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AG 12-068RETURN TO: ��� �? EXT: � �O Z �J CITY OF 1. ORIGINATING DEPT./DIV: ERAL WAY LAW DEPARTMENT ROUTING FORM 2. ORIGINATING STAFF PERSON: �V� ��� EXT: ��T 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) O PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT �INANCE ONTRACTAMENDMENT (AG#): i 2^ (7 � OTHER ❑ MAINTENANCE AGREEMENT O HUMAN SERVICES / CDBG O SECURITY DOCUMENT (E.G. BOrro xELATEn Docur�rrTS) O RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: ��� �'d•{�� (� 6. NAME OF CONTRACTOR: ADDRESS: ZZI� 1� E-MAIL: � SIGNATURE NAME: •'33� TELEPHONE FAX: _TITLE ���1 ih� 7. EXHIBITS AND ATTACHMENTS: � SCOPE, WORK OR SERVICES ❑ COMPENSATION O INSURANCE REQUIREMENTS/CERTIFICATE � ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENTDATE: u►+pc7r� 5��+�h� COMPLETIONDATE: Sa►r+ �l� ,'2D��j � 9. TOTAL COMPENSATION $��, 3�� (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURL LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ��s ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: � CONTRACTOR ❑ CITY O PURCHASING: PLEASE CHARGE TO: OD ("�� dV '331 •� 1�' � V• y lO 10. DO ENT/CONTRACT REVIEW INI AL/DATEREVIEWED INITIAL/DATEAPPROVED PROJECT MANAGER �,(7 • '3 ' 1 ,�7 DIRECTOR �/g !L ❑ RISK MANAGEMENT (tF.�PLtCABLE) � LAW � "Iti• S' IZ I 1. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: �� COUNCIL APPROVAL DATE: _ 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: �� f�I �� Z DATE REC'D: 1�'23lI2- ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ^,� LAW DEPARTMENT � SIGNATORY (CM OR DIRECTOR � CITY CLERK � ASSIGNED AG# �SIGNED COPY RETURNED COMMENTS: �Ti`•�f W� Q�rt.}'�i�bt n'v1. 1 /9 . � CITY OF CITY HALL ,,''�._ Federal 1Nay 33325 8th Avenue South Federai Way, WA 98003-6325 (253}835-7000 www ciryoffederahvay com AMENDMENT NO.1 TO PROFESSIONAL SERVICES AGREEMENT FOR PARK PLAN UPDATE This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and AHBL, Inc. 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 updating the Park Plan ("Agreement") dated effective June 15, 2012 as amended by Amendment No(s). 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 January 31, 2013 ("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, is 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 - 1 /2010 ., � CITY OF ,�.�... Fe d+e ra I V1lay CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 ww�v ciiyotfederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: %� Cary M. Ro P.E., Director, Parks, Public Works & Emergency Management DATE: I � I � AHBL, INC. By: �c. . Printed Name: ��YN � E� Cg�C Sc /� Title: �l S S B C,' � A�7'E ��l � P�L DATE: / 9 0 cTo�3E✓L 2.0 / 2 STATE OF WASHINGTON ) ) ss. COtTNTY OF P,e�c.� ) ATTEST: Crty Clerk, Carol Mc eilly, C APPROVED AS TO FORM: � City Attorney, atricia A Richardson On this day personally appeared before me (�„K�, r�c. � llow , to me known to be the ��,�c,�ri,.�� of �� L T�� 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 he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GNEN m��,�id official seal this ��� day of Q��.b� , 20 lJ-. ' yOTARY PUe�IC : �5-14 � Notary's signature �-,c� q- %�-e-� Notary's printed name�ce J/�e I/ Notary Public in and for the Sta e of Washington. My commission expires ! S � AMENDMENT - 2 - 1 /2010 0 0 12� ��`� Client#: 324263 AHBL DATE (MM/DDIYYYY) ACORD�, CERTIFICATE OF LIABILITY INSURANCE 9i,oi2o,2 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 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 dces not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Kibble & Prentice, a USI Co PR � ,� ��� �� PHONE 2 AIC No eM : 06 441-6300 ac No : 610-362-8528 601 Union Street, Suite 1000 E•MAiL I certre uest@k com.com ADDRESS: P • �) P Seattle, WA 9S') O� S E P 14 � i� y� INSURER(S) AFFORDING COVERA6E NAIC II INSURED AHBL, Inc. 2215 North 30th, Suite 300 Tacoma, WA 98403 a�►'l.ltiU� V?9�;.,i�p�(� iNSUeee e: cauin �ns DEPAf��i'MFP+11` �r,sueeRC:Travelers INSURER D : INSURER E : nity Company of 25682 Company, Inc. 19518 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TypE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN R WVD POLICY NUMBER MMIDDIYYYY MMIDD/YYYY A GENERAL LIABILITY 6804831 L577 9I� �/ZO� Z O9I� 1 I2O� EACH OCCURRENCE $ � OOO OOO X COMMERCIAL GENERAL LIABILIN PREMIgEg EaEa�rrence $1 000 OOO CLAIMS-MADE � OCCUR