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AG 23-159 - KEATING, BUCKLIN, AND MCCORMACK, INC., P.S.RETURN TO: Rae Charlton EXT: 2561 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Law / Civil 2. ORIGINATING STAFF PERSON: Rae Charlton EXT: 2561 3. DATE REQ. BY: 6/1/24 4. 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 A CONTRACT AMENDMENT (AG#): 23-159 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Amendment No. 2 to Professional Services Agreement for Legal Services 6. NAME OF CONTRACTOR: Keating, Buckin, and McCormack, Inc- P.S. ADDRESS: 801 2nd Avenue, Suite 1210, Seattle, WA 98104-1518 TELEPHONE (206) 623-8861 E-MAIL: tmiller@kmblawyers.com FAX: (206) 223-9423 SIGNATURE NAME: Thomas P.-Miler TITLE Attorney 7. EXHIBITS AND ATTACHMENTS: A SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: Upon execution COMPLETION DATE: June 30. 2025 9. TOTAL COMPENSATION $ 275,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES A NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED © PURCHASING: PLEASE CHARGE TO: 001-1100-051-515-20-410 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ® DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 19 LAW - TMW 4/3/24 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING 19 SENT TO VENDOR/CONTRACTOR DATE SENT: 4/3/24 DATE REC'D: ❑ 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.) INITIAL / DATE SIGNED ❑ LAW DEPARTMENT IN SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# COMMENTS: 2/2017 MY FIALL CITY OF 33325 8TM Avenue South & Federal Way, Federal Way (253) 835 7000 A 98003-5325 mww-FederoMvaywa.gov AMENDMENT NO.2 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Keating, Bucklin, and McCormack, Inc., P.S., a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Legal Services ("Agreement") dated effective July 7, 2023, as amended by Amendment No. 1, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than June 30, 2025 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - Rev. 4/2024 CrrY HALL CITY OF 33325 ST' Avenue South Federal Inlay Federal Way, WA9BOD3-6325 ,kt. (253) 935-7000 www.Federatwakwa.gov IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: DA' KEATING, BUCKLIN, AND MCCORMACK, INC., P.S.: By: i ` Thomas P. Miller,(Attorney DATE: I 66(2 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) ATTEST: S eph nie Courtney, CM(iity Clerk APPROVED AS TO FORM: r,&c J. Ryan Call, City Attorney On this day personally appeared before me Thomas P. Miller, to me known to be the Attorney of Keating. Bucklin, and McCormack. Inc.. P.S.. that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he or she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN under my hand and official seal this �� day of r, , 2024. a0" po NOTARY .:V) PUBLIC' x •'y�T�'S�pN ExP1R��'��� a•. Notary's signature Notary's printed name bf eC—" c No ary Fc6blic in and for the State of Washington. My commission expires_ I h /yy AMENDMENT - 2 - Rev. 4/2024 RETURN TO: Rae Charlton EXT: 2561 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Law/Civil 2. ORIGINATING STAFF PERSON: Rae Charlton EXT: 2561 3. DATE REQ: BY. 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT d 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#): AG23-159 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Amendment No. 1 to Professional Services Agreement for Legal Services 6. NAME OF CONTRACTOR: Keating, Bucklin, and McCormack, Inc., P.S. ADDRESS: 800 511h Avenue, Suite 4141. Seattle, WA 98104 TELEPHONE 206-623-8861 E-MAIL: tmiller@kbmlawyers.com FAX: 206-223-9423 SIGNATURE NAME: Thomas P. Miller TITLE Attorney 7. EXHIBITS AND ATTACHMENTS: © SCOPE, WORK OR SERVICES 9M COMPENSATION ❑ INSURANCE.REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: upon execution COMPLETION DATE: June 30, 2024 9. TOTAL COMPENSATION $ 275,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ®NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: 1:1 RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: 501-1100-091-518-62-495 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) X LAW TMW 9/11/23 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 9/11/23 DATE REC'D: 9/11/23 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDERINOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED ❑ LAW DEPARTMENT WMNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# COMMENTS: L/LU 1 / CITY OF CITY HALL Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.M, ifederahsovcom AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Keating, Bucklin, and McCormack, Inc., P.S., a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Legal Services ("Agreement") dated effective July 7, 2023, as follows: 1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit 13-1, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 4/2023 cirY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cityof edera4my.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: �f KEATING, BUCKIN, AND MCCORMACK, INC., P.S.: By: e-�; W, Thomas P. MiI , Attorney Date: V/'/W'--T STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) ATTEST: / 0- M- p anie Courtney, CMC ity Clerk APPROVED AS TO FORM: aNp,c J. Ryan Call, City Attorney On this day personally appeared before me Thomas P. Miller, to me known to be the Attorney of beating. Buck] in, and McCormack Inc.. P.S. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. SARAH DAMIANICK Notary Public State of Washington Commission # 106960 My Comm. Expires Jan 27. 2025 1"' seal this day of , 2023. Notary's signature Notary's printed name � Notary Public in and for the ! tad of n. My commission expires `L Mir AMENDMENT - 2 - 4/2023 CITY OF CITY HALL Fe d e ra 1Na 33325 8th Avenue South y Federal Way, WA 98003-6325 (253) 835-7000 www.dtyoffedem1vmy com EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Two Hundred Thousand and 00/100 Dollars ($200,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Two Hundred Seventy -Five Thousand and 00/100 Dollars ($275,000.00). 