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AG 12-138RETURN TO: CVQVA RVqV EXT: QM O I CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/Div: PUBLIC WORKS / STREETS 2. ORIGINATING STAFF PERSON: JEFF HUYNH EXT: 2721 3. DATE REQ. BY:_ 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION CONTRACT AMENDMENT (AG#): 12-138 ❑ INTERLOCAL OTHER 5. PROJECT NAME: 2013 MANUAL PAVEMENT DISTRESS RATING SURVEY 6. NAME OF CONTRACTOR: IMS INFRASTRUCTURE MANAGEMENT SERVICES, LLC ADDRESS: 1820 W. DRAKE DRIVE, STE 108, TEMPE, AZ 85283 TELEPHONE: (480) 839 -4347 E -MAIL: SSMITHAIMS- RST.COM FAX: (480) 8394348 SIGNATURE NAME: STEPHEN J. SMITH TITLE: PRESIDENT 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # BL, EXP. 12/31/2011 UBI # 602732267 , EXP. 8. TERM: COMMENCEMENT DATE: 3/1/2011 COMPLETION DATE: 12/31/2013 9. TOTAL COMPENSATION: $49,995.00 (!no slnaA Al ) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTAIN SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ ❑ PURCHASING: PLEASE CHARGE To: 102- 4400 - 517 - 595 -30 -442 10. DOCUMENT/ CONTRACT REVIEW t PROJECT MANAGER ❑ DIVISION MANAGER DEPUTY DIRECTOR ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) OW LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE :1—flllsl REVIEWED " 1 COMMITTEE APPROVAL DATE: PAID BY' ❑ CONTRACTOR ❑ CITY INITIAL / DATE APPROVED a. COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 10 DATE REC'D: O $ ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENS , E3 IBITS INITIAL / DATE SIGNED LAW DEPT —� SIGNATORY AYO 'OR DIRECTOR) WCITY CLERK ti... • , m"ASSIGNED AG # AG# SIGNED COPY RETURNED DATE SENT: 1 0 ' 1 ' VrRETURN ONE ORIGINAL COMMENTS: EXECUTE '2" ORIGINALS 11/9 CITY OF CITY HALL �.. Feder 8th Avenue South Federal Way, WA 98003 -6325 Fe d e ra I Way (253) 835 -7000 www &WffederaMw com AMENDMENT NO. 1 TO CITY OF FEDERAL WAY PROFESSIONAL SERVICES AGREEMENT FOR 2013 MANUAL PAVEMENT DISTRESS RATING SURVEY This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and IMS Infrastructure Management Services, LLC., an Arizona limited liability company ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for 2013 Manual Pavement Distress Rating Survey ( "Agreement ") dated effective the 1St day of March 2013, identified as Agreement No. 12 -138. All provisions in the Agreement remain in effect except as expressly modified by the 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 December 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] K: \STREETS\PROJECTS\PMS\2013\2013 IMS Contract \12 -138 Amendment 1 - 1 - ` CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 Federal Way (253) 835 -7000 www dtyoffederaMW com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Skip Priest, Mayor DATE: Its` 113 ATTEST: City Clerk, Carol McNeil y, CMCJ APPROVED AS TO FORM: City Attorney, Patricia A Richardson IMS INFRASTRUCTURE MANAGEMENT SERVICES, LLC By: StephA J. Smi , P. E. President 1820 W Drake Drive, Suite 108 Tempe, AZ 85283 (408) 839 -4347 DATE: 110 12-1 Z o 13 STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On this day personally appeared before me Stephen J. Smith, to me known to be the President of IMS Infrastructure Management Services, LLC 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. GIVEN my hand and official seal this sr day of d cJ —o6ec' , 2013 Notary's signature Notary's printed name Lon �e.� t�l • W 1A1 Notary Public in and for the Stat of Arizona. — - — — — My commission expires 10314 Apt %a UFAWL M "M It #100" Pk*k o Pilaw • ill COW Oat 4.2016 K: \STREETS\PROJECTS\PMS\2013\2013 IMS Contract \12 -138 Amendment 1 - 2 - RETURN TO: S CITY OF FEDERAL` EXT: 2703 'AY LAW DEPARTMENT ROUTING FORM 1. ORICINATING DEPT/DIV: PUBL[C WORKS / STREETS 2. ORIGINATING STAFF PERSON: JEFF HUYNH EXT: 2721 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ� ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT �Q PROFESS[ONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG � REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS� ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACTAMENDMENT(AG#): � INTERLOCAL ❑ OTHER 5. P1toaEC'r N�E: 2013 MANUAL PAVEMENT DISTRESS RATING SURVEY 6. NaME OF CoNT�CTOR: IMS INFRASTRUCTURE MANAGEMENT SERVICES. LLC AnDxESS: 1820 W. DRAKE DRIVE STE 108 TEMPE. AZ 85283 TELEPHONE: (48O) H39-4347 E-MAIL: SSMITH(QiIMS-RST.COM FAx: (480) 839-4348 SIGNATURE NAME: STEPHEN J. SMITH T[T[.E: PRESIDENT 7. EXHIBITS AND ATTACHMENTS: �, SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO S[GN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # I) It71 S 11 U�V L'=� BL, EXP. 12/31/201X %� UBI # 602732267 , E�. b i 3oi r 3 H. TERM: COMMENCEMENTDATE: 3/1/2Olx'3 COMPLETIONDATE: 08/31/2013 9. TOTAL COMPENSATION: $49.995.00 (INCLUDE EXPENSES AND SALES TAX, �' ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, �4 PURCHAStrtG: PLEASE CHARGE TO: 102-4400-517-595-30-442 lO. DOCUMENT / CONTRACT REVIEW '�J PROJECT MANAGER �❑ D IS[ON MANAGER UTY DIRECTOR '�DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) � LAw DEpr 11. COUNCIL APPROVAL �IF APPLICABLE� � ��� ' •r 1 � .tili�/� _.