MED EXP (My one person) $�O OIIO PERSONAL & ADV INJURY $'I OOO OOO GENERALAGGREGATE $Z�OOO OOO GEN'L AGGREGATE LIMR APPLIES PER: PRODUCTS - COMP/OP AGG $Z�OOO OOO POLICY X PRO- �� . $ (�` AUTOMOBILE LIABILITY BA4988L728 9/11/2012 09/11/201 E�a aocltleDtSINGLE LIMIT 1�0��000 X ANY AUTO � BODILY INJURY (Per person) $ ALL OWNED SCHEDUIED BODILY INJURY (Per accident) S X H R DSAUTOS X NON OWNED PROPERTY DAMAGE $ AUTOS Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ A WORKERSCOMPENSATION 6804831L577 9M1/2012 09/11/201 WCSTATU- X OTH- AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y� N (WA Stop Gap) E.L. EACH ACCIDENT $� OOO OOO OFFICERIMEMBER EXCLUDED4 � N / A (Memlatory in NF� E.L. DISEASE - EA EMPLOYEE $� OOO OOO DESCRIPTION OF OPERATIONS bebw E.L. DISEASE - POLICY LIMIT $'I OOO OOO B Professional AED971410913 9l11/2012 09/11/201 $2,000,000 per claim Liability $4,000,000 annl aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, AddiUonal Remarks Schedule, If more space Is requlre� Re: Project No. 2420072.30, City of Federal Way Park Plan Update. City of Federal Way is included as an additional insured on the General Liability policy where required by written contract. Coverage is primary and non-contributory. City of Federal Way Attn: Steve ikerd City Hall, 33325 8th Avenue S. Federal Way, WA 98003-6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE � 1988-2010 ACORD CORPORATION. All rights re�rved. ACORD 25 (2010/05) � p} � The ACORD name and logo are registered marks of ACORD #S7917704/M7916252 JRMZP � � COMMERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury", "properry damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the pertorrnance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products-completed operations hazard". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. e. This insurance does not apply to the render- ing of or failure to render any "professional services". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a"contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a"contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily CG D3 81 09 07 � 2007 The Travelers Companies, Inc. PBge 1 Of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission. - - - _ COMMERICAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- sonal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- erage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed: a. After you have entered into that contract or agreement;. b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 O 2007 The Travelers Companies, Inc. CG D3 81 09 07 Includes the copyrighted material of Insurance Services Office, Inc., with its permission. � � = RETURN TO: �� `I '"� EXT: 'z�, � �, J CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM l. ORIGINATING DEPT/D1V: PRCS / 2. ORIGINATING STAFF PERSON: J ILVL ( r-�.�/ EXT: � � I 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ� ❑ PUBLIC WORKS CONTRACT ❑ �OFESSIONAL SERVICE AGREEMENT ❑ ❑ GOODS AND SERV[CE AGREEMENT ❑ ❑ REAL ESTATE DOCUMENT ❑ ❑ ORDINANCE ❑ ❑ CONTRACT AMENDMENT (AG#): ❑ ❑ OTHER SMALL OR L[MITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT HUMAN SERVICES / CDBG SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS� RESOLUTION INTERLOCAL S. PROJECT NAME: �$Y� pI'� tA�J�i 6. NAME OF CONTRACTOR: F� L I r� ADDRESS: ZI� T S�,ll}f(. O D" 3�O TELEPHONE: E-MAIL: L ah . F�c: SIGNATURE NAME: TITLE: S�1O��1 r,hc� 7. EX}[IBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES o COMPENSATION O INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # �n+►�5 ��t7 b�BL, EXP. 12/31/��i UBI #�o���V3, , EXP. �/3 7.�� ,3 8. TERM: COMMENCEMENT DATE: U�� �Y�A COMPLETION DATE: JlU7T �� ,�VI � 9. TOTAL COMPENSATION: $ �p� �� _(INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES ❑ N�O IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES �NO IF YES, $ PAID BY: ❑ CONTRACTOR � CITY ❑ PURCHASING: PLEASE CHARGE TO: _�L'� `��0�,33I.' ��b• Cu' �l� 10. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED �e''IsROJECT MANAGER �_, . • �J l • ( Z.