2. Method of Compensation: Hourly Rate 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: Thomas P. Miller $345 Ann Trivett $345 Other police related lawyers $255 Paralegals $125 AMENDMENT - 3 - 4/2023 RETURN TO: Rae Charlton EXT: 2561 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Law/Civil 2. ORIGINATING STAFF PERSON: Rae Charlton EXT: 2561 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT A 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 ❑ OTHER 5. PROJECT NAME: Legal services 6. NAME OF CONTRACTOR: Keating, Bucklin, and McCormack, Inc., P.S. ADDRESS: 801 2nd Avenue; Suite 1210, Seattle,, WA 98104-1518 - -TELEPHONE (206) 623-8861- - - - - E-MAIL:� •\� FAX: (206) 223-9423 SIGNATURE NAME: Thomas ill TITLE Attorney 7. EXHIBITS AND ATTACHMENTS: 1J SCOPE, WORK OR SERVICES U COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE:. Upon execution COMPLETION DATE: June 30, 2024 9. TOTAL COMPENSATION $ 75,000,00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES IN NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES I€9NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED K�IPURCHASING: PLEASE CHARGE TO: [)p l- i � d0 — O $ 17_- 1 S " 20 —,Li lo 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW�— 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 6/26/23 DATE REC'D: 7/6/23 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I 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.) � lL.� INITIAL / DATE SIGNED l�AW DEPARTMENT :I'.4 1 z,,-z W 1 GNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK " j ❑ ASSIGNED AG# AG J!SCI COMMENTS: 20017 CITY OF CITY HALL Federal Vila Feder 8th Avenue South � Federal Way, WA 98003-6325 (253) 835-7000 www dtyoffederahvay com PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Keating, Bucklin, McCormack, Inc., P.S., a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: KEATING, BUCKLIN, AND MCCORMACK, I CITY OF FEDERAL WAY: INC., P.S. Thomas P. Miller _80.1 2°a Avenue, Suite 1210 Seattle, WA 98104-1518 (206) 623-8861 (telephone) (206) 223-9423 (facsimile) tm i l lera,kbm lawyers. com The Parties agree as follows: City Attorney 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2561 (telephone) (253) 835-2569 (facsimile) rae.charlton@cityoffederalway.com 1. TERM. 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 Services specified in this Agreement, but in any event no later than June 30, 2024 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it 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 obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. %3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at ,its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to mailitain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 7/2021 CITY OF CITY HALL Federal 1Na Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalwey com 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 7/2021 CITY OF CITY HALL Fe d e ra I Wa Feder 8th Avenue South y Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in_ connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $2,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a minimum combined single limit in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No. Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 7/2021 CITY OF CITY HALL Federal 1Na Feder 8th Avenue South 44 Y Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalwey com 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 7/2021 CITY OF CITY HALL Federal �1Va 8th Avenue South Feder Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederatway com 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 AssigLiment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 7/2021 CITY of CITY HALL Federal lllla 8th Avenue South Feder Y Federal Way, WA 98003-6325 (253) 835-7000 www cityotfederalway com to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Parry brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 7/2021 CITY of Federal CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7i7pp wwwo(yoffedemAomy com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Jim ?F, Aor DATE: KEATING, BUCKLIN, AND MCCORMACK, INC., P.S.: By: Printed N io as P. ii er L• Title: Attorne DATE: July 6 2023 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) ATTEST: gt4hknie Courtney, CM i y Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me THOMAS MILLER, to me known to be the ATTORNEY of Keating, Bucklin, and McCormack, Inc., P.S. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. L GIVEN my hand and official seal this clay of -, 2023. Notary's signature SARAH DAMIANICK �Y. Notary Public Notary's printed name OA 1 gg) • Clk State of Washington Notary Public in and for the Sty of asasbi Eton. Commission # 106960 My Comm, Expires Jan 21; 2025 My commission expires PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 7/2021 CITY OF Federal Way EXHIBIT A SERVICES 1. The Contractor shall do or provide the following: Legal Services CITY HALL 33325 8th Avenue South Federal Way, WA 98003-5325 (253) 835-7000 www.ci4offederaMwy com PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 4/2023 CITY of CITY HALL Fe d e ra I Wa Feder 8m Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www Wyoffedera/way com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Seventy -Five Thousand and NO/100 Dollars ($75,000.00). 2. Method of Compensation: Hourly rate 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: Thomas P. Miller $345 Ann Trivett $345 Other police related lawyers $255 Paralegals that might bill against this contract $125 PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 4/2023 KEATBUC-01 A� oRo� CERTIFICATE OF LIABILITY INSURANCE DATDIYYYY) 7/112/2212023 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 Hub International Northwest LLC PO Box 3018 Bothell, WA 98041 INSURED Keating Bucklin & McCormack Inc. PS 801 Second Ave., Suite 1210 Seattle, WA 98104 INSURER F : 489-4500 1 wc. Nc :(425) 485-8489 i&hubimernational.com Allmerica Financial Benefit Insurance Com an 41840 Continental Casualty Company 20443 Evanston Insurance Company 135378 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. ISR TYPE OF INSURANCE AtiDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 2,Off0'0 CLAIMS -MADE OCCUR 22J112212 8/10/2022 8/10/2023 DAMAGE ETO RENTED 5 1,000,0 ---.