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AG 12-102RETURN TO: Brook Lindquist , EXT: x2401 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORTGINATING DEPT./DIV: CED/Co1v�1v�vlvtTY SE[tv�CEs 2. ORIGINATING STAFF PERSON: JAY BEtv1vETT EXT: x2650 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT X PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT O SECURITY DOCUMENT �E.G. BOND RELATED DOCUMENTS) O ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER S. PROJECT NAME: EMERGENCY HOUSING REPAIR PROGRAM CONTRACTOR C). NAME OF CONTRACTOR: ADVANCED ENERGY MANAGEMENT ADDRESS: 10749 A STREET SOUTH SUi'rE B, TACOlv1A, WA 98444 TELEPHONE 253-531-8770 E-MAIL: IrrFO@aEMwa.COM FAX: 253-531-3011 SIGNATURE NAME: Mic�Ei, KtM TITLE OwrrEx 7. EXHIBITS AND ATTACHMENTS: X SCOPE WORK OR SERVICES X COMPENSATION X INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: O�Z3�012 COMPLETION DATE: 12/31/2013 TOTAL COMPENSATION $ NOT TOO EXCEED $5,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑�S X NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES X NO 1F YES, $ PAID BY: 0 CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 119-7300-996-551-20-410 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF �PLIC�LE) O LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING COMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS � LAW DEPARTMENT � SIGNATORY (MAYOR OR DIRECTOR� �C1TY CLERK e'ASSIGNED AG# �SIGN ED COPY RETURNED COMM ENTS: INITIAL / DATE SIGNED 5 �•t�.- AG# � 2— � �. DATE SENT: `] • Z�p' 1 Z 1/9 � GTY OF CITY HALL .,'�.,... Fede ra I Way 33325 8th Avenue South Federal Way. WA g8003-6325 (253) 835-7000 www. cityotlederaM�ay com MASTER CONTRACTOR AGREEMENT FOR EMERGENCY HOUSING REPAIR PROGRAM - ELECTRICAL CONTRACTOR This Emergency Housing Repair Program ("EHRP") Master Contractor Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Advanced Energy Management, a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are loca.ted and do business at the below addresses which shall be valid for any notice required under this Agreement: ADVANCED ENERGY MANAGEMENT Michael Kim Owner 10749 A Street South, Suite B Tacoma, WA 98444 CITY OF FEDERAL WAY: Jay Bennett Community Services Manager 33325 8�' Ave. S. Federal Way, WA 98003-6325 (253) 531-8770 (telephone) (253) 531-3011 (facsimile) The Parties agree as follows: 1. DEFINITIONS. (253) 835-2650 (telephone) (253) 835-2409 (facsimile) Jav.Bennettna,citvoffederalv� 1.1 Certificate of Accentance shall mean a written statement issued by the City and signed by the City's inspector to be delivered to a Homeowner for execution stating that all Work has been generally completed in accordance with the Work Write-up for an Identified Project. 1.2 Chan e� Order shall mean an amendment to the Work and/or Contract Price pertaining to an Identified Project, submitted by Contractor and approved by a Homeowner and the City in accordance with the Project Documents and the EHRP Guidelines. 1.3 C� sha11 mean the City of Federal Way, and shall include its various departxnents, officers, employees, legal representatives, agents and third party vendors. 1.4 Competitive Sealed Proposal shall refer to the project delivery method authorized by Chapter 39.04 RCW, the adopted City of Federal Way Contract and Purchasing Manual, Chapter 5, Section E(Limited Public Works Process) and required in connection with Reconstruction or Rehabilitation Projects under the EHRP, except in the cases of emergency conditions, at which time the City shall select a vendor based upon availability and/or price and as outlined in the City of Federal Way Contract and Purchasing Manual Chapter 2, Section D. 1.5 Contract Price shall mean the price to be paid by the City to the Contractor for the performance of the Work in connection with an Identified Project. Any changes in the Contract Price sha11 only result from authorized Change Orders. The Contract Price shall be paid in the form of a single payment at the completion of the Work in accordance with the Notice to Proceed. 1.6 Contractor shall mean the contractor designated in the introductory paragraph of this Agreement. For Reconstruction Projects, the Contractor shall be selected utilizing the Competitive Sealed Proposal method, with sealed work plans and specifications in accordance with applicable laws and procedures, including the EHRP Guidelines. MASTER CONTRACTOR AGREEMENT - 1- 4/2012 � CITY OF '�.,. F��deral CITY HALL ��� 33325 $ih Aven�ae South F�aera� way w� s�o�z� iz�� a�-�000 m�v c�lfeder�h�! cr�m 1.7 Contractor's Application for Payment shall mean that certain Application and Certificate for Payment submitted by Contractor requesting payment in accordance with the Notice to Proceed. Such Contactor's Application for Payment shall reflect the cost for successful delivery of the entire Work completed by Contractor, shall include the notarized signature of the Contractor and otherwise be in form and substance acceptable to the City. 1.8 EHRP shall mean the CDBG Program being implemented by the City pursuant to Grant No. B-12-MC-53-0015 between the City and the Department of Housing and Urban Development. 1.9 1.10 EHRP Guidelines shall mean Emergency Housing Repair Guidelines adopted by HSD. HSD shall mean the City's Human Serviees Division. 