- ❑ SUPERVISOR ��IRECTOR l%�J2 �+ � (Z- ❑ RISK MANAGEMENT (IF APPLICABLE� �8�1,AW DEPT �y •' •12. ll. COLJNCILAPPROVAL (IF APPLICABLE� COMIUIITTEE APPROVAL DATE: COUNCIL APPROVAL 12. CONTRACT SIGNATURE ROUTiNG � O SENT TO VENDOR/CONTRACTOR DATE SENT: � I��12 DATE REC �r �1 � Z �ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INIT L / ATE SIGNED �LAW DEPT �SIGNATORY (MAYOR OR DIRECTOR � CITY CLERK ❑ ASSiGNED AG # AG# - ,�Q SIGNED COPY RETURNED DATE SENT: � � �RETllRN ONE ORIGINAL COMMENTS: � CX�hlrt �5 I 1 /9 � CITY OF CITY HALL � ������I ��� 33325 8th Avenue 5outh Federaf Way, WA 980�3-6325 '������ (253) 835-7000 www cftyoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR PARK PLAN UPDATE This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and AHBL, Inc., 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: AHBL, INC.: Wayne E. Carlson 2215 North 30�` Street, Ste 300 Tacoma, WA 98403-3350 (253) 383-2422 (telephone) (253) 383-2572 (facsimile) www.ahbl.com The Parties agree as follows: CITY OF FEDERAL WAY: Steve Ikerd 33325 8`" Ave. S. Federal Way, WA 98003-6325 (253) 835-6911 (telephone) (253) 835-6909 (facsimile) Steve.ikerd@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 Work, but in any event no later than September 28, 2012 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Services"), 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 maintain required insurance policies, breaches confidentiality, or materially violates Section 12; and such may result in ineligibility for further City agreements. 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 E�ibit "B", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1- 4/2011 � CITY OF '!.. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www crryoffederalway. com 4.2 Method of Pavment. 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 after 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 payxnent 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 payxnents 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, t�es, 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 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 acknowledge that they have mutually negotiated this waiver. 5.3 Citv 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. PROFESSIONAL SERVICES AGREEMENT - 2- 4/2011 � CITY QF '�.. Federal CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www crfyoffederahvay com 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, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $1,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $1,000,000 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 Liabilitv. Contractor's maintenance of insurance as required by the 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 as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all coxnmercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with 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 actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 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 which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall rnake 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 Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its PROFESSIONAL SERVICES AGREEMENT - 3- 4/2011 � CITY OF Federal CIN HA�L ��� 33325 8th Avenue South Federal Way, WA 980a3-6325 (253) 835-7000 www aryoftederalway com 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 employxnent, nor to pay any social security or other tax which may arise as an incident of employment. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work 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 work. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 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, 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 tertns of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 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 fixll 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 Assi�,mment 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 PROFESSIONAL SERVICES AGREEMENT - 4- 4/2011 CITY OF '�.. Federal CITY HALL W �� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www crryoffederahvay com Party. If the non-assigning party gives its consent to any assignxnent, 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 of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishxnent 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 Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 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 - 5- 4/2011 � CItY OF �..