�_ =,�,`:\� ' ���1� �� COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING / ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: � 0! �, �� Z ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS '�l LAW DEPT � S[GNATORY (MAYOR OR DIRECTOR� �CITY CLERK ` ASSIGNED AG ## � SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS:� EXECUTE ° �" ORIGINALS INITIAL / DATE SIGNED � Z 2 �3 � AG# DATE SENT: '?J' ' PAID BY: ❑ CONTRACTOR ❑ CITY INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE REC'D: 11/9 � CITY +DF CITY HALL �.- Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 980Q3-6325 �...r/ (253) 835-7000 �wvw crtyofiederalway com PROFESSIONAL SERVICES AGREEMENT FOR 2013 MANUAL PAVEMENT DISTRESS RATING SURVEY This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a W gton municipal corporation ("City"), and IMS Infrastructure Management Services, LLC, an z n �o t cQ�"). The City and Contractor (together "Parties") are located and do business at the below�a esses w�uch a rbe�i� for any notice required under this Agreement: IMS INFRASTRUCTURE MANAGEMENT SERVICES, LLC: Stephen J. Smith, P.E., President 1820 W. Drake Drive, Suite 108 Tempe, AZ 85283 (480) 839-4347 (telephone) (480) 839-4348 (facsimile) ssmith(u�ims-rst.com The Parties agree as follows: CITY OF FEDERAL WAY: Jeff Huynh, Street Systems Engineer 33325 8�' Ave. S. Federal Way, WA 98003 (253) 835-2721 (telephone) (253) 835-2709 (facsimile) j eff.huynh@cityoffederalway.com 1. TERM. The term of this Agreement shall comxnence 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 August 31, 2013 ("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�chibit "B", the Contractor shall be solely responsible for the payxnent of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1- 9/24/12 �ITY OF ,�'�. Federal CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253} 835-7000 www crtyoffederalway 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 payment for such work until the work meets the requirements of the Agreement. 43 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current iiscal 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 Indemniiication. 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, judgxnents, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability 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 indemniiication. 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, enors, 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- 9/24/12 � CITY OF ,�'�..� Federal CITY HALL ��� 33325 8th Avenue South Federai Way, WA 98003-6325 (253) 835-7000 www ciryoffeder�ltv�y 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 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 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. S. 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 modifed by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and iiles 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 suff'iciently 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 PROFESSIONAL SERVICES AGREEMENT - 3- 9/24/12 CITY OF ,�"�.. Federal CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. crryoffederalway cnm to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax 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 employxnent 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 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 employxnent. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR 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 full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or PROFESSIONAL SERVICES AGREEMENT - 4- 9/24/12 � CITY OF '�.... Federal CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 �wvw crtyoffederahuay com assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit 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- 9/24/12 CITY OF '�...... Fed�ral Way CITY HALL 33325 8th Avenue South Federaf Way, WA 98003-6325 (253) 835-7000 �vww cfryatieder�Iwaay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Skip Priest, M or DATE: ��� ��� �� ATTEST: City Clerk, Carol Mc eilly, APPROVED AS TO FORM: �a�-�' City Attorney, Patricia A Richardson IMS INFRASTRUCTURE MANAGEMENT SERVICES, LLC By: _"'' S EPHEN J. S H, P.E., President 1820 W. Drake Drive, Suite 108 Tempe, AZ 85283 (480) 839-4347 DATE: lt,�2 Z�j Z. STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On this day personally appeared before me Stephen J. Smith, to me known to be the President of IMS Infrastructure Management Services, LLC 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 my hand and official seal this ZZ. day of O c_�-obet' , 20 l L Notary's signature �.....