for the Term of this Master MASTER CONTRACT No. 02420 4 ( Rev. 2020-03-11) Contract. Upon request by Enterprise Services, Contractor shall provide evidence of its status as an authorized service provider. 4.11. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Purchasers' employees. 4.12. WASHINGTON'S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that it is registered in Washington's Electronic Business Solution (WEBS), Washington's contract registration system and that, all of its information therein is current and accurate and that throughout the term of this Master Contract, Contractor shall maintain an accurate profile in WEBS. 4.13. STATEWIDE PAYEE DESK. Contractor represents and warrants that it is registered with the Statewide Payee Desk, which registration is a condition to payment. 4.14. MASTER CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that it shall use commercially reasonable efforts both to promote and market the use of this Master Contract with eligible Purchasers and to ensure that those entities that utilize this Master Contract are eligible Purchasers. Contractor understands and acknowledges that neither Enterprise Services nor Purchasers are endorsing Contractor's goods and/or services or suggesting that such goods and/or services are the best or only solution to their needs. Accordingly, Contractor represents and warrants that it shall make no reference to Enterprise Services, any Purchaser, or the State of Washington in any promotional material without the prior written consent of Enterprise Services. 4.15. MASTER CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Master Contract or a similar contract, is transitioned to another contractor (e.g., Master Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services for a period of sixty (60) days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington. 4.16. COVID VACCINATION CERTIFICATION. Pursuant TO PROCLAMATION 21-14 — COVID-19 VACCINATION REQUIREMENT (DATED AUGUST 9, 2021) as amended by Proclamation 21-14.1 — COVID-19 Vaccination Requirement (dated August 20, 2021). ("Proclamation") all contractors and any of their employees and/or subcontractors who provide contracted services on -site must certify that they are fully vaccinated against COVID-19 virus, unless properly excepted or exempted for disability or sincerely held religious beliefs as set forth in the Proclamation. Contractors who cannot so certify are prohibited from contracting with the state. CONTRACTOR represents and warrants that should their responsibilities to the AGENCY involve on -site services as of October 18, 2021, CONTRACTOR's personnel (including subcontractors) providing such services will be fully vaccinated against the COVID-19 virus unless properly excepted or exempted for disability or sincerely held religious beliefs as set forth in the Proclamation. CONTRACTOR further understands that, upon request, CONTRACTOR personnel must provide AGENCY proof of vaccination, in a manner established by the AGENCY. Failure to meet these requirements may result in the immediate termination of the AGREEMENT. MASTER CONTRACT No. 02420 5 (Rev. 2020-03-11) 5. USING THE MASTER CONTRACT— PURCHASES. 5.1. ORDERING REQUIREMENTS. Eligible Purchasers shall order goods and/or services from this Master Contract, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchaser but, at a minimum, including the use of a purchase order. When practicable, Contractor and Purchaser also shall use telephone orders, email orders, web -based orders, and similar procurement methods (collectively "Purchaser Order"). All order documents must reference the Master Contract number. The terms of this Master Contract shall apply to any Purchase Order and, in the event of any conflict, the terms of this Master Contract shall prevail. Notwithstanding any provision to the contrary, in no event shall any 'click -agreement,' software or web -based application terms and conditions, or other agreement modify the terms and conditions of this Master Contract. 5.2. RECEIPT AND INSPECTION OF SERVICES. Services purchased under this Master Contract are subject to Purchaser's reasonable inspection, testing, and approval at Purchaser's destination. Purchaser reserves the right to reject and refuse acceptance of Services that are not in accordance with this Master Contract and Purchase Order. If there are any apparent defects in the Services at the time of delivery, Purchaser promptly will notify Contractor. At Purchaser's option, and without limiting any other rights, Purchaser may require Contractor to repair, replace or re -perform, at Contractor's expense, any or all of the Services within five (5) business days of the notice or, at Purchaser's option, Purchaser may note any issues with the services on the receiving report, decline acceptance, and deduct the cost of rejected Services from final payment. Payment for any Services under such Purchase Order shall not be deemed acceptance of the Services. 5.3. ON SITE SAFETY REQUIREMENTS. While on Purchaser's premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchaser's physical, fire, access, safety, and other security requirements. Contractor's employees might have to pass a security background check before performing Services for certain Purchasers. All Contractor's employees who provide services at Department of Corrections (DOC) facilities must pass a security background check to be cleared for access to a DOC facility. Contractor shall submit required personnel information with adequate time for completion of a security background clearance, generally five (5) business days ahead of a scheduled site visit. For emergency requests, the Contractor will maintain a ready pool of personnel who are cleared for access. Some DOC facilities may require security clearance to be updated every 90 days. Contractors' employees who provide service at a DOC facility may be required to attend a security briefing before working inside a facility for the first time. The briefing will cover tool control, key control, association with offenders, staff escorts, use of cell phones, pagers, cameras, tobacco products, alcohol, and weapons. 5.4. CLEANING. Contractor shall insure that all areas are clean and salvaged materials or scraps are removed before leaving jobsite. The cleaning must be to a minimum of industry standards, and shall be to the full satisfaction of Purchaser. Contractor will be fully responsible for removal and disposal of all parts, supplies, oils, greases, solvents and soiled cleaning cloths/rags that are used in performing the Services. All material will be disposed of in accordance with all applicable local, State and Federal laws and regulations. 5.5. PREVENTIVE MAINTENANCE. Contractor shall perform preventive maintenance to prevent malfunctions or shutdowns of generator systems due to normal wear and tear. Preventive maintenance includes scheduled, periodic, on -site inspection, testing, adjustments and part replacements of the generator system to keep a generator in proper working order consistent MASTER CONTRACT No. 02420 6 (Rev. 2020-03-11) with original manufacturer specifications and recommendations. Contractor and Purchaser shall establish a preventive maintenance agreement to cover the specific tasks and frequency of preventive maintenance services for Purchaser's generator system. Services shall be performed during normal business hours and charged at a regular hourly rate, unless otherwise requested and approved by the Purchaser in advance. Normal business hours shall mean 7:30 a.m. to 5 p.m., Monday through Friday, with the exception of state holidays. 