- - 10.0 L AGG GATE LIMIT APPLIES PER: POLICI PEST LOC AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS H� X NOf1• 'JIRJED A ONLY AU O NLY Hired Auto PD X Deductible: S500 UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS -MADE Z22J112212 Z22JI12212 8/10/2022 8/10/2022 8/10/2023 8/10/2023 LA—a-rig9AUU BODILY INJURY Pt BLY INJURY P< ODI X RC(PER]'Yt AMAC a ecraaaen X X Hired Auto PD EACH OCGURREN( AG REGATE DED X RETENTIONS 0 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY pAANY PROPRIETOR/PARTNER/EXECUTIVE Y❑ {Man6atory in NH EXCLUDED? If yes, describe under N / A 22.] 112212 8/10/2022 8/10/2023 PER T E.L EACH ACGll7FJ E,L DISEASE - EA I c , n,er -zr - vni B Prof Liability 595714502 W10/2022 W10/2023 Each Glairrl/Agg to, C Excess Prof Liab MKLV5XLA000337 8/10/2022 8/10/2023 Each Claim/Agg 5, DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) rrf=PTtrtrnTtr Hni nFR CANCELLATION _ City of Federal Way 33325 8th Ave. South Federal Way, WA 98003 ACORD 25 (2016/03) 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 The ACORD name and logo are registered marks of ACORD All rights reserved.f Z22 J 112212 00 0901443 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SMALL COMMERCIAL LIABILITY COMPANION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES SECTION I — ADDITIONAL INSURED PROVISIONS Page 2 A. Automatic Additional Insured Provisions Including Primary and Non-contributory 2 4. Additional Insureds 2 a. Broad Form Vendors 3 b. Co-owner of Insured Premises 3 c. Controlling Interest d. Mortgagee, Assignee, or Receiver e. Grantor of Franchise f. Lessor of Leased Equipment g. Manager or Lessor of Premises B. Additional Insured by Contract, Agreement or Permit With Completed Operations and Primary and Non-contributory 3 4 4 4 4 4 SECTION II — COVERAGE EXTENSIONS A. Supplementary Payments Extension B. Alienated Premises C. Broad Form Property Damage Legal Liability D. Broad Form Property Damage —Borrowed Equipment, Customers' Goods, Use of Elevators E. Incidental Malpractice — Employed Nurses, EMT's and Paramedics F. Personal and Advertising Injury — Broad Form G. Product Recall Expense Product Recall Expense Each Occurrence Limit $25,000 Product Recall Expense Aggregate Limit $50,000 Product Recall Deductible $500 H. Who is an Insured Amended "Employees" Redefined Subsidiaries Newly Acquired or Formed Organizations —180 Days I. Limits of Insurance Amended: Aggregate Limits of Insurance Per Location Products -Completed Operations Aggregate-- Twice the Each Occurrence Limit J. Blanket Waiver of Subrogation K. Unintentional Failure to Disclose Hazards L. Unintentional Failure to Notify/Knowledge of an Occurrence M. Medical Expenses — Three Years to Report 5 5 5 6 6 6 6 6 8 9 9 9 9 9 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission Page 1 of 14 Copyright 2019 The Hanover Insurance Company All Rights Reserved. Insured Copy Z22J112212 00 0901443 SECTION III — ADDITIONAL CONDITIONS 9 A. Liberalization 9 B. Concealment, Misrepresentation or Fraud 10 C. Insurance Under Two or More Coverages 10 SECTION IV — EXCLUSIONS 10 A. Coverage A — Bodily Injury and Property Damage Liability and Coverage B — Personal and Advertising Injury Exclusions 10 Access Or Disclosure Of Confidential Or Personal Information And Data -related Liability Aircraft Products, Grounding and Testing Professional Services Unmanned Aircraft 10 10 11 11 B. Coverage A — Bodily Injury and Property Damage and Coverage C — Medical Payments Exclusions Nuclear Energy Liability C. Amended Exclusion With Coverage Extension Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft SECTION V —AMENDED DEFINITIONS "Bodily Injury" 12 12 13 13 13 14 "Products — Completed Operations Hazard" "Property Damage" 14 14 SECTION I — ADDITIONAL INSURED PROVISIONS A. Automatic Additional Insured Provisions Including Primary and Non-contributory: 1. SECTION II — WHO IS AN INSURED is amended to include as an insured any person or organization described in paragraphs 4.a through 4.g. below, whom you agree to add as an Additional Insured. 2. However, the insurance afforded to such Additional Insured described below: a. Only applies to the extent permitted by law. b. Will not be broader than the insurance which you are required by the written contract, agreement or permit, if any, to provide for such additional insured. c. Applies on a primary basis and we will not seek contribution from any other insurance available to the Additional Insured, if that is required by an applicable written contract, agreement or permit. d. Will not be broader than coverage provided to any other insured. e. Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. f. Does not apply to any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. 3. The most we will pay on behalf of the Additional Insured for a covered claim is the lesser of the amount of insurance: a. Required by the applicable written contract, agreement or permit, if any; or b. Available under the applicable Limits of Insurance shown in the Declarations or any endorsement to the policy. 4. Additional Insureds The following persons or organizations qualify as additional insureds under this endorsement: 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission. Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Page 2 of 14 Insured Copy Z22 J 112212 00 0901443 The following is added to SECTION II — WHO container, part or ingredient of any IS AN INSURED: other thing or substance by or for a. Broad Form Vendors the vendor; (1) Any person or organization that is a (h) "Bodily injury" or "property vendor with whom you agreed in a damage" arising out of the sole written contract or agreement to negligence of the vendor for its include as an additional insured under own acts or omissions or those of this Coverage Part is an insured, but its employees or anyone else only with respect to liability for "bodily acting on its behalf. However, this injury" or "property damage" arising out exclusion does not apply to: of "your products" which are distributed (i) The exceptions contained or sold in the regular course of the within the exclusion in vendor's business. paragraphs (d) or (f) above; or (2) With respect to insurance afforded to (ii) Such inspections, such vendors, the following additional adjustments, tests or servicing exclusions apply: as the vendor has agreed to The insurance afforded to the vendor make or normally undertakes does not apply to: to make in the usual course of business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (i) "Bodily injury" or "property reasons of the assumption of liability in a contract or agreement. damage" arising out of an "occurrence" This exclusion does not apply to that took place before liability for damages that the you have signed the contract or insured would have in the absence agreement with the vendor. of the contract or agreement; Q) Any insured person or (b) Any express warranty organization, from whom you have unauthorized by you; acquired such products, or any ingredient, part or container, (c) Any physical or chemical change in entering into, accompanying or the product made intentionally by containing such products. the vendor; b. Co-owner of Insured Premises (d) Repackaging, unless unpacked Any person or organization who is a co - solely for the purpose of inspection, demonstration, testing, owner of premises described in the or the substitution of parts under declarations. Such person(s) or instruction from the manufacturer, organization(s) is an insured only with and then repackaged in the original respect to their liability as co-owner of the container; co -owned premises. (e) Any failure to make such c. Controlling Interest inspection, adjustments, tests or Any person or organization that has a servicing as the vendor has agreed majority controlling interest in you, but only to make or normally undertakes to with respect to their liability arising out of: make in the usual course of (1) Their financial control of you; or business in connection with the (2) Premises they own, maintain or control sale of the product; while you lease or occupy these (f) Demonstration, installation, premises. servicing or repair operations, except such operations performed This insurance does not apply to structural at the vendor's premises in alterations, new construction and connection with the sale of the demolition operations performed by or for product; such additional insured. (g) Products which, after distribution d. Mortgagee, Assignee, or Receiver or sale by you, have been labeled Any mortgagee, assignee or receiver, but or relabeled or used as a only with respect to their liability as 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission Page 3 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Insured Copy Z22J112212 00 0901443 mortgagee, assignee, or receiver and arising out of the ownership, maintenance or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. e. Grantor of Franchise Any person or organization who is a grantor of a franchise to you, but only with respect to their liability as grantor of a franchise to you. f. Lessor of Leased Equipment Any person or organization from whom you lease equipment is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. However, the insurance afforded to such additional insured does not apply to any "occurrence" that takes place after the equipment lease expires. g. Manager or Lessor of Premises Any person or organization from whom you lease premises is also an additional insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. However, this provision does not apply to: (1) Any "occurrence" that takes place after you cease to be a tenant in the premises. (2) Structural alterations, new construction or demolition operations performed by or for such additional insured(s). B. Additional Insured by Contract, Agreement or Permit With Completed Operations and Primary and Non-contributory 1. Any person or organization who does not qualify as an Additional Insured in A. Automatic Additional Insured Provisions Including Primary and Non-contributory, 4. Additional Insureds, paragraphs a. through g. above with whom you agreed in a written contract, agreement or permit to add as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: a. Premises you own, rent, lease or occupy; b. Your ongoing operations for the additional insured(s) designated in the written contract, agreement or permit; C. "Your work" included in the "products - completed operations hazard", but only if: (1) The written contract, agreement or permit requires you to provide such coverage to the additional insured; and (2) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". 2. The insurance afforded to such additional insured described above: a. Only applies to the extent permitted by law. b. Will not be broader than the insurance which you are required by the written contract, agreement or permit to provide for such additional insured. c. Applies on a primary basis and we will not seek contribution from any other insurance available to the Additional Insured, if that is required by the written contract, agreement or permit. d. Does not apply if the "bodily injury", "property damage", or "personal and advertising injury" arises out of sole negligence of the additional insured. e. Will not be broader than coverage provided to any other insured. f. Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. g. Does not apply unless the written contract or agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal and advertising injury". h. Does not apply to any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. I. Does not apply to any lessor of equipment after the equipment lease expires. j. Does not apply to any: (1) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission Page 4 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Insured Copy Z22 J112212 00 0901443 is committed after the lease for the land expires; or (2) Managers or lessors of premises if: (a) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (b) The "bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. k. Does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the written contract, agreement or permit described in B. Additional Insured by Contract, Agreement or Permit With Completed Operations and Primary and Non- contributory, paragraph 1. or 2. Available under the applicable Limits of Insurance shown in the Declarations or any endorsement to this policy. This provision shall not increase the applicable Limits of Insurance shown in the Declarations. SECTION II — COVERAGE EXTENSIONS b. Up to $2500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within our Limit of Insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the Limit of Insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limits of Insurance. B. Alienated Premises SECTION I — COVERAGES, COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, j. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. A. Supplementary Payments Extension C. Broad Form — Property Damage Legal Liability SECTION I — COVERAGES, SUPPLEMENTARY The following is added to SECTION III - LIMITS OF PAYMENTS — COVERAGES A AND B, paragraph INSURANCE, Paragraph 6. 1. is replaced by the following: The Damages to Premises Rented to You Limit 1. We will pay, with respect to any claim we shown on the Declarations will apply to a claim investigate or settle, or any "suit" against an because of "property damage" to any one insured we defend: premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily a. All expenses we incur. 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission. Page 5 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Insured Copy Z22 J112212 00 0901443 occupied by you with permission of the owner. If the General Aggregate Limit shown on the Declarations is less than $1,000,000, for the purpose of the Damages To Premises Rented to You coverage only, the General Aggregate Limit will be equal to the Damage to Premises Rented to You Limit shown on the Declarations. The Damage to Premises Rented to You Limit does not and should not be construed to increase the General Aggregate Limit except as provided in the limited circumstance described in this paragraph. D. Broad Form Property Damage — Borrowed Equipment, Customers' Goods, Use of Elevators 1. The following is added to SECTION I — COVERAGES, COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, j. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers' goods" while on your premises. Paragraphs (3), (4) and (6) do not apply to the use of elevators. 2. For the purposes of this endorsement, the following definition is added to SECTION V — DEFINITIONS: 1. "Customers' goods" means property of your customer(s) on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. 3. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. E. Incidental Malpractice — Employed Nurses, EMT's and Paramedics With respect to the COMMERCIAL GENERAL LIABILITY COVERAGE form, SECTION II — WHO IS AN INSURED, paragraph 2.a.(1)(d) and with respect to the SMALL COMMERCIAL LIABILITY COMPANION endorsement, SECTION IV — EXCLUSIONS, A. Professional Services do not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. F. Personal and Advertising Injury — Broad Form 1. SECTION I — COVERAGES, COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions, e. Contractual Liability is deleted. 2. SECTION V — DEFINITIONS, 14. "Personal and advertising injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process. 3. The following is added to SECTION V — DEFINITIONS, 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", nor to the employment, prospective employment or termination of any person or persons by an insured. 4. For purposes of this endorsement, the following definition is added to SECTION V — DEFINITIONS: 1. "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. 5. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. G. Product Recall Expense 1. SECTION I — COVERAGES, COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, n. Recall of Products, Work or Impaired Property is replaced by the following: n. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission. Page 6 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Insured Copy Z22 J 112212 00 0901443 repair, replacement, adjustment, removal or disposal of: (1) "Your product'; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall' of "your product' if the "covered recall' was initiated during the policy period. However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; (7) Redistribution or replacement of "your product' which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. 2. The following is added to SECTION II — WHO IS AN INSURED, paragraph 3.b.: "Product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 3. The following is added to SECTION III — LIMITS OF INSURANCE: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense coverage regardless of the number of: (1) Insureds; (2) "Covered Recalls" initiated; or (3) Number of "your products" withdrawn or recalled. b. The Product Recall Expense Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one 'occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall'. The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission Page 7 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Insured Copy Z22 J112212 00 0901443 case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. 4. The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. 