- Federal CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www aryotfederahvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY � Cary M. Roe P.E., irector, Parks, Public Works & Emergency Management DATE: AHBL, INC. ��15��-� B Printed Name: u�aYNt c. C,Q �cSotiJ Title: i4�So cc � it A2�NC.� t'.?� c� DATE: � �'�N E 20 �2. STATE OF WASHINGTON ) ) ss. COUNTY OF Pierce� ) ATTEST: City Clerk, Carol cNeilly CMC APPROVED AS TO FORM: �— City Atto , Patricia A Ric ardson On this day personally appeared before me �Z.y he� C,�,� �So h , to me known to be the �oe;�,c,� R►�l.:.Aa of ��(3 � 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 he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN � hand and official seal this � day of ,Jw.,e� , 2011-. Notary's signature Q��Q. �.e,e.e- Notary's printed name J v << J. /3e / I Not y uP blic in and for the Sta e of Washington. My commission expires S! S,..o I�f PROFESSIONAL SERVICES AGREEMENT - 6- 4/2011 CITY OF CITY HALL '�.... Fe d e ra I Way 33325 8th Avenue South • PO Box 9718 Federai Way, WA 98063-9718 (253) 835-7000 www cityoffederahvay com EXHIBIT "A" SERVICES The Contractor shall do or provide the following: 1 Transfer revised text from Word document and images/ photos from FTP site into existing InDesign document (including underline/strike-out to show changes) 20 hrs $2,200.00 2 Provide City with draft for internal City review, Council meeting, Sub-Committee meeting, etc. and add additional changes per review. 4 hrs $ 440.00 3 After all comments are collected, remove all underline/strike-out and reformat for a final draft. 16 hrs $ 1,760.00 4 Examine final draft document for additional revisions, recommendations and transmit to City staff. 4 hrs $ 440.00 5 Make final revisions per City's review and comment. 4 hrs $ 440.00 6 Provide City with Final Parks, Recreation, and Open Space Plan. Deliverable with include a CD with the InDesign file, a PDF file, and copy of the updated text in a Word file format. 2 hrs $ 220.00 7 Revise/add additional text, photos, maps per City's request as they continue to review the existing plan (Optional Task) 8 hrs $ 880.00 Total 58 hrs $ 6,380.00 PROFESSIONAL SERVICES AGREEMENT - 7- 4/2011 CITY OF � Federal CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253} 835-7000 ww�w cityo(federalway com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Six Thousand Three Hundred Eighty and No/100 Dollars ($6,380.00) PROFESSIONAL SERVICES AGREEMENT - 8- 4/2011 AHBL, INC. C4NSENT IN LIEU OF DIRECTORS' MEETI.�IG Pursuant to the�giravisions of RCW 23B.08.210, and in l�eu of a meeting of the directors of the corporat�on, the undersigned, being all of the members of the Board of Directors of the corporation, do hereby consent to the foIlowing action and by this writing do approve, adopt and xatify the following resolution as the unanimous action of the Board of Directors: IT IS HEREBY RESOLVED tha# the follawing named individuats are authorized to sign all contraets of every nature and descziptian whereby the cflrporation shall provide engineering and/or tandscape architectura! and/or surveying services for clie,nts or prospective clients of #he firm: Thomas R. Hicks, PE, SE 3ean M. Comfort, PE Tim Hansen, PE, MBA Dozeen S. Gavin, PE Daniel L. Booth, FE, SE J'ohn W. Becker N, PLS J. Matthew Webex, PE Douglas G. Tapp, PE Richard Hartlage, ASLA Wayne Carlson, AICP, LEED, AP Lisa Kleiq AICP David Follansbee, PLS President Vice President Secretary/Treasurer Principal Principal Principal l�rincipal Principal Associate Principal Associate Principal Associate Principa� Associate Principal. Accordingly, each of the fore�aing are authorized, empowered and directed to sign all documents and do all acts necessary �r reasonably appropriate to enter into such contracfis. �� DATED this � day of J l�n.1✓ , 2012. BY THE DIRECTORS: OMAS R. HICKS, PE, SE SEAN M. COMF�RT, PE F:1a0oo0�0999947p1 t2190112000011COUOM'RtUAK 1058Ro0C% ! ��� �:..��._ _. . � . :,,. . !