5.6. LOAD BANKTESTING. Contractor shall perform load bank testing and provide Purchaser with the load bank testing report that contains comprehensive test results. Load bank testing produces artificial loads on the generators by bringing the engine to an appropriate operating temperature and pressures to verify all primary components of the generator system are in proper working condition consistent with original manufacturer specifications and recommendations. Contractor and Purchaser shall establish an agreement to cover the specific tasks and frequency of load bank testing services for Purchaser's generator system. Services shall be performed during normal business hours and charged at a regular hourly rate, unless otherwise requested and approved by the Purchaser in advance. Normal business hours shall mean 8 a.m. to 5 p.m., Monday through Friday with the exception of the state holidays. 5.7. REPAIR SERVICES. Repair services include un-scheduled maintenance of generator systems which are not operating properly and require immediate repair or service to return them to proper working order consistent with original manufacturer specifications and recommendations. Contractor shall provide twenty-four (24) hours a day, seven (7) days a week telephone service for as -needed repair requests. Prior to any repairs being made by the Contractor, the Contractor shall submit a written proposal to the Purchaser to obtain formal approval to proceed. 5.8. REPLACEMENT PARTS. In performing the services, Contractor shall provide only new replacement parts that are approved by the serviced generator's manufacturer. If Contractor wishes to provide parts other than recommended by the original equipment manufacturer, Contractor shall, in writing, state the type proposed and the specifications to the Purchaser for review and written approval. Contractor shall use commercially reasonable efforts to procure replacements parts in the most expeditious manner available. 5.9, RESPONSE TIMES. Contractor must arrive at Purchaser's location within a four-hour window for a scheduled appointment; within six hours of the Purchaser's request for emergency repair services (as defined in Section 5.7); and 10 hours for emergency repair services in a rural location, defined as two hours or more from Contractor's regional office. 6. INVOICING & PAYMENT. 6.1. CONTRACTOR INVOICE. Contractor shall submit to Purchaser's designated Invoicing contact properly itemized invoices. Such invoices shall itemize the following: a) Master Contract No. 02420 b) Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative) c) Contractor's Federal Tax Identification Number d) Date(s) of delivery e) Invoice amount; and MASTER CONTRACT No. 02420 7 (Rev. 2020-03-11) f) Payment terms, including any available prompt payment discounts. Contractor shall provide Purchaser with the estimates and invoices for the Services that breakdown the total cost into the number of hours required to complete the Services, and pricing for supplies and replacement parts in accordance with the rates and mark-ups as set forth in Exhibit A — Prices. Upon Purchaser's request Contractor has to provide its supplier invoices to verify cost paid for supplies and replacement parts. Documentation of hours is required for Services payment due to Contractor. If less than the stated hours of Services are performed, the prorated dollar value for the time short will be deducted from Contractor's invoice. Contractor's invoices for payment shall reflect accurate Master Contract prices. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. 6.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchaser. Payment is due within thirty (30) days of invoice. If Purchaser fails to make timely payment(s), Contractor may invoice Purchaser in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment will not be considered late if a check or warrant is mailed within the time specified. 6.3. OVERPAYMENTS. Contractor promptly shall refund to Purchaser the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to Contractor; Provided, however, that Purchaser shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, Purchaser may impose a one percent (1%) per month on the amount overdue thirty (30) days after notice to the Contractor. 6.4. NO ADVANCE PAYMENT. No advance payments shall be made for any products or services furnished by Contractor pursuant to this Master Contract. 6.5. No ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, or payment processing. 6.6. TAxEs/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Master Contract. Failure to do so shall constitute breach of this Master Contract. Unless otherwise agreed, Purchaser shall pay applicable sales tax imposed by the State of Washington on purchased goods and/or services. Contractor, however, shall not make any charge for federal excise taxes and Purchaser agrees to furnish Contractor with an exemption certificate where appropriate. 7. CONTRACT MANAGEMENT. 7.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Master Contract. Enterprise Services' contract administrator shall provide Master Contract oversight. Contractor's contract administrator shall be Contractor's principal contact for business activities under this Master Contract. The parties may change contractor administrators by written notice as set forth below. Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email MASTER CONTRACT No. 02420 8 (Rev.2020-03-11) address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services Attn: Team Maple Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Tel: (360) 407-2210 Email: DESContractsTea mMaple @des.wa.gov Contractor Attn: Michael D. Bourn Pacific Power Group, LLC 805 Broadway Street, Suite 700 Vancouver, WA 98660 Tel: (360) 887-5982 Email: mbourn@pacificpowergroup.com Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee. 7.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchaser issues pertaining to this Master Contract. 7.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S. certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services Attn: Legal Services Manager Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: greg.talbert@des.wa.gov Contractor Attn: Michael D. Bourn Pacific Power Group, LLC 805 Broadway Street, Suite 700 Vancouver, WA 98660 Email: mbourn@pacificpowergroup.com Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed, upon return receipt, or, if emailed, upon transmission to the designated email address of said addressee. 8. CONTRACTOR SALES REPORTING; VENDOR MANAGEMENT FEE; & CONTRACTOR REPORTS. 