�i N� 1/�� Notary's printed name �a�;�l M � h i{ P Notary Public in and for the State of W�sh�� �' Zona� �� My commission expires_ tp �oy zo,� 1(� _ O� M �IMTE . ' ,. ' MMMM� CwAa ' Nr CMMII. E�i1M OCt 4, 2016 PROFESSIONAL SERVICES AGREEMENT - 6- 9/24/12 CITY OF ,�'�. Federal CITY HALL ��� 33325 8th Avenue South • PO Box 9718 Federaf Way, WA 98063-9718 (253) 835-7000 avww cityoffederahvay eom EXHIBIT ��B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Forty-Nine Thousand Nine Hundred Ninety-Five and 00/100 Dollars ($49,995.00). PROFESSIONAL SERVICES AGREEMENT - 8- 9/24/12 EXHiBIT "A" SERVICES Quotation for IMS Infrastructure Management Services P rof e s s i o n a I S e rv i c e s 1820 W Drake Dr Suite 108 Tempe, AZ 85283 Phone:(480)839-4347 Fax:(480)839-4348 www. i ms-rst. co m To: Jeff Huynh, Street Systems Engineer Date: September 5, 2012 From: Stephen J. Smith, P.E., President Project: City of Federal Way Subject: 2012-13 Pavement Management Systems Ratings Project No: Thank you for requesting a quotation for pavement data collection services from IMS Infrastructure Management Services. IMS excels in pavement and asset management solutions and can provide a full suite of data collection services. IMS recently completed a pavement condition assessment and analysis for ,� e e e � the City of Federal Way in late 2011 ��� a � � � � � The City currently collects condition �:* �� �*;. _�`� � � data annually for the entire roadway "��" -: �� z��w��, network. We have created an g��' '''�` ���§{�: "` ,� estimated number of test miles, as we ��``x, A , ,.� � � : �.. -°,.�..__�-„�. two pass test the entire Arterial network, and single pass test the ��� �„�-� Resident Collector and Resident ��� � ��+�►����_� ;,: � i ; _ < network for approximately 280 test �`� �._ , miles. This test mileage also includes � � __ ___ ,�„�� ... .. � _ q 4w.��i the roads that will be overlayed in �-'""'"""�"�� �� a >;� � 2012 & 2013. By rating the entire ��' network, the continuity of the data will �# be upheld. IMS collects all data in accordance with the protocols defined by the Northwest Pavement Management Association. pavement analysis will be completed in the Lucity pavement management software. The Deflection testing remains an optiona[ activity to be completed at the reyuest of City staff. Performing a sub grade strength analysis will allow the City to assess the structural integrity of each roadway. Our approach, and key service differentiator, is based on three time proven fundamentals: Answer the questions that are being asked — don't over-engineer the system or make it needlessly complicated. Databases and the application of technology are meant to simplify asset management. Service and quality �re paramount to success — the right blend of technically correct data, condition rating, and reporting will provide the agency with a long-term, stable solution. Local control and communications are key — it is important that all stakeholders understand the impacts of their decisions and have the system outputs react accordingly. lMS lnfraslructure Management Services [�'ederal Way Quote 2012-13revl.doce page ! CITY OF FEDERAL WAY 2012•13 Pavement Management Systems Ratings Data Collection - IMS is unique to �, k �. , .• the industry, as an objective and °�'��� � � •:,� , _ � • �' � _ � ���x� = repeatable data collection effort will � ° ; � � ^� �'� � � _. � be completed. The Laser RST will �'�`; '�'�r �`�.} ,�,�: be used to perform a surface =���r'�: ` <� �� %:` � �. condition assessment of all City ; . streets. Instead of using the ,�;� �.�` � .� �_ ' subjective feet on ground or � -, �'�� �M � �) windshield sampling method, all '� %I data will be collected continuously �w ` ' ' .. , . and recorded in 100-foot intervals in a � T ; <. :. the form of a detailed database � complete with GPS coordinates. The data will also be aggregated to the section level, following the sectioning and referencing methodology determined after IMS and City review. GIS and Pavement Management Linkage - The role of GIS in pavement management cannot be understated. It is a powerful tool that provides the ability to handle and present vast amounts of data in an efficient manner. IMS can provide a link between the City's GIS program and the pavement management data to enable the City to display and generate color-coded maps based upon existing pavement conditions, street rehabilitation plans or most of the data in the pavement management program. An output of such a plot is illustrated in the adjacent image. Digital Images - In conjunction with the surface condition survey, each test section is recorded on digital video with a forward-facing digital camera and used as part of IMS' Quality Control and Quality Assurance procedures. Additional cameras can be mounted to expand the viewing area or to include right of way asset features of special interest to the City. IMS can provide digital images at specified intervals (e.g. 10', 25' or 50') for viewing in selected third party software, and/or through the City's GIS. �wi`�r-*�: � �`�' ,�,,,.. ,.