1.11 Homeowner shall mean an owner of a Residence that qualifies under the EHRP for the Rehabilitation of its Residence located on the Homeowner's Property. 1.12 Homeowner Agrecement shall mean the agreement by and between a Homeowner and the City governing, and executed in connection with, an Identified Project. 1.13 Homeowner's Propertv shall mean the land of a Homeowner, all rights and appurtenances thereto; all improvements now or hereafter attached to the land or improvements, and all substitutions and replacements thereof and additions and successions thereto. 1.14 HUD shall mean the U.S. Department of Housing and Urban Development and any successor government agency. 1.15 Identified Proiect shall mean the Rehabilitation of a specified Residence located on a specified Homeowner's Property pursuant to the EHRP. Each such Identified Project shall be subject to and governed by the terms and provisions of this Agreement and the Pmject Documents. 1.16 Mana�er shall mean the Manager of HSD or any other person(s) that may be designated to perform the various functions assigned to the Manager. 1.17 Notice to Proceed shall mean the written authorization issued by the City for the Contractor to proceed with the Work set forth in the Work Write-up for an Identified Project. 1.18 Payment Request shall mean the form prepared, signed and submitted to HSD by the Contractor. The Payment Request shall reflect the value of all the completed and approved Work on the specified line items by trade, the total of the line- item cost of all of the completed Work by trade listed. 1.19 Plans and Specifications shall mean a detailed itemized list approved by the City that pmvides instructions to the Contractor for an Identified Project, which may include drawings as applicable. Plans and Specifications may be amended by authorized Change Orders. 1.20 Pmject Documents shall mean this Agreement, the Homeowner Agreement, the Plans and Specifications, the Notice to Proceed, the Certificate of Acceptance, and all other documents pertaining to, or executed in connection with, an Identified Project. 1.21 Rehabilitation Project shall mean those repairs required to remove all life, health, ar safety hazards to a Residence on a Homeowner's Property, plus increases pursuant to Change Orders. MASTER CONTRACTOR AGREEMENT - 2- 4/2012 � C�7Y aDF �..� F�ed�ra� �I�Y �#LL ��� 3332� 8th �,verr�e Souih Federa� Way, WA 98fl�3-63�� �2�3) 835-7000 rorww�ederah�!cc�m 1.22 Residence shall mean a single family detached dwelling located on, or to be rehabilitated on a Homeowner's Property. 1.23 Subcontractor shall mean any person or entity that, pursuant to this Agreement, will perform Work at a Residence at the request of Contractor. 1.24 Survev shall mean an identification of all relevant characteristics of a Homeowner's Property, including but not limited to a Homeowner's Property location, the improvements location description of a Homeowner's Property. 1.25 Work shall mean the labor and the materials necessary to complete an Identified Project pursuant to the Project Documents. 1.26 Work Write-up shall mean the form that specifies and quantifies the Work to be done in connection with an Identified Project, and includes the Plans and Specifications. 2. TERM. The term of this Agreement sha11 commence upon the effective date of this Agreement, wluch shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2013 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agrcement of the City and the Contractor. 3. WORK. 3.1 Work. For each Identified Project, the Contractor shall provide goods, materials, labor and services and otherwise perform the work more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction ofthe Mayor or his or her designee. 3.2 Side Agreements. All work to be performed and all specifications pertaining thereto will be identified in the Project Docuxnents. CONTRACTOR SHAI,L PERFORM NO O'TI�R WORK iJNI,ESS CHANGE ORDERS FOR ADDTI'IONAL WORK OR MATERIALS ARE ISSUED IN ACCORDANCE WITH THIS AGREEMENT AND THE PROJECT DOCiIMENTS. All properly approved and executed Change Orders shall be made a part of Project Documents. The Contractor agrees not to enter into any side agreements for additional work or materials for a Residence over and above those specified in the Work Write-up, where such labor is to be performed or material to be supplied or installed prior to the issuance of a Certificate of Acceptance. 3.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's fmal acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. The Contractor shall furnish the City with all manufacturer's and supplier's written guarantees, warranties and operating instructions covering materials and equipment fiunished under the Project Documents for each Identified Project, together with any documentation required for validation. In the event any part of the goods is repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the wananty for that portion of the work shall extend for one (1) year fiom the date such correction is completed and accepted by the City. The Contractor shall begin to conect any defects within seven (7) calendar days of its receipt of notice from the City of the defect at no additional expense to the City or the Homeowner. If the Contractor does not MASTER CONTR.ACTOR AGREEMENT - 3- 4/2012 � C�TY OF Fet��er�� CIT� HALL ��� 33'i25 $31't e�.