8.1. MASTER CONTRACT SALES REPORTING. Contractor shall report total Master Contract sales quarterly to Enterprise Services, as set forth below. (a) Master Contract Sales Reporting System. Contractor shall report quarterly Master Contract sales in Enterprise Services' Master Contract Sales Reporting System. Enterprise Services will provide Contractor with a login password and a vendor number. The password and vendor number will be provided to the Sales Reporting Representative(s) listed on Contractor's Bidder Profile. (b) Data. Each sales report must identify every authorized Purchaser by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The "Miscellaneous" option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized Purchasers specified herein during the term of the MASTER CONTRACT No. 02420 9 (Rev.2020-03-11) Master Contract. If there are no Master Contract sales during the reporting period, Contractor must report zero sales. (c) Due dates for Master Contract Sales Reporting. Quarterly Master Contract Sales Reports must be submitted electronically by the following deadlines for all sales invoiced during the applicable calendar quarter: FOR CALENDAR QUARTER ENDING March 31: I April 30 June 30: I July 31 MASTER CONTRACT SALES REPORT DUE September 30: I October 31 December 31: January 31 8.2. VENDOR MANAGEMENT FEE. Contractor shall pay to Enterprise Services a vendor management fee ("VMF") of 1.5 percent on the purchase price for all Master Contract sales (the purchase price is the total invoice price less applicable sales tax). (a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows: Amount owed to Enterprise Services = Total Master Contract sales invoiced (not including sales tax) x .015. (b) The VMF must be rolled into Contractor's current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services. (c) Enterprise Services will invoice Contractor quarterly based on Master Contract sales reported by Contractor. Contractors are not to remit payment until they receive an invoice from Enterprise Services. Contractor's VMF payment to Enterprise Services must reference this Master Contract number, work request number (if applicable), the year and quarterfor which the VMF is being remitted, and the Contractor's name as set forth in this Master Contract, if not already included on the face of the check. (d) Failure to accurately report total net sales, to submit a timely usage report, or remit timely payment of the VMF, may be cause for Master Contract suspension or termination or the exercise of other remedies provided by law. Without limiting any other available remedies, the Parties agree that Contractor's failure to remit to Enterprise Services timely payment of the VMF shall obligate Contractor to pay to Enterprise Services, to offset the administrative and transaction costs incurred by the State to identify, process, and collect such sums, the sum of $200.00 or twenty-five percent (25%) of the outstanding amount, whichever is greater, or the maximum allowed by law, if less. (e) Enterprise Services reserves the right, upon thirty (30) days advance written notice, to increase, reduce, or eliminate the VMF for subsequent purchases, and reserves the right to renegotiate Master Contract pricing with Contractor when any subsequent adjustment of the VMF might justify a change in pricing. MASTER CONTRACT No. 02420 10 (Rev.2020-03-11) 8.3. ANNUAL MASTER CONTRACT SALES REPORT. Contractor shall provide to Enterprise Services a detailed annual Master Contract sales report. Such report shall include, at a minimum: Product description, part number or other Product identifier, per unit quantities sold, and Master Contract price. This report must be provided in an electronic format that can be read by Microsoft (MS) Excel. 9. RECORDS RETENTION & AUDITS. 9.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Contract and orders placed by Purchasers under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall retain such records for a period of six (6) years following expiration or termination of this Master Contract or final payment for any order placed by a Purchaser against this Master Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 9.2. AUDIT. Enterprise Services reserves the right to audit, or have a designated third party audit, applicable records to ensure that Contractor has properly invoiced Purchasers and that Contractor has paid all applicable vendor management fees. Accordingly, Contractor shall permit Enterprise Services, any Purchaser, and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Contract or orders placed by a Purchaser under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following expiration or termination of this Master Contract or final payment for any order placed by a Purchaser against this Master Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 9.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy available to any Purchaser, Contractor shall (a) reimburse Purchasers for any overpayments inconsistent with the terms of this Master Contract or orders, at a rate of 125% of such overpayments, found as a result of the examination of the Contractor's records; and (b) reimburse Enterprise Services for any underpayment of fees, at a rate of 125% of such fees found as a result of the examination of the Contractor's records (e.g., if Contractor underpays the Vendor Management Fee by $500, Contractor would be required to pay to Enterprise Services $500 x 1.25 = $625). 10. INSURANCE. 10.1. REQUIRED INSURANCE. During the Term of this Master Contract, Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit C — Insurance Requirements. All costs for insurance, including any payments of deductible amounts, shall be considered incidental to and included in the prices for goods/services and no additional payment shall be made. 10.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, Enterprise Services may terminate this Master MASTER CONTRACT No. 02420 11 (Rev. 2020-03-11) Contract. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Contractor. In addition, Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify, defend, and hold harmless the State of Washington and its agencies, officials, agents, or employees. 11. CLAIMS. 11.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees and agents in connection with its operations under this Master Contract, Enterprise Services has made no representations regarding any factor affecting Contractor's risks. Contractor shall pay for all damage to any Purchaser's property resulting directly or indirectly from its acts or omissions under this Master Contract, even if not attributable to negligence by Contractor or its agents. 11.2. THIRD -PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Enterprise Services and any Purchaser and their employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively "claims") arising from any act or omission of Contractor or its successors, agents, and subcontractors under this Master Contract, except claims caused solely by Enterprise Services or any Purchasers' negligence. Contractor shall take all steps needed to keep Purchaser's property free of liens arising from Contractor's activities, and promptly obtain or bond the release of any such liens that may be filed. 12. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Master Contract efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior managers of each organization to attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute. 13. SUSPENSION & TERMINATION; REMEDIES. 13.1. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor's operations under this Master Contract immediately by written cure notice of any default. Suspension shall continue until the default is remedied to Enterprise Services' reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor's rights under this Master Contract. All of Contractor's obligations to Enterprise Services and Purchasers survive termination of Contractor's rights under this Master Contract, until such obligations have been fulfilled. 13.2. DEFAULT. Each of the following events shall constitute default of this Master Contract by Contractor: MASTER CONTRACT No. 02420 12 (Rev. 2020-03-11) (a) Contractor fails to perform or comply with any of the terms or conditions of this Master Contract including, but not limited to, Contractor's obligation to pay vendor management fees when due; (b) Contractor breaches any representation or warranty provided herein; or (c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary. 13.3. REMEDIES FOR DEFAULT. (a) Enterprise Services' rights to suspend and terminate Contractor's rights under this Master Contract are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure for all Purchasers replacement goods and/or services. In such event, Contractor shall be liable to Enterprise Services for damages as authorized by law including, but not limited to, any price difference between the Master Contract price and the replacement or cover price as well as any administrative and/or transaction costs directly related to such replacement procurement — e.g., the cost of the competitive procurement. 