- � � �;~ . t ,.� � �.a�� � � `�-° . �x., '�c ' � �,,, *. ___ � � � �i !MS Lnfrastructure �Nariagement Services Federa! W'ap Quote 2012-13revl.docc pa�c ? CITY OF FEDERAL WAY 2012-13 Pavement Management Systems Ratings Project Budget The project will be completed using a combination of unit rate and lump sum based activities. The spreadsheet presented below is based on the IMS work plan and deliverables. It represents a realistic budget to complete the work, and we are confident we can maintain an on-time, on-budget approach to the assignment. City of Federal Way 2012-13 Pa�,ement Management Systems Ratings Task Activity Quant Units Unit Rate Total Project Initiation 1 Project Initiation 1 LS $3,000.00 $3,000.00 2 Network Referencing & GIS Linkage 280 MI $10.00 $2,800.00 Field Surveys 3 Mobilization/Calibration 4 RST Field Data Collection Data Management 5 Data QA/QC, Processing, Format 6 Pa�2ment Analysis, Budget De�2lopment, & Report 7 Project Management 8 Retum Client Credit Optional Activities 1 LS 280 MI 280 MI 1 LS 1 LS 1 LS $3, 500.00 $108.00 $20.00 $8,000.00 $2, 657.00 ($5,802 00) $3, 500.00 $30, 240. 00 $5,600.00 $8, 000.00 $2,657.00 ($5,80200) Project Total: $49,995.00 9 Dynaflect Mobilization 10 Deflection Testing (2-pass Test Arterials) 11 City Council Presentation 12 Collection of Digital Images @ 25-foot Intervals 13 Collection of GPS, Crossfall, Radius of Curvature, & Grade 14 Right of Way Asset Data Collection (GPS & Images) 15 Sidewalk Database De�,elopment 16 Curb & Gutter Database De�elopment 17 Sign Database De�,elopment 18 ADA Ramp & Compliance Sun,ey 1 94 1 280 280 280 280 280 280 280 LS MI LS MI MI MI MI MI MI MI $2, 500.00 $120.00 $3, 000.00 $12.00 $15.00 $20.00 $50.00 $50.00 $90.00 $60.00 $2, 500.00 $11,280.00 $3, 000.00 $3, 360.00 $4, 200.00 $5,600.00 $14, 000.00 $14, 000.00 $25.200.00 $16, 800.00 Thank you for considering IMS as a viable solution to your pavement management needs as we will strive to continue to be an asset and extension of khe City of Federal Way staff and team. If any questions arise please do not hesitate to contact me at (480) 839-4347 or ssmith(c�ims-rst.com. I:NS bifrastructure :Llanagenrent Services Federal W"ap �uo[e 2012-13revLdocr page 3 + �-/'�� �/ ` V 'M5-001 UP ID: JA '��.�..°RO� CERTIFICATE OF LIABILITY INSURANCE DATE�MM/DD/YYYY) 10/23/12 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 does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER American Ins. & Inv. of Nevada 6765 West Russell Road #150 Las Vegas, NV 88118 INSURED IMS Infrastructure Management Services, LLC 1820 W Drake Dr Ste 108 Tempe, AZ 85283 Phone: 702-877-1 Fax: 702-877-0 �NSUReRn:Travelers Indemnity Co �NSUReR e: Charter Oak Fire Ins Co �NSUReR c: Beazlev Ins Co Inc NAIC / COVERAGES CERTIFICATENUMBER: RE SION NUMB R: 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 pO�ICY EFF POIICY EXP �IMIT8 POLICY NUMBER MMIDD/YYYY M DD GENERAL LIABILITY EACH OCCURRENCE $ i�OOO�OO l4 i� COMMERCIAL GENERAL LIABILITY X 680-8926L164-IND-12 03/26/12 03/26/13 pREMISES Ea occurrence S � r����� CLAIMS-MADE a OCCUR MED EXP (Any one persai) $ i O�� PERSONAL 8 ADV INJURY $ �,OOO� GENERAIAGGREGATE $ Z�OOO�OO GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG S Z�OOO�OO POLICY X PR� LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 'I �OOO�OO Ea accident B X ANY AUTO X BA-8923L36A-12-GRP 03/26H 2 03/26/13 BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accidenl) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCE8S LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ WOR;!ERS C�?MPEN$ATION WC STATU- OTH- pNp .Mal.QY �R8' LIABILITY Y / N A!` PRGr"tIETOR/PARTNER/EXECUTIVE E.L.EACHACCIDENT $ OrFICER/MEMBER EXCLUDED? � N � A (MandMOry in NH) E.L. JISEASE - EA EMPLOYEE $ Ifyes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ C Professlonal Liab. V15S1C720601 03/25/12 03/25/73 Per Claim 2,000,0 Claims-Made/RpYd RETRO DATE: FULL Aggregate 2,000,0 DESCRIPTION OF OPERATION8 / IOCATION8 / VEHICLES (Altach ACORD 701, Additlonal Remarks Schedule, H moro space is roqulrod) RE: 2013 Manusl Pavement Distress Rating 3urvey The City of Federal Way is additional insured on General Liability, and utomobile Liability per attached endorsements. General Liability coverage is primary insurance as respect to the City of Federal Way. Any insurance, self-insurance, or insu=ance pool coveraqe *CONTINUED ON ATTACHED PA6E* City of Federal Way 33325 8th Avenue South Federal Way, WA 98003 ACORD 25 (2010I05) CITYFED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTMORIZED REPRESENTATNE � �_ 81988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 680-8926L164-IND-12 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIDNAL 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 insurarrce" to in- clude as an additional insured on this Coverage Part, but oniy 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. 