�n� SDLith Feclera� �fay,'4�1A 9�fl03-$32� {253) 835-70�0 rv�vsa% ci�rof�riert�,hray. c�m accomplish the corrections within a reasonable time as determined by the City, the City may complete the conections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 3.3 Time�Documentation, and Insnectian. The Work to be performed in connection with each Identified Project shall commence on the date specified in the Notice to Proceed issued in connection with such Identified Project. The Work shall be completed within the time period specified in said Notice to Proceed. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 3.4 Clean Uv. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 4. TERMINATION. 4.1 Termination with Cause 4.1.1 The City may terminate this Agreement in its entirety or as to an Identified Project for cause by giving written notice to the Contractor under any of the following circumstances: a. If Contractor neglects to perform the Work in connection with any Identified Project properly, or in a timely manner, or refuses or neglects to supply proper or sufficient materials or workmen, or fails to perform any provision of any of the Project Documents pertaining to an Identified Project; b. If Contractor is adjudged banknxpt, makes a general assignment for the benefit of his creditors, or if a receiver is appointed on account of insolvency; c. If Contractor fails to make prompt payment to any Subcontractor for material or labor; or d. Contractor violates any public law or ordinance. 4.1.2. If the City terminates this Agreement in its entirety or as to an Identified Project for cause, the City may take possession of the Identified Project site or sites and utilize any and all materials and appliances to be provided under the respective Project Documents which are located on the site or sites to finish the Work. The City shall not prejudice any of the City's rights or remedies under this Agreement or the respective Project Documents, or by law, by terminating this Agreement in its entirety or as to an Identified Project for cause or by taking possession of the site or sites. 4.1.3. In case of termination of this Agreement in its entirety or as to an Identified Project for cause pursuant to this subsection, the Contractor shall not be entitled to receive any payment for any Identified Project until the Work for such Identified Project is completed. Upon completion of any such Identified Project, the Contractor shall be given any balance of the Contract Price less any damages and less the amount of expenses incurred by the City in fmishing the Work for such Identified Pmject, including any costs in addition to or in excess of those originally contemplated in the Project Documents for such Identified Project. If the cost in completing the Work for any such Identified Project is greater than the original Contract Price, the Contractor shall pay the difference to the City upon ten (10) days written demand. 4.2 Termination Without Cause. The City may terminate this Agreement in its entirety or as to an Identified Project without cause by giving written notice of said temunation to the Contractor. In case of termination of this Agreetnent in its entirety or as to an Identified Project without cause pursuant to this subsection, the Contractar shall submit his final statement for all Work performed through the date of termination for the respective Identified Project or, in the case of the termination of this Agreement in its entirety, for a11 Identified Projects under this Agreement, which shall be payable in the mannerprovided in Section V of this Agreement. MASTER CONTRACTOR AGREEMENT - 4- 4/2012 � t�ITY OF �.. F��era� CITY HALL ��� 3�32� 8th Av�nue �ouih Federa� �,Nay, �IVA 9$003-6��5 (2,ri3) 835-7� wwrv cityoflederahvay. com 4.3 Acceptance of Inferior Work. In connection with any Identified Project, the City may accept Work that appears to be incorrect if, in the City's opinion, it is impractical to have the Work corrected. In such case, the City does not waive the defect, but rather may deduct a reasonable amount for the loss sustained from the Contract Price for said Identified Project. This subsection is not intended to limit the right of the City to recover additional damages as may be permitted under this Agreement, the respective Project Documents or by law. 4.4 Cessation of Work. Upon receipt of a notice to terminate from the City, the Contractor shall discontinue all Work under this Agreement and all Project Documents for each Identified Project, unless the notice speci$es a later termination date or that specific Work be completed prior to termination. 5. COMPENSATION. 5.1 Contract Price. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate chazged 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 Contractar 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. 5.2 Chan e Orders. If the Contractor determines that a change in the Work or Contract Price is required; the Contractor may submit an estimate for increases or decreases due to such change. The City shall review the requested change. If the City elects to authorize the change, the City will compute the reduction from or addition to the Contract Price due to said change and will authorize such change in writing by the issuance of a Change Order. The Contractor will not, and shall not have any obligation to, perform any change in the Work until a Change Order has been authorized and issued by the City. Under no circumstances may the amount of the Contract Price, plus Change Orders exceed the maximum amount of assistance authorized under the EHRP Guidelines. 