13.4. LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that in no event shall any party or Purchaser be liable to the other for exemplary or punitive damages. 13.5. GOVERNMENTAL TERMINATION. (a) Termination for Withdrawal of Authority. Enterprise Services may suspend or terminate this Master Contract if, during the term hereof, Enterprise Services' procurement authority is withdrawn, reduced, or limited such that Enterprise Services, in its judgment, would lack authority to enter into this Master Contract; Provided, however, that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve any Purchaser from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Purchaser shall have any obligation or liability to Contractor. (b) Termination for Public Convenience. Enterprise Services, for public convenience, may terminate this Master Contract; Provided, however, that such termination for public convenience must, in Enterprise Services' judgment, be in the best interest of the State of Washington; and Provided further, that such termination for public convenience shall only be effective upon sixty (60) days prior written notice; and Provided further, that such termination for public convenience shall not relieve any Purchaser from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such termination for public convenience, neither Enterprise Services nor any Purchaser shall have any obligation or liability to Contractor. 13.6. TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient suspension or termination. Accordingly, Contractor shall deliver to Purchasers all goods and/or services that MASTER CONTRACT No. 02420 13 (Rev.2020-03-11) are complete (or with approval from Enterprise Services, substantially complete) and Purchasers shall inspect, accept, and pay for the same in accordance with this Master Contract and the applicable Purchase Order. Unless directed by Enterprise Services to the contrary, Contractor shall not process any orders after notice of suspension or termination inconsistent therewith. 14. GENERAL PROVISIONS. 14.1. TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Master Contract. 14.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. 14.3. INTEGRATED AGREEMENT. This Master Contract constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein. 14.4. AMENDMENT OR MODIFICATION. Except as set forth herein, this Master Contract may not be amended or modified except in writing and signed by a duly authorized representative of each party. 14.5. AUTHORITY. Each party to this Master Contract, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Master Contract and that its execution, delivery, and performance of this Master Contract has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 14.6. No AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Master Contract. Neither party is an agent of the other party nor authorized to obligate it. 14.7. ASSIGNMENT. Contractor may not assign its rights under this Master Contract without Enterprise Services' prior written consent and Enterprise Services may consider any attempted assignment without such consent to be void; Provided, however, that, if Contractor provides written notice to Enterprise Services within thirty (30) days, Contractor may assign its rights under this Master Contract in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Master Contract notwithstanding any prior assignment of its rights. 14.8. BINDING EFFECT; SUCCESSORS & ASSIGNS. This Master Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 14.9. PUBLIC INFORMATION. This Master Contract and all related documents are subject to public disclosure as required by Washington's Public Records Act, RCW chapter 42.56. 14.10. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS/SERVICES. Contractor irrevocably assigns to Enterprise Services, on behalf of the State of Washington, any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws in connection with any MASTER CONTRACT No. 02420 14 (Rev.2020-03-11) goods and/or services provided in Washington for the purpose of carrying out the Contractor's obligations under this Master Contract, including, at Enterprise Services' option, the right to control any such litigation on such claim for relief or cause of action. 14.11. FEDERAL FUNDS. To the extent that any Purchaser uses federal funds to purchase goods and/or services pursuant to this Master Contract, such Purchaser shall specify, with its order, any applicable requirement or certification that must be satisfied by Contractor at the time the order is placed or upon delivery. 14.12. SEVERAaiurY. If any provision of this Master Contract is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Master Contract, and to this end the provisions of this Master Contract are declared to be severable. If such invalidity becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Master Contract. 14.13. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, shall not release the other party of any of its obligations under this Master Contract, nor shall any purported oral modification or rescission of this Master Contract by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition, or provision. 14.14. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Master Contract shall survive and remain in effect following the expiration or termination of this Master Contract, Provided, however, that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods. 14.15. GOVERNING LAW. The validity, construction, performance, and enforcement of this Master Contract shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules. 14.16. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this Master Contract, the parties agree to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington. 14.17. ATTORNEYS' FEES. Should any legal action or proceeding be commenced by either party in order to enforce this Master Contract or any provision hereof, or in connection with any alleged dispute, breach, default, or misrepresentation in connection with any provision herein contained, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with such action or proceeding, including costs of pursuing or defending any legal action, including, without limitation, any appeal, discovery, or negotiation and preparation of settlement arrangements, in addition to such other relief as may be granted. 14.18. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Master Contract shall be construed as a whole according to their common meaning and not strictly for or against any party and MASTER CONTRACT No. 02420 15 ( Rev. 2020-03-11) consistent with the provisions contained herein in order to achieve the objectives and purposes of this Master Contract. Each party hereto and its counsel has reviewed and revised this Master Contract and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Master Contract. Each term and provision of this Master Contract to be performed by either party shall be construed to be both a covenant and a condition. 14.19. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Master Contract, the parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Master Contract including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Master Contract. 