5. For the purpose of this endorsement, the following definitions are added to SECTION V — DEFINITIONS: 1. "Covered recall" means a recall or withdrawal made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in '.your product" has resulted or is reasonably expected to result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such '.covered recall". 6. This Product Recall Expense Coverage does not apply: a. If the "products — completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or b. To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements. H. Who is an Insured Amended 1. SECTION II — WHO IS AN INSURED, paragraph 2.a.(1)(d) is replaced by the following: (d) Arising out of his or her providing or failing to provide professional services. 2. Insured Employee Extension The following is added to SECTION II — WHO IS AN INSURED, paragraph 2.a.(1)(a): With respect to "bodily injury" only, the limitations above do not apply to your "employees" as insureds with respect to damages caused by cardiopulmonary resuscitation or first aid services administered by such an "employee". 3. Who is an Insured — Subsidiaries The following is added to SECTION II — WHO IS AN INSURED: Subsidiaries Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission. Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Page 8 of 14 Insured Copy Z22J112212 00 0901443 No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: Before you maintained an ownership interest or more than 50% in such subsidiary; or d. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. 4. Newly Acquired or Formed Organizations — 180 Days SECTION II — WHO IS AN INSURED, paragraph 3.a. is replaced by the following: a. 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. Limits of Insurance Amended General Aggregate Limits of Insurance Per Location The following is added to SECTION III — LIMITS OF INSURANCE: The General Aggregate Limits of Insurance apply separately to each of your "locations" owned by or rented to you. "Location' means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. J. Blanket Waiver of Subrogation The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Recovery Against Others to Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract, agreement or permit to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This condition does not apply to Medical Expenses Coverage. K. Unintentional Failure to Disclose Hazards SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is replaced by the following: existing as of the inception date of the policy provided such failure is not intentional. L. Unintentional Failure to Notify/Knowledge of an Occurrence The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, paragraph a.: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Coverage Part. Knowledge of an "occurrence" or offense by an agent or "employee" of the insured will not constitute knowledge by the insured, unless an "executive officer" of the insured knows about such "occurrence" or offense. Failure of an agent or "employee" of the insured, other than an "executive officer' of the insured, to notify us of an "occurrence" or offense that such person knows about will not affect the insurance afforded to you. M. Medical Payments — Three Years to Report SECTION I — COVERAGES, COVERAGE C — MEDICAL PAYMENTS, 1. Insuring Agreement, paragraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and SECTION III — ADDITIONAL CONDITIONS The following are added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: A. Liberalization If, within 45 days prior to or during the policy period, we adopt any revision that would broaden the coverage under this policy without additional premium, the broadened coverage will immediately apply to this policy. B. Concealment, Misrepresentation or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time. It is also void if you or any other insured, at any time, intentionally conceal or misrepresent a material fact concerning: 1. This policy; 2. The Covered Property; 3. Your interest in the Covered Property; or 4. A claim under this policy. 6. Representations C. Insurance Under Two or More Coverages We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission. Page 9 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Insured Copy Z22 J112212 00 0901443 It is our stated intent that the various Coverage Parts, forms, endorsements or policies issued to the named insured by us, or any company affiliated with us, do not provide any duplication or overlap of coverage for the same claim, "suit", "occurrence", offense, accident, "wrongful act" or loss. We will not pay more than the actual amount of the loss or damage. If this Coverage Part and any other Coverage Part, form, endorsement or policy issued to the named insured by us, or any company affiliated with us, apply to the same claim, "suit", occurrence, offense, accident, "wrongful act" or loss, the maximum Limit of Insurance under all such Coverage Parts, forms, endorsements or policies combined shall not exceed the highest applicable Limit of Insurance under any one Coverage Part, form, endorsement or policy. This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. SECTION IV — EXCLUSIONS A. The following are added to SECTION I — COVERAGES, COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I — COVERAGES, COVERAGE B — PERSONAL AND ADVERTISING INJURY, 2. Exclusions: Access Or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in paragraphs (1) or (2) above. However, unless paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software including systems and applications software), on hard or floppy disks, CD - ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of electronic data, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. Aircraft Products, Grounding and Testing (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of: (a) "Aircraft products" or reliance upon any representation or warranty made with such product; (b) The "grounding" of any aircraft; or (c) The "testing" of any aircraft. (2) For purposes of this Exclusion, the following definitions apply: (a) "Aircraft Products" means: (i) Aircraft, including but not limited to missiles, spacecraft, or any other aircraft goods or products you manufacture, sell, handle or distribute; (ii) Aircraft and any ground support or control equipment used in connection therewith; (III) Any product provided by the insured and installed or used in connection with any aircraft; (iv) Any tooling used in respect to any aircraft; (v) Training and navigational aids, instructions, manuals, blueprints, engineering or other data in connection with any aircraft; (vi) Any advice, service or labor supplied with any aircraft; or (vii)Services you or others trading under your name provide or recommend for use in the manufacture, repair, operation, maintenance or use of any aircraft. (b) "Grounding" means the withdrawal of one or more aircraft from flight operations or the imposition of speed, passenger or load restrictions on such aircraft, due to the existence of or alleged or suspected existence of any defect, fault or condition: (i) In such aircraft or any part sold, handled or distributed by you or that is manufactured, assembled or 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission. Page 10 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Insured Copy Z22 J 112212 00 0901443 processed by any other person or organization according to your specifications, plans, suggestions, orders or drawings; or (ii) With tools, machinery or other equipment furnished to such persons or organizations by you; whether such withdrawn aircraft are owned or operated by the same or different persons or organizations. "Grounding" shall be deemed to commence on the date of an "occurrence" which discloses the necessity of "grounding" or on the date an aircraft is first withdrawn from service because of such condition, whichever comes first. (c) "Testing" means examination, observation, evaluation or measuring of the performance of "aircraft products", while either in the air or on the ground. Professional Services "Bodily injury", "property damage", or "personal and advertising injury" caused by the rendering of or failure to render any professional service, advice or instruction: (1) By any insured; or (2) On behalf of any insured; or (3) From whom any insured assumed liability by reason of a contract or agreement, regardless of whether any such service, advice or instruction is ordinary to any insured's profession. Professional services include but are not limited to: (4) Legal, accounting or advertising services, notary, title abstract, tax preparation, real estate, stockbroker, publishing, architects or insurance services; (5) Preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; (6) Supervisory, inspection or engineering services; (7) Any medical, surgical, dental, x-ray, nursing, health or therapeutic services, treatment, advice or instruction including, but not limited to, the prescribing, furnishing or dispensing of drugs; (8) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming, including body piercing services or use or exposure to any sun lamp, tanning booth or other similar appliance; (9) Optometry or optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (10) Services in the practice of pharmacy; (11) Management, Human Resource, Testing, Media or Public Relations consulting services. This exclusion applies even if a claim alleges negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury', involved the rendering of or failure to render any professional service. Unmanned Aircraft (1) "Bodily injury', "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading and unloading". This paragraph applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". This paragraph does not apply to: (a) The use of another's advertising idea in your "advertisement"; or (b) Infringing upon another's copyright, trade dress or slogan in your "advertisement". (2) For purposes of this endorsement, the following is added to SECTION V — DEFINITIONS: "Unmanned aircraft" means an aircraft that is not: (a) Designed; (b) Manufactured; or (c) Modified after manufacture; to be controlled directly by a person from within or on the aircraft. B. The following is added to SECTION I — COVERAGES, COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I — COVERAGES, COVERAGE C — MEDICAL PAYMENTS, 2. Exclusions: Nuclear Energy Liability 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission. Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Page 11 of 14 Insured Copy Z22 J 112212 00 0901443 (1) 'Bodily injury" or "property damage": (a) With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by the Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) Resulting from the "hazardous properties" of "nuclear material' and with respect to which: (i) Any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (ii) The insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. (2) Under COVERAGE C — MEDICAL PAYMENTS, expenses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material' and arising out of the operation of a "nuclear facility" by any person or organization. (3) 'Bodily injury" or "property damage" resulting from the "hazardous properties" of the "nuclear material'; if: (a) The "nuclear material': (i) Is at any "nuclear facility" owned by, or operated by or on behalf of, an insured; or (ii) Has been discharged or dispersed therefrom; (b) The "nuclear material' is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c) The "bodily injury" or "property damage" arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility"; but if such facility is located within the United States of America, its territories or possessions or Canada, this Exclusion (3) applies only to "property damage" to such "nuclear facility" and any property thereat. (4) As used in this exclusion: (a) "By-product material' has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (b) "Hazardous properties" include radioactive, toxic or explosive properties; (c) "Nuclear facility" means: (i) Any "nuclear reactor"; (ii) Any equipment or device designed or used for: 1) Separating the isotopes of uranium or plutonium; 2) Processing or utilizing "spent fuel'; or 3) Handling, processing or packaging "waste"; (iii) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (iv) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; (d) "Nuclear material' means "source material', "special nuclear material' or "by- product material'; (e) "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; (f) "Property damage" includes all forms of radioactive contamination of property. (g) "Source material' has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (h) "Special nuclear material' has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission. Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Page 12 of 14 Insured Copy Z22J112212 00 0901443 (i) "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; (j) "Waste" means any waste material: (i) Containing "by-product material' other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material' content; and (ii) Resulting from the operation by any person or organization of any "nuclear facility" included under paragraphs (i) and (ii) of the definition of "nuclear facility". C. Amended Exclusion With Coverage Extension SECTION I — COVERAGES, COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, g. Aircraft, Auto or Watercraft is replaced by the following: g. Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This paragraph g. applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This paragraph g. does not apply to: (a) A watercraft while ashore on premises you own or rent; (b) A watercraft you do not own that is: (i) Less than 51 feet long; and (ii) Not being used to carry persons or property for a charge; (c) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (d) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft (other than "unmanned - aircraft") or watercraft; or (e) 'Bodily injury" or "property damage" arising out of: (i) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or (ii) The operation of any of the following machinery or equipment: 1) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and 2) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well -servicing equipment; or (f) An aircraft (other than "unmanned aircraft") that is: (i) Chartered by, loaned to, or hired by you with a paid crew; and (ii) Not owned by any insured. SECTION V — AMENDED DEFINITIONS A. SECTION V — DEFINITIONS, 3. 'Bodily injury", 16. "Products — completed operations hazard", and 17. "Property damage" are replaced by the following: 3. 'Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 16. "Products — completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission. Page 13 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Insured Copy Z22 J112212 00 0901443 your contract calls for work at more than one job site. (c) When that part of the work done at the job site has been put to its intended use by any other person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the 'loading or 822-0001 08 19 unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED Includes copyrighted material of the Insurance Services Office Inc., with its permission. Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Page 14 of 14 Insured Copy 7/11/23, 4:07 PM Corporations and Charities System BUSINESS INFORMATION Business Name: KEATING, BUCKLIN, AND MCCORMACK, INC., P.S. UBI Number: 600 221 771 Business Type: WA PROFESSIONAL SERVICE CORPORATION Business Status: ACTIVE Principal Office Street Address: 801 2ND AVE, SUITE 1210, SEATTLE, WA, 98104-1518, UNITED STATES Principal Office Mailing Address: 801 2ND AVE, SUITE 1210, SEATTLE, WA, 98104-1518, UNITED STATES Expiration Date: 12/31/2023 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 12/17/1976 Period of Duration: PERPETUAL Inactive Date: Nature of Business: ANY LAWFUL PURPOSE REGISTERED AGENT INFORMATION Registered Agent Name: STEWART A. ESTES Street Address: 801 2ND AVE STE 1210, SEATTLE, WA, 98104-1518, UNITED STATES Mailing Address: 801 2ND AVE STE 1210, SEATTLE, WA, 98104-1518, UNITED STATES GOVERNORS Title Governors Type GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL Entity Name First Name Last Name JAYNE L FREEMAN SHANNON M RAGONESI STEWART A ESTES ANDREW COOLEY RICHARD JOLLEY https://ccfs.sos.wa.gov/#/BusinessSearch/BusinessInformation Im 7/11/23. 4:10 PM Washington State Department of Revenue Washington State Department of Revenue < Business Lookup License Information: New search Back to results Entity name: KEATING, BUCKLIN, AND MCCORMACK, INC., P.S. Business KEATING, BUCKLIN, AND MCCORMACK, INC., P.S. name: Entity type: Professional Service Corporation UBI #: 600-221-771 Business ID: 001 Location ID: 0001 Location: Active Location address: 801 2ND AVE STE 1210 SEATTLE WA 98104-1518 Mailing address: 801 2ND AVE STE 1210 SEATTLE WA 98104-1518 Excise tax and reseller permit status: Click here Secretary of State status: Click here Endorsements https://secure.dor.wa.gov/gteunauth/_/#5 1 /3 7/11/23, 4:10 PM Washington State Department of Revenue Endorsements held g License # Count Det< Status Expiration date First issuance date Issaquah General Business - Non - Resident Spokane General T1211003 Business - Non - Resident Active Dec-31-2023 Dec-28-2022 Active Dec-31-2023 Mar-11-2015 Governing People May include governing people not registered with Secretary of State i Governing people COOLEY, ANDREW ESTES, STEWART A FREEMAN, JAYNE L JOLLEY, RICHARD RAGONESI, SHANNON M The Business Lookup information is updated nightly. Search date and time: 7/11/2023 4:10:09 PM Contact us https://secure.dor.wa.gov/gteunauth/_/#5 2/3 7/11/23, 4:10 PM Washington State Department of Revenue How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported https://secure.dor.wa.gov/gteunauth/_/#5 3/3