5.2 Method of Payment. Once the Work has been completed, the Contractor shall submit a Payment Request in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor will then schedule and conduct a wallc-through inspection of the Residence together with the Homeowner and the Contractor. During the final inspection, the City's inspector will prepare a field report in which the City's inspector determines whether the Work has been satisfactorily completed in accordance with the Project Documents. He will discuss the warranty and any other outstanding issues with the Homeowner. The City's inspector and the Homeowner will make a list of items that are in need of correction or completion, based upon the Project Documents (the "Punch List"). The City's inspector will provide the Homeowner and Contractor with a copy of the Punch List. The Contractor will schedule and complete the Work on the Punch List within five (5) days of receipt thereof. When the Work on the Punch List is complete, the Contractor, Homeowner and City's inspector will verify that all such Work has been completed. Upon completion of all Work on the Punch List and verification of the completion by the Contractor, the Homeowner and the City's Inspector, the City's Inspector will sign and forward the Payment Request for the final payment to the City HSD office for processing and payment, which final payrnent, will be made to the Contractor after thirty (30} days from the date of the Payment Request. If the Work 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. 5.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable cvsts, including legal casts and attorney fees, incurred by the City beyond the maximum Agreement price specified abave. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due ar to become due the MASTER CONTRACTOR AGREEMENT - 5- 4/2012 � C1TY DF � ������� Contractor. C1TY HALI. ��� 3332b 8th Avenue Sa+u�th Federa� �lUay, �+U'A ��-632� �253) 835-7D�D0 rwvw, srtyof�dsraiw�y c�vrn 5.4 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated f�r payment under this Agreement for any future f scal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work far which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 6. INDEMNIFICATION. 6.1 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, azbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's 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. 6.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. . 6.3 City Indemnification. The City agrees to release, indernnify, 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, azbitrations, mediations, proceedings, judgments, awazds, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attomey'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. 6.4 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. 7. 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 performed under the Project Documents for an Identified Project for the duration of the Agreement and thereafter with resp�ect to any event occurring prior to such expiration or termination as follows: 7.1. Minimum Limits. The Contractor agrees to cazry as a minimum, the following insurance, in such farms and with such carriers who have a rating that is satisfactory to the City: MASTER CONTRACTOR AGREEMENT - 6- 4/2012 � CI7Y OF � ������� CI f'Y �IAL�. ��� 33;i2� 8th Avena.�e South �edera� b^u'a�r, V1IA �$003-6323 (2�3) �35-7t30�9 rvrv►v ��fedsrahv�y c�rr� a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 7.2. 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. 7.3. Additional Insured Verification. The City sha11 be named as additional insured on all commercial general liability insurance policies. Concunent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as E�chibit "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. 7.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 8. CONFIDENTIALITY. All information regazding the City obtained by Contractor in performance of this Agrcement 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. 9. 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 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. 10. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and pmperly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 11. INDEPENDENT CONTRACTOR / EMPLOYEE CONDTTIONS. 11.1 Independence. The Parties intend that the Contractor shall be an independent contractar and that the Cantractor 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 ar any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, MASTER CONTRACTOR AGREEMENT - 7- 4/2012 � C1TY OF '�....- Fed�er'�a1 CTT1' HALL ��� 33325 8tY1 A'✓ef1Ue SOU1h F�dera9 Way,'WA 98003-637.5 (253) 83a-7000 mM w ci tyo� ai erpl way coin except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regazdless 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 WashingEon retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11.2 Safetv. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standazds (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guazds, bazricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known orunusual hazazds and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and a11 hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 11.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 12. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing pmfessional 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. 13. E UAL OPPORTiJNTTY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, t2ie following: employment, advertising, layoff or temunation, 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 ofthe 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. 14. GENERAL PROVISIONS. 14.1 Interpretation and Madification. 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 priar statements or agreements, whether aral 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 MASTER CONTRACTOR AGREEMENT - 8- 4/2012 � t17'Y OF "�...r Federa� CITY HALL ��� 3332b 8th A�eraue Saath Federa9lMay, WA 98!003�325 �2s3} s3s-�000 w►v�v. ciryoffedera,hray �om 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. 14.2 Assignment 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. 14.3 A Iicable Law. This Agreement is subject to all laws of the United States of America, the State of Washington, and ordinances of the City and all rules and regulations of any regulatory body or office having jurisdiction and in particular, without limitation, the federal regulations codified at Title 24, Code of Federal Regulations (CFR) Part 570 or 24 CFR Part 92. 14.4 Com liance 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. 14.5 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 aze 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 ane 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, govemed 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 claun or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attamey'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 indemnificatian under Section 5 of this Ageement. I4.6 Execution. Each uidividual 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 executal in any MASTER CONTRACTOR AGREEMENT - 9- 4/2012 � CITY OF � F�deral V1��y crrr�L 3332b 8th Avenue 5c�uth Federal Way, �e1�A 98�C13-6325 {2�3j 835-70�0 ww►v. GitynffederaM�y. cssm 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 executian" hereof. [Signahue page follows] MASTER CONTRACTOR AGREEMENT - 10 - 4/2012 � c�rv oF '�... F�ederal C1Tl HALL ��� 33325 8th A�renue 8otrih Federai 1�lay, V�IA 9$003-6375 {2v3) s35-700!� vnvw cityoffedarahvay cc�m IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY 1 Skip Priest, ayor DATE: � � 2 � —� oZ ADVANCED ENERGY MANAGEMENT � By: Printed Name: I"' � V��� f � 1► I Title n�- �d �e�-� DATE: I l� � Z� STATE OF WASHINGTON ) � � ) ss. COUNTY OF ATTEST: City Clerk, Carol McN 'lly, CM APPROVED AS TO FORM: G������ �- City Atto , Patricia A Richardson On this d�,a,�'_ ersonally appeared before me VI' w��� F�'� 1 1 1 to me known to be the ��(�'T���1(� of 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 my hand and official seal this �day of 20�.. Notary's signature `� , Notary's printed name NutaryPubliC NOt� ublic in and for the State of Washington. stace of wasninptan My commission expires VIELKA ANSARI �M!► APPuMMmait Expi►�a Nov 1!. t01� MASTER CONTRACTOR AGREEMENT - 11 - 4/2012 p�11 ybbo�autW fzn+�c� yta� 11" SOJ� Af��Mv �r4,. � ��r;t . , ;>�; db{OY . . �. �.n��c � � CITY OP Federa� 11�ay EXHIBIT �A" WORK Identified Pro'eMs CiTY FIALL 3332b 8th Avenue Soutit Federal V4ray, WA 980U3-6�2� (253) 835-7000 m�vw c�3yoffederaM�y. com Pro'ect Number Sco e NTP Date MASTER CONTRACTOR AGREEMENT - 12 - 4/2012 � CITY OF "�... F��lera� Cl�'Y i�,4L�. ��� 33,325 �ih Avenue South �ederallNay, WA 98t)03-B3�� (253) 83�-7000 tivwrv,cityo�deralavay.com EXHIBIT �B" COMPENSATION Total Compensation: In return for the Work, the City shall pay the Contractor an amount not to exceed five thousand and 00/100 Dollars ($5,000.00) for the following Identified Projects: Pro'ect Number Sco e Cost MASTER CONTRACTOR AGREEMENT - 13 - 4/2012 � t1TY OF '� F�dera� 1�1�� EXHIBIT KC" INSURANCE CERTIFICATE (to be provided by Contractor) G]T�' �-IALL 3332� 8th Av$nus Scwih Federa! V1lay, WA 98003-B325 (253) 83fr-7000 avrvw trlyoffederaiw�ay. com MASTER CONTRACT(7R AGREEMENT - 14 - 4/2012 ` , �� � DATE (MM/DD/YYYY) ,4coRC� CERTIFICATE OF LIABILITY INSURANCE o1�24�ZO12 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 hoider 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 does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER �A#712152 1-206-343-2323 N ACT NAME: Bacic Group, LLC dba MCM-BACIC PHONE F� Bacic Pacific Insurance Servicea, LLC #OF82099 AIC No: 1325 Fourth Avenue, Suite 2100 E-MAIL snnaFSS� Seattle, �PA 98101 INSURERA: OHIO SSCQRITY INS CO IWQIIRFR li • OHIO CAS INS CO 24082 Z4074 INSURED Advanced Snergy Manag�eat, Inc. 10731 A Street, IInit D Tacoma, �PA 98444 COVERAGES CERTIFICATE NUMBER: as2asias REVI51oN 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 POUCY NUMBER MMIUOCD EFF MO p EXP UM �� LTR A GENERALLIABILITY X X 54677436BRS2Q1 O1/26/1 O1/26/13 E,qCH OCCURRENCE y 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMI E ccu D n $ l, 000, 000 CLAIMS-MADE � OCCUR MED EXP (M one person) $ 15, 000 X Stop aap PERSONAL&ADVINJURY $ 1,000,000 GENERALAGGREGATE $ a,000,000 GEN'LAGGREGATELIMITAPPLIESPER: PRODUCTS-COMP/OPAGG a a ,000,000 POLICY X PRO- �� $ �► AUTOMOBILE LIABI�ITY BAS54677 36 COMBINED SINGLE LIMIT 1, 000, 000 Ea acddent X ANY AUTO BODILY INJURY (Per pereai) $ ALL OWNED SCHEDULED BODILY INJURY (Per acddent) $ AU70S NON OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS Per acadent $ X $500 Comp Ad $500 Coll D d $ g g UMBREILALIA6 X OCCUR 54677436II802Q1 O1/26/1 O1/26/13 Ep,CH OCCURRENCE $ 5,000,000 EXCE88 LIAB CLAIMS-MADE AGGREGATE $ 5, 000, 000 DED X RETENTION 10,000 $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE a N � A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE • EA EMPLOYE $ Ifyes describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE • POLICY LIMIT $ DE8CRIPTION OF OPERATION8/ LOCATIONS / VEHICLES (Altach ACORD 707, Additlonal Remarka Sehedule, If more speee is required) Bvidance of Insurance 8vidence of Inauraace c:sr.v Tacoma, �PA 98444 ACORD 25 (2010/05) rachelmercer 25263133 SHOULD ANY OF THE ABOVE DESCRIBED POLICIE8 BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILI BE DELNERED IN ACCORDANCE WITH THE POLICY PROVISION3. AUTNORIZED REPRESENTATIVE ( �f�` 4, ��++� IISA �O 7988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ,, ,, COMMERCIAL GENERAL LIABILITY CG88101009 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT NON-0WNED AIRCRAFT NONAWNED WATERCRAFT PROPERTY DAMAGE LIABILITY — ELEVATORS EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) MEDICAL PAYMENTS EXTENSION EXTENSION OF SUPPLEMENTARY PAYMENTS — COVERAGES A AND B ADDITIONAL INSUREDS — BY CONTRACT, AGREEMENT OR PERMIT PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS- EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" WHO IS AN INSURED — INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED — FELLOW EMPLOYEE EXTENSION — MANAGEMENT EMPLOYEES NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT LIBERALIZATION CLAUSE BODILY INJURY REDEFINED EXTENDED PROPERTY DAMAGE WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUlRED IN A CONTRACT OR AGREEMENT WITH YOU 02010 Liberty Mutual Insurance Company. All rights reserved. CG 881010 09 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PAGE 2 2 2 2 3 3 3 5 5 6 6 7 7 7 7 7 8 Page 1 of 7 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I— Coverage A- Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance,'whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I— Coverage A- Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY — ELEVATORS 1. Under Paragraph 2. Exclusions of Section I- Coverage A— Bodily Injury And Property Damage Liability, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV — Commercial General Liability Conditions, Conditian 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exctusions of Section I- Coverage A- Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III — Limits of Inaurance. �2010 Liberly Mutual Insurance Company. All rights reserved. CG 88 10 1 O 09 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. 2. Paragraph 6. under Section III — Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection systems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contracY'. E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I— Coverage C— Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. Under Supplementary Payments — Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suiY', including actual loss of earnings up to �500 a day because of time off from work. G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II — Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is 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: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or �2010 Liberty Mutual Insurance Company. All rights reserved. CG 88 10 10 09 Includes copyrighted material of Insurance Seroices Office, Inc., with its permission. PBge 3 of 7 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations perFormed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of the operations perFormed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suiY' by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV — Commercial General Liability Conditions. 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I- Coverage A- Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: �02010 Liberty Mutual Insurance Company. All rights reserved. CG 88 10 70 09 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement issued by us and made a part of this policy. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision appties to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision befinreen you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the additional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. ADDITIONAL INSUREDS- EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. 