14.20. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Master Contract in their entirety. 14.21. CAPTIONS & HEADINGS. The captions and headings in this Master Contract are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Master Contract nor the meaning of any provisions hereof. 14.22. ELECTRONIC SIGNATURES. A signed copy of this Master Contract or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Master Contract or such other ancillary agreement for all purposes. 14.23. COUNTERPARTS. This Master Contract may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Master Contract at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Master Contract. 14.24. COVID VACCINATION CERTIFICATION. Pursuant TO PROCLAMATION 21-14 - COVID-19 VACCINATION RERNIREMEN+ (DATED AUGUST 9, 2021) as amended by Proclamation 21-14.1 - COVID-19 Vaccination Requirement (dated August 20, 2021). ("Proclamation") all contractors and any of their employees and/or subcontractors who provide contracted services on -site must certify that they are fully vaccinated against COVID-19 virus, unless properly excepted or exempted for disability or sincerely held religious beliefs as set forth in the Proclamation. Contractors who cannot so certify are prohibited from contracting with the state. CONTRACTOR represents and warrants that should their responsibilities to the AGENCY involve on -site services as of October 18, 2021, CONTRACTOR's personnel (including subcontractors) providing such services will be fully vaccinated against the COVID-19 virus unless properly excepted or exempted for disability or sincerely held religious beliefs as set forth in the Proclamation. CONTRACTOR further understands that, upon request, CONTRACTOR personnel must provide AGENCY proof of vaccination, in a manner established by the AGENCY. Failure to meet these requirements may result in the immediate termination of the AGREEMENT. MASTER CONTRACT No. 02420 (Rev.2020-03-11) 16 EXECUTED as of the date and year first above written. STATE OF WASHINGTON Department of Enterp Ise 5err ces By: I, Chad Irwin PACIFIC POWER GROUP, LLC, a Washington Corporation By. �DBo�urn Michael Its: Procurement Supervisor Its: Senior Business Development Manager MASTER CONTRACT No. 02420 17 (Rev. 2020-03-11) EXHIBIT A PRICES FOR SERVICES Category 1: Preventative maintenance, repair services and load bank testing for generators up to 600 kW. Mechanic Region (L&I PWJob Classification: Power Equipment Operator, Mechanic) North Puget PW + 139.83% Sound Journey -level electrician (01) (L&I PWJob Classification: Electricians - Inside, Journeyman) PW + 1 146.84% Power Equip. Truck Driver Operator, Gen. Plant Engineer and Gen. Operator (L&I PWJob Classification) PW + 1 0% PW + 0% Olympic PW + 138.76% PW + 146.84% PW + Southwest PW + 131.23% PW + 138.92% PW + North PW + 138.76% PW + �37.23% PW + Central South PW + 166.56% PW + 135.16% PW + Central _ Eastern PW + 0 % PW + 125.03% PW + Other Markups After- PPG Afterhours/emergency hours/emergency labor billed at 1.5X Dayshift work Rates Replacement Parts I PPG Markup: 35% (Cost/0.65) 0% PW + 0% 123.56% PW + 0% 0% 1 PW + 0% 115.21% 1 PW + 1 0% 115.21% 1 PW + 1 0% Category 2: Preventative maintenance, repair services and load bank testing for generators up to 601 kW to 3,000 kW (or larger). Region North Puget Sound Olympic Southwest North Central South Central Eastern Mechanic (L&I PWJob Classification: Power Equipment Operator, Mechanic) PW + 139.83% Journey -level electrician (01) (L&I PWJob Classification: Electricians - Inside, Journeyman) PW + 146.84% Power Equip. Operator, Gen. Plant Engineer and Gen. Operator (L&I PWJob Classification) PW + 0% Truck Driver PW + 1 0% PW + 138.76% PW + 146.84% PW + 1 0% PW + 0% PW + 131.23% PW + 138.92% PW + 123.56% PW + 0% PW + 138.76% PW + 137.23% PW + 0% PW + 0% PW + 166.56% PW + 135.16% PW + 115.21% PW + 0% PW + 0% PW + 125.03% PW + 115.21% PW + 0% MASTER CONTRACT No. 02420 (Rev.2020-03-11) 18 Other markups After-hours/emergency insert here multiplier of regular work labor rates (e.g. 1.5) PPG Afterhours/emergency labor billed at 1.5X Dayshift Rates Replacement Parts insert here % markup above invoice cost to bidder. PPG — Markup: 35% (Cost/0.65) Please note, labor rates shown with 0% markup are L&I PW Job Classifications that are not used by Pacific Power Group, or are not currently recognized by L&I in the Regions where they are marked as 0% markup. Pacific Power Group reserves the right to re -quote markup on these Job Classifications at such time that these Classifications are adopted by L&I for use in the Counties in these Regions. Permit fees Cost of permit fees may be charged at cost as a separate line item on customer invoices. Labor costs involved in obtaining permits may be charged at regular contract prices. Travel charges Mileage: $3 per mile Hourly each way: Charged at the actual hours in transit for the actual technician for the county of the job site at the markup rate (PW + %) for the region. Per diem at actual State Administrative and Accounting Manual rates (based on federal GSA guidelines) per location of job — no minimum charge; no charge for lodging if no overnight stay. Minimum charge for service: $300. MASTER CONTRACT No. 02420 (Rev.2020-03-11) 19 Exhibit B INSURANCE REQUIREMENTS 1. INSURANCE OBLIGATION. During the Term of this Master Contract, Contractor shall possess and maintain in full force and effect, at Contractor's sole expense, the following insurance coverages: COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance (and, if necessary, commercial umbrella liability insurance) covering bodily injury, property damage, products/completed operations, personal injury, and advertising injury liability on an 'occurrence form' that shall be no less comprehensive and no more restrictive than the coverage provided by Insurance Services Office (ISO) under the most recent version of form CG 00 01 in the amount of not less than $2,000,000 per occurrence and $4,000,000 general aggregate. This coverage shall include blanket contractual liability coverage. This coverage shall include a cross -liability clause or separation of insured condition. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. Commercial automobile liability insurance covering the ownership, maintenance, and/or use of all owned/leased, non -owned, and hired vehicles used in the performance of the Master Contract, with limits of not less than $1,000,000 per accident, combined simple limit for bodily injury and property damage liability. Coverage shall be provided on Insurance Services Office (ISO) form number CA 0001 or an equivalent. The required limits can be satisfied by any combination of primary, umbrella, or excess policy. c. EMPLOYERS' LIABILITY (STOP GAP) INSURANCE. Employers' liability insurance (and, if necessary, commercial umbrella liability insurance) with limits not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 bodily injury by disease policy limit. The insurance coverage limits set forth herein are the minimum. Contractor's insurance coverage shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum limits, however, shall not be construed to relieve Contractor from liability in excess of such limits. Contractor waives all rights against the State of Washington for the recovery of damages to the extent such damages are covered by any insurance required herein. 2. INSURANCE CARRIER RATING. Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable to the State of Washington's Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- Class VII or better in the most recently published edition of Best's Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. 