�,-,� � / f ,: , , � / �� i L Ns r . •• t!roe000.af�+cous�ooi u.0000�vpowro�snmuc,o�.oax � � CERTIFICATE I, the undersigned Se�retary of AHBL, INC., a Washington corporation, do hereby eerrtify that the document to which this is attached is a true, full and correct copy of a resalution adopted by the Board of Directors of the corporation on the date stated as it appears in the records of the corporation in my office, and that the persons named therein are the persons thereby authorized to adopt said resolution. j'^ IN WITNESS WI�REUF, I have hereunfo set my hand tt�is � day of June, 2Q12. F:�00000�0999q1001 ir00J1200001L�ORA7eUp[CIOS$P.GOCX CERT�CATE I, the undersigned Secretary af A,HBL, INC., a Washington corporation, do hereby cerbify that the document to wluch this is attached is a true, full and correct copy af the list of corporate officers adopted by the Board o� Directors of the corporation on the date stated as it appears in the records of the corporation in my office. IN WiTNESS WHEREOF, I have hereur►to set my hand this � day of June, 2012. �� TIM HANS Secretary F100000-09999tU0t ! Yi001 I1.0000llCONACM7E�/AKtOSBF,na�x Client#: 324263 AHBL DATE (MM/DD/YYYY) ACORDrM CERTIFICATE OF LIABILITY INSURANCE s�osno�2 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 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 dces not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Kibble 8� Prentice, 8 USI CO PR PHONE 206 441-6300 F 610-362-8528 ,vc No Ext : (A/C No�: 601 Union Street, Suite 1000 E-MAIL I certre uest k com.com ADDRESS: P • �I � P Seattle, WA 98101 _.,___..__ ,_ _ INSURED AHBL, Inc. 2215 North 30th, Suite 300 Tacoma, WA 98403 INSURER A : APFORDING COVERAGE NAIC # tv Comqanv of 2568; iNSUReR s: Catlin Insurance Company, �NSUReR c: Travelers Indemnity Compa INSURER D : INSURER E : 19518 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER MM/DD EFF M O V1pp EXP LIMITS A GENERAL LIABILITY 6804831 L577 9/11/2011 09/11/201 EACH OCCURRENCE $1 000 000 X COMMERCIAL GENERAL LIABILITY PREM SES Ea occurrence S� OOO,OOO CLAIMS-MADE � OCCUR MED EXP (Any one person) $� 0,��� PERSONAL 8 ADV INJURY $'I �OOO�OOO GENERAL AGGREGATE $Y�OOO�OOO GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $Z,OOO�OOO POLICY X PR � LOC $ C AUTOMOBILE LWBILITY BA4988L728 09/11/2011 09/11/207 COMBINED SINGLE LIMIT $ (Ea accident) � OQD �Q� X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE $ HIRED AUTOS (Per accidenq X NON-OWNED AUTOS $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ A WORKERS COMPENSATION 6804831 L577 9/11 /2011 09/11 /201 WC STATU- X OTH- AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE N/A (WA Stop Gap) E.L. EACH ACCIDENT $� �OOO�OOO OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $�,OOO,OOO DESCRIPTI N OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $� OOO OOO B Professional AED971410912 9/11/2011 09/11/201 $2,000,000 per claim Liabilit $4,000,000 annl a r. DESCRIPTION OF OPERATIONS I IOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is requtred) Re: Project No. 2120072.30, City of Federal Way Park Plan Update. City of Federal Way is included as an additional insured on the General Liability policy where required by written contract. Coverage is primary and non-contributory. City of Federal Way Attn: Steve Ikerd City Hall, 33325 8th Avenue S. Federal Way, WA 98003-6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATNE � 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) 1 of 1 The ACORD name and logo are registered marks of ACORD #S7334149/M6393698 MXTJU COMMERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The foltowing is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products-completed operations hazard". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a"contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "properry damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which cover- �• age as an additional insured specifically is added by another endorsement to this Cover- age Part. e. This insurance does not apply to the render- ing of or failure to render any "professional services". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF after you have entered into that "contract or agreement requiring insurance". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a"contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily CG D3 81 09 07 O 2007 The Travelers Companies, Inc. Pag2 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission. COMMERICAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- sonal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- erage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 O 2007 The Travelers Companies, Inc. CG D3 81 09 07 Includes the copyrighted material of Insurance Services Office, Inc., with its permission.