02010 Liberiy Mutual Insurance Company. All rights reserved. CG 88 10 10 09 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suiY' by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III — Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED- INCIDENTAL MEDICAL ERRORS / MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION- MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II - Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, chitd, parent, brother or sister of that co"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing professional health care personnel to others, or if coverage for providing professional health care services is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capaciry as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxication by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section 11- Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. 02010 Liberty Mutual Insurance Company. All rights reserved. CG 88 10 10 09 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV — Commercial General Liability Conditions, the following is added to Condition 6. Representations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV — Commercial General Liability Conditions, the following is added to Condition 2. Dutiea In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II — Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V— Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease. P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US — WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV — Commercial General Liability Conditions, the following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a 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" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agreement. �2010 Liberty Mutual Insurance Company. All rights reserved. CG 88 10 10 09 Includes copyrighted material of Insurance Services Office Inc., with its permission. Page 7 of 7 OC � Commercial General Liability Forms � 10/01/05 COMMERCIAL GENERAL LIABILITY CG 85 8310 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED CONTRACTORS - PRODUCTS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II - Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) whom you have agreed to add as an additional insured in a written contract or written agreement, but only with respect to liability for "bodily injury" or "property damage" caused by "your work" performed for that additional insured and included in the "products-completed operation hazard". B. The following additional provisions apply to the additional insured: 1. When the Named Insured is required to add an additional insured on this policy in a written contract or written agreement; the written contract or written agreement must be: a. Currently in effect or becoming effective during the term of this policy; b. Executed prior to the "bodily injury," or "property damage"; and c. Between a Named Insured and the additional insured. 2. That person or organization is an additional insured only for liability caused by your negligence specifically resulting from "your work" for the additional insured which is the subject of the written contract or written agreement. No coverage applies for any liability due to negligence attributable to any person or entity other than the Named Insured, the Named Insured's employees or subcontractors. The Limits of Insurance applicable to the additional insured are the lesser of: a. Those specified in the written contract or written agreement, or b. Those provided by this policy and defined in Section III - Limits Of lnsurance. These Limits of Insurance are inclusive of, and not in addition to, the Limits Of Insurance shown in the Declarations and defined in Section III - Limits Of Insurance. 4. The insurance provided to the additional insured does not apply to: "Bodily injury" or "property damage" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawing and specifications; and b. Supervisory, inspection, architectural or engineering activities. CG 85 8310 05 Includes Copyrighted Material of ISO Properties, Inc., with its permission. Page 1 of 2 � 5. The following replaces Exclusion I. under Paragraph 2., Exculsions of Section I— Coverage A— Bodily Injury And Property Damage Liability: Damage To Your Work This insurance does not apply to "property damage" to "your work" arising out of it or any part of it and included in the "product-completed operations hazard". 6. We have no duty to defend or indemnify an additional insured under this endorsement: a. For any liability due to negligence attributable to any person or entity other than the Named Insured, the Named Insured's employees or subcontractors. b. For any loss which occurs prior to our Named Insured commencing operations at the location of the loss. c. Until we receive written notice of a claim or "suiY' from the additional insured as required in Section IV — Conditions, Duties In The Event Of Occu�rence, Offense Claim Or Suit. C. Section IV - Conditions are amended as follows: 1. The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement must comply with all provisions of this section. 2. As respects the coverage provided under this endorsement, Paragraph 4.b., Other Insurance is deleted and replaced by the following: 4. Other Insurance b. Excess Insurance This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless the written contract or agreement described in A. above specifically requires that this insurance be provided on either a primary basis or a primary and noncontributory basis. CG 85 83 10 05 Includes Copyrighted Material of ISO Properties, Inc., with its permission. Page 2 of 2