3. ADDITIONAL INSURED. Commercial General Liability, Commercial Automobile Liability, and Pollution Liability Insurance shall include the State of Washington and all authorized Purchasers (and their agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional Insured Endorsement attached to the Certificate of Insurance on such insurance policies. MASTER CONTRACT No. 02420 20 (Rev. 2020-03-11) 4. CERTIFICATE OF INSURANCE. Prior to execution of the Master Contract, Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by this Master Contract, a certificate of insurance satisfactory to Enterprise Services that insurance, in the above -stated kinds and minimum amounts, has been secured. In addition, no less than ten (10) days prior to coverage expiration, Contractor shall furnish to Enterprise Services an updated or renewed certificate of insurance, satisfactory to Enterprise Services, that insurance, in the above -stated kinds and minimum amounts, has been secured. Failure to maintain or provide proof of insurance, as required, will result in contract cancellation. All policies and certificates of insurance shall include the Master Contract number stated on the cover of this Master Contract. 5. PRIMARY COVERAGE. Contractor's insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above including, at a minimum, the State of Washington and/or any Purchaser. All insurance or self-insurance of the State of Washington and/or Purchasers shall be excess of any insurance provided by Contractor or subcontractors. 6. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required insurance policies. Alternatively, prior to utilizing any subcontractor, Contractor shall cause any such subcontractor to provide insurance that complies will all applicable requirements of the insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements for each subcontractor. Each subcontractor must comply fully with all insurance requirements stated herein. Failure of any subcontractor to comply with insurance requirements does not limit Contractor's liability or responsibility. 7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of Washington and any Purchaser for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein. 8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation, material change, exhaustion of aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at least sixty (60) days prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such notice, as required, shall constitute default by Contractor. Any such written notice shall include the Master Contract number stated on the cover of this Master Contract. 9. EXTENDED REPORTING PERIOD. If any required insurance coverage is on a claims -made basis (rather than occurrence), Contractor shall maintain such coverage for a period of no less than three (3) years following expiration or termination of the Master Contract. MASTER CONTRACT No. 02420 21 (Rev. 2020-03-11) (VWashington State Department of - Enterprise Services Cummins, Inc. Primary Point of Contact Travis Neely Customer Service Manager 830-327-8794 travis.neely@cummins.com https:l1www.cum mi ns.cflmisales-and-service Payment accepted: Visa, Master Card REGIONS Pacific Power Group, LLC Primary Point of Contact Michael Bourn 360-887-5982 mbourn@pacificpowergroup.com www.nacificpower_ roue cans Payment accepted: Visa, MasterCard Olympic: Kitsap, Clallam, Jefferson, Grays Harbor and Mason counties. North Puget Sound: Pierce, King, Skagit, Snohomish, Whatcom and Island counties. Southwest: Thurston, Pacific, Wahkiakum, Cowlitz, Clark, Skamania and Lewis counties. North Central: Okanogan, Chelan, Douglas, Kittitas and Grant counties. South Central: Yakima, Klickitat, Benton, Franklin, Walla Walla, Columbia, Garfield and Asotin counties. Eastern: Ferry, Stevens, Pend Oreille, Lincoln, Spokane, Adams and Whitman counties. Ordering/Sales Point of Contact Portland Branch covers Pacific, Wahkiakum, Cowlitz, Clark, Skamania and Lewis, (up to Centraila) counties. Contact: Jeff Wilkins, 503-310-4387. Sumner Branch covers Kitsap, Clallam, Jefferson, Grays Harbor, Mason, Thurston, Pierce, Lewis (North of Centralia) and King (up to State Route 520) counties. Contact: Mike Radford, 206-276-7680. Ordering/Sales Point of Contact Regions: Olympic, North Puget Sound, North Central, South Central and Eastern. Contact: Amanda Nokes, 253-245-2135, anokes@pacificpowergroL Region: Southwest Contact: Carla Nichols, 360-887-5986, cnichols@pacificpowergroup.com Everett Branch covers King (North of State Route 520), Skagit, Snohomish, Whatcom and Island counties. Contact: Gene LaPorte, 206-376-7950. Yakima Branch covers Okanogan, Chelan, Douglas, Kittitas, Grant, Yakima, and Klickitat counties. Contact: Bryan Burke, 509-426-6321 or 509-248-9033. Pasco Branch covers Benton, Franklin, Walla Walla, Columbia, Garfield, and Asotin counties. Contact: Bryan Burke 509-426-6321 or 509-547-6499. Spokane Branch covers Ferry, Stevens, Pend Oreille, Lincoln, Spokane, Adams and Whitman counties. Contact: Bryan Burke 509-426-6321 or 509-455-4411. Cwbm VVhKMn a� S.ajpt jrtn,Ce Snobom 7 Chelan — -- Do.q4 G I Itirb�vr �I"ViOn Mme Thurston rxMC t �_.. —WsHkukum Cowsm 1. . f skmy " Ctuk Yakkm sou,ll Klkkicu Pond Orelk iopn Ferry j Scams Gram Adams vvhknun Calumy:� Benton vvauavvau AaoBn DATE (MM/DDIYYYY) A`QRI�` CERTIFICATE OF LIABILITY INSURANCE 6/28/2023 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 C NTA T Marsh & McLennan Agency LLC PHONE FAX 1000 Corporate Dr Ste 400 [A c,No. Ext,: fA'Cr No): E-MAIL Ft Lauderdale FL 33334 ADDRESS: FLCertificates.AMarshMMA..com INSURED MOTOR Pacific Power Group LLC 3190 SW 4 Ave Ft Lauderdale FL 33315 INSURERS AFFORDING COVERAGE NAIC # INSURER A : Travelers Prop & Casualty Co of America 25674 INSURER B : Travelers Casualty and Surety Company 19038 INSURERC: American Lon shore Mutual Assoc Ltd. 99999 INSURER D : Travelers Property Cas Co of America 25674 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:779037166 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 IM LTR TYPE OF INSURANCE-WQ ADDLSUBR POLICYNUMBER POLICY EFT MMIDDAYYY POLICY EXP NWDb1YYW LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y ZOL71N5288A23D 7/1/2023 7/1/2024 EACHOCCURRENCE $1,000,000 CLAIMS -MADE FRI OCCUR yr PR 1 rr e $ 100,000 X MED EXP (Any one person) $ 10,000 MARINE GL PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ❑ PRO ❑ LOC X JECT PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: D AUTOMOBILE LIABILITY Y 810587357A2343G 7/1/2023 7/1/2024 COMBINED SINGLE LIMIT Ea a c $1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X r7ROPERTYDAMAGE P r accident). $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY i $ COMP:1000 COLL:1000 A X UMBRELLA LIAB X OCCUR Z0B71N5289123D 7/1/2023 7/1/2024 EACH OCCURRENCE $4.000,000 AGGREGATE $4,000,000 EXCESS LIAB CLAIMS -MADE d_TDED 1 X I RETENTION $ 25LIan $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE UB5T8901962343G 7/1/2023 7/024 1/2 X PER OTH- STATUTE ER EL EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? NIA E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE - POLICY LIMIT $ 1.000,000 C USL&H ALMA09262208005701 10/1/2022 10/1/2023 AMOUNT INSURED 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) USL&H INCLUDES OUTER CONTINENTAL SHELF LANDS ACT COVERAGE. RE: Contract #02420 regarding Generator Maintenance and Repair. CITY OF FEDERAL WAY, the State of Washington and all authorized Purchasers (and their agents, officers, and employees), are Additional Insured as respects General Liability and Auto Liability. Waiver of Subrogation as respects General Liability in favor of Additional Insured. All of the above is applicable when required by written contract subject to the terms, conditions, and exclusions of the policy. CERTIFICATE HOLDER CANCELLATION CITY OF FEDERAL WAY 3325 8TH AVE S Federal Way, WA 98003-6325 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 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 74/20/2023 (MWDDNYYY) ,�coR�'� CERTIFICATE OF LIABILITY INSURANCE ��. 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 NAME: Marsh & McLennan Agency LLC PHONE y-93S gT88 FAX M. No 1000 Corporate Dr Ste 400 E-NWlL Ft Lauderdale FL 33334 ADDRESS: FLCeNftcates MarshMMA.com INSURED Pacific Power Group 3190SW4Ave Ft Lauderdale FL 33315 INSURERS AFFORDING COVERAGE NAIC N INSURER A: Phoenix Insurance Company 25623 INSURER B: Travelers Prop & Casual Co o 25674 INSURER C : Travelers Casualty and Surety _ 19038 INSURERD: American Lonqshore Mutual Asso 99999 INSURER F rrnicowr-oc PCDTICICATC RFVIRION NIIMRFR- 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 AOOL;SU6RI POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY NUMBERIMMIDDIYYYYI M DD LIMITS B X Y Y ZOL71N528BA22ND 7/1/2022 7/1/2023 EACH OCCURRENCE $1,000,000 �CO,MERCIALGENERALLIABILnY CLAIMS -MADE OCCUR I PREMISES Ea occurrence $100,000 X MARINE GL MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $ 1,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY D PROJECT LOC PRODUCTS - COMP/013 AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y BA5T87357A2214G 7/1/2022 7/1/2023 Co Ea cc [dent? ent? LE LIMIT (Ea $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS PROPERTY DAMAGE Per accident $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY $ COMPA000 COLL:1000 B X UMBRELLALIAB X OCCUR I` ZOB71N5289122ND 7/1/2022 7/1/2023 EACH OCCURRENCE $4,000,000 AGGREGATE $ 4,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ $ I C WORKERS COMPENSATION UB5T8901962214G 7/1/2022 7/1/2023 X MUTEER AND EMPLOYERS' LIABILITY ANYPROPRIETORIPARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED7 7N (Mandatory In NH) NIA E.L. DISEASE - EA EMPLOYEE $ 1.000.000 E.L. DISEASE- POLICY LIMIT $ 1,000.000 If yes, describe under DESCRIPTION OF OPERATIONS below D USL&H ALMA09262208005701 10/1/2022 10/1/2023 AMOUNT INSURED 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) USL&H INCLUDES OUTER CONTINENTAL SHELF LANDS ACT COVERAGE. RE: Contract 02420 regarding Generator Maintenance and Repair. CITY OF FEDERAL WAY, the State of Washington and all authorized Purchasers (and their agents, officers, and employees), are Additional Insured as respects General Liability and Auto Liability. Waiver of Subrogation as respects General Liability in favor of Additional Insured. All of the above is applicable when required by written contract subject to the terms, conditions, and excluslons of the policy. rcorV=1nA-rc unr noo !_ANL`FI I ATIAN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF FEDERAL WAY 3325 8TH AVE S Federal Way, WA 98003-6325 AUTHORIZED REPRESENTATIVE WTy60-AUT0AI,UMUt.UM1'Vr%AI1UN. AunymsIWOVIVCY. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT- FLORIDA This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE - GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LIABILITY COVERAGE: Any organization you newly, acquire or form during the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. BLANKET ADDITIONAL INSURED H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE - INCREASED LIMIT I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LIABILITY COVERAGE: The following is added to Paragraph c. in A.1., An "employee" of yours is an "insured" while Who Is An Insured, of SECTION II - LIABILITY COVERAGE: operating an "auto" hired or rented under a contract or agreement in that "employee's" CA F2 19 0817 ©2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL AUTO name, with your permission, while performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV - BUSINESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LIABILITY COVERAGE: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II - LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II - LIABILITY COVERAGE. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. HIRED AUTO - LIMITED WORLDWIDE COVERAGE- INDEMNITY BASIS The following replaces Subparagraph (5) in Paragraph B.7., Policy Period, Coverage Territory, of SECTION IV - BUSINESS AUTO CONDITIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, embargo, or similar regulation imposed by the United States of America applies to and prohibits the transaction of business with or within such country or jurisdiction, for Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "insured" against, and investigate or settle any such claim or "suit" and keep us advised of all proceedings and actions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "insured" pays with our consent, but only up to the limit described in Paragraph C., Limit Of Insurance, of SECTION II - LIABILITY COVERAGE; (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investigation of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Paragraph C., Limit Of Insurance, of SECTION II - LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. Page 2 of 4 ©2016 The Travelers Indemnity Company. All rights reserved. CA F2 19 08 17 Includes copyrighted material of Insurance Services Office, Inc. with its permission (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess contingent or on any other basis. (c) This insurance is not a substitute for required or compulsory insurance in any country outside the United States, its territories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such country up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory insurance requirements. (d) It is understood that we are not an admitted or authorized insurer outside the United States of America, its territories and possessions. Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE - GLASS The following is added to Paragraph D., �_— Deductible, of SECTION III - PHYSICAL DAMAGE COVERAGE: No deductible applies under Specified Causes of Loss or Comprehensive coverage for 'loss" to o, glass used in the windshield. o� H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE - INCREASED LIMIT The following replaces the last sentence of �-.— Paragraph AA.b., Loss Of Use Expenses, of � SECTION III - PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses o� for loss of use is $65 per day, to a maximum of $750 for any one "accident'. I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT The following replaces the first sentence in Paragraph A.4.a., Transportation Expenses, of SECTION III - PHYSICAL DAMAGE COVERAGE: COMMERCIAL AUTO We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. J. PERSONAL EFFECTS The following is added to Paragraph AA., Coverage Extensions, of SECTION III - PHYSICAL DAMAGE COVERAGE: Personal Effects We will pay up to $400 for 'loss" to wearing apparel and other personal effects which are: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclusions, of SECTION III - PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to 'loss" to one or more airbags in a covered "auto" you own that inflate due to a cause other than a cause of 'loss" set forth in Paragraphs A.1.b. and A.I.C., but only: a. If that "auto" is a covered "auto" for Comprehensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one 'loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV - BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representative prompt notice of the "accident' or "loss" applies only when the "accident' or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability company); (d) An executive officer, director or insurance manager (if you are a corporation or other organization); or CA F2 19 0817 ©2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office. Inc. with its permission COMMERCIAL AUTO (e) Any "employee" authorized by you to give notice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - BUSINESS AUTO CONDITIONS: 5. Transfer Of Rights. Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Concealment, Misrepresentation, Or Fraud, of SECTION IV - BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 © 2016 The Travelers Indemnity Company. All rights reserved. CA F2 19 08 17 Includes copyrighted material of Insurance Services Office. Inc. with its permission From: Autumn Gressett Sent: Monday, March 27, 2023 8:59 AM To: Taryn Weatherford Subject: Fwd: City of Federal Way State Contract Ta ryn, Please give me a call regarding the email below. Thanks! Autumn Gressett Community Relations Liaison/Contract Administrator Performing Arts and Event Center/ Department of Parks, Recreation & Cultural Services 253.263.5778 1 Cell 31510 Pete von Reichbauer W Federal Way, WA 98003 Facebook I Website Begin forwarded message: From: Michael Bourn <MBourn@pacificpowergroup.com> Date: March 24, 2023 at 2:26:14 PM PDT To: Autumn Gressett <Autumn.Gressett@cityoffederalway.com> Subject: RE: City of Federal Way State Contract [EXTERNAL EMAIL WARNING] This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Hello Autumn, We don't have any external facing documents that would speak to this. I could have a letter drafted by her boss, our company president, that states she has signing authority, but honestly for a contract value of $25K +/- I don't feel this would be an appropriate request. I have been involved with countless government contracts in several states in my 30+ years in this industry, and I don't recall a request of this nature ever coming up; this is highly unusual and definitely not the norm. Thank you and best regards, Mike Bourn Senior Business Development Manager Pacific Power Group PACIFIC POWER GROUP 6100 S. Vt Way Ridgefield, WA 98642 D 360.887.5982 C 360.635.8850 From: Autumn Gressett <Autumn.Gressett@cityoffederalway.com> Sent: Friday, March 24, 2023 2:15 PM To: Michael Bourn <MBourn@PacificPowerGroup.com> Subject: [External] RE: City of Federal Way State Contract Is there any bylaws or external documentation available that would show her signing authority? We don't necessarily need a dollar amount Thanks! Thank you, Autumn Gressett Community Relations Liaison, Performing Arts and Event Center Contract Administrator, Department of Parks, Recreation & Cultural Services CIiY OF Federal Wa Centered on Opportunity 253.263.5778 1 Cell 31510 Pete von Reichbauer Way S Federal Way, WA 98003 Facebook I Website From: Michael Bourn <MBourn PacificPowerGroup.coin> Sent: Friday, March 24, 2023 1:12 PM To: Autumn Gressett <Autumn.Gressett@cityoffederalway.com> Subject: RE: City of Federal Way State Contract [EXTERNAL EMAIL WARNING] This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Hello Autumn, This contract was signed by a Vice President. We have internal grants of authority that stipulate signing authority, but these are not on company letterhead and are not shared outside of the company. Without disclosing the specific dollar value limit of our VP grant of authority, I can tell you that this contract value easily resides within the authority. Will this email suffice, or is additional documentation required? Thank you and best regards, Mike Bourn Senior Business Development Manager Pacific Power Group <image002.png> 6100 S. 6th Way Ridgefield, WA 98642 D 360.887.5982 C 360.635.8850 From: Autumn Gressett <Autumn.Gressett@cityoffederalway.com> Sent: Friday, March 24, 2023 12:55 PM To: Michael Bourn <MBourn@PacificPowerGroup.com_> Subject: [External] RE: City of Federal Way State Contract Michael, Do you have the letter showing signature authority? Legal on our end needs documentation. Thanks! Thank you, Autumn Gressett Community Relations Liaison, Performing Arts and Event Center Contract Administrator, Department of Parks, Recreation & Cultural Services <image003.jpg> 253.263.5778 1 Cell 31510 Pete von Reichbauer Way S Federal Way, WA 98003 Facebook I Website From: Michael Bourn <MBourn@PacificPowerGroup.com> Sent: Monday, March 20, 2023 3:58 PM To: Autumn Gressett <Autumn.Gressett@cityoffederalway.co ill > Cc: George Richen <George.Riche n@cityoffedera lway.com>; Jason Gerwen <Ja so n. Ge raven @ cityoffe de r_a Iway. co m> Subject: RE: City of Federal Way State Contract [EXTERNAL EMAIL WARNING] This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Hello Autumn, Please find attached our signed agreement and please send me the fully executed copy at your earliest convenience. We appreciate your business and look forward to working with you! Best regards, Mike Bourn Senior Business Development Manager 3 Pacific Power Group <image002.png> 6100 S. 61h Way Ridgefield, WA 98642 D 360.887.5982 C 360.635.8850 From: Autumn Gressett <Autumn.Gressett_@cityoffederalway.com> Sent: Monday, March 20, 2023 8:44 AM To: Michael Bourn <MBourn@PacificPowerGroup.com> Cc: George Richen <George. Riche n@cityoffederaIway.com>; Jason Gerwen <Jasoiz.Gerwen .cit offederalwa .com> Subject: [External] RE: City of Federal Way State Contract Importance: High Michael, Thanks for going over the redlines this morning, see attached for final with changes. Thanks! Thank you, Autumn Gressett Community Relations Liaison, Performing Arts and Event Center Contract Administrator, Department of Parks, Recreation & Cultural Services <image003.jpg> 253.263.5778 1 Cell 31510 Pete von Reichbauer Way S Federal Way, WA 98003 Facebook I Website From: Bourn, Michael <MBourn@PacificPowerGroup.com> Sent: Tuesday, February 28, 2023 8:04 AM To: Autumn Gressett <Autumn.Gressett@cityoffederalwaV.com> Cc: George Richen <George.Richen@cityoffederalway.com>; Jason Gerwen <J a so n. G e rwe n @ cityoffed a ra Tway, com> Subject: City of Federal Way State Contract [EXTERNAL EMAIL WARNING] This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Good morning Autumn, Please find attached our signed agreement with a few redline revisions. Please send me a fully executed copy at your convenience with the redlines initialed by your authorized signer. Please don't hesitate to reach out to me for any additional information or to discuss as needed. We appreciate your business and look forward to working with you again soon. Thank you and best regards, Mike Bourn Senior Business Development Manager Pacific Power Group <image002.png> 6100 S. 6ch Way Ridgefield, WA 98642 D 360,887.5982 C 360.635.8850 From: Autumn Gressett <AutL]mn.Gressett@cityoffederaiway.com> Sent: Thursday, February 23, 2023 11:39 AM To: Bourn, Michael <MBourn@PacificPowerGroup.com> Cc: George Richen <Geor e.Richen ci offederalwa .cam>; Jason Gerwen <Jaso n.G e rwe n @ cityaffedera I_way.com> Subject: [External] FW: City of Federal Way State Contract Importance: High You don't often get email from autumn.gressett@cityoffederalway.com. Learn why this is important Mike, Great chatting with you! See attached as discussed, looking forward to hearing back! Thank you, Autumn Gressett Community Relations Liaison, Performing Arts and Event Center Contract Administrator, Department of Parks, Recreation & Cultural Services <image003.jpg> 253.263.5778 1 Cell 31510 Pete von Reichbauer Way S Federal Way, WA 98003 Facebook I Website