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 foliowing is added to Paragraph a, of 4. Other Insurance in COMMERCIAL GENERAL UABILITY CONDITIONS (Section I�: However, if you speci�cally 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 addltional 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 I�: 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 Companles, Inc. Peg6 1 Of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permfssion POLICY NUMBER: 680-8926L164-IND-12 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS - This endorsement modifies insurance,provided under the following: - COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4. (Other Insurance), is amended as follows: 1. The following is added to Paragraph a. Primary Insurance: However, if you spec�cally agree in a written con- tract or written agreement that the insurance pro- vided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insur- ance is primary to other insurance that is avail- able to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and 2. 3. b. The "personai injury" or "advertising injury" for - which coverage is sought arises out of an of- fense committed subsequent to the signing and execution of that contract or agreement by you. The first Subparagraph (2) of Paragraph b. Ex- cess Insurance regarding any other primary in- surance available to you is deleted. The following is added to Paragraph b. Excess Insurance, as an additional subparagraph under Subparagraph (1): That is available to the insured when the insured is added as an additional insured under any other policy, including any urnbrella or excess policy. CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Ina All rights reserved. Page 1 of 1 POLICY NUMBER: BA-8923L36A-12-GRP COMMERCIAL AUTO THIS E�NDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTQ GOVERAGE PLUS ENDORSEMENT This endorsement mvdifies insurance provided under the following: BUSiNESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coveraga for any injury; damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to xhe Coverage Part, and these coverage broadening provisions do not appiy to the extent that coverage is excluded or limited by such an endorsement. The followinc� listing is a general cover- age description only. Limitations and exclusions may apply tothese-coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED 8. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS E. TRAILERS — INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION 11 — LIABILITY COV- ERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" . or "property dama.ge" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liabilify Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section IL B. fMPLOYEE HIRED AUTO 1. The fallowing is added to Paragraph A.1., Who is An Insured, of SECTION II — LI- ABILITY COVERAGE: . H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT I. WAIVER OF DEDUCTIBLE — GLASS J. PERSONAL EFFECTS K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION perForming duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any caverad "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired ar rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform- ing duties related to the concfuct of your business. However, any °auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED An "employee" of yours is an "insured" while The following is added to Paragraph A.1., Who Is operating a covered "auto" hired or rented An Insured, of SECTION II — LIABILITY COV- under a contract or agreement in that "em- ERAGE: ployee's" name, with your permission, while CA T4 20 07 10 � 2010 The Travelers indemnity Company. All rights reserved. P898 1 Of 3 Includes copyrighted materfal of Insurance Services Office, Inc. with its permission. a � < < � L. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVER/#GE: Exclusion 3.a. does not'apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Cornpre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c, u. .�'he airbags� were .n oi. intentisaa�all y.; nflated. We will pay up to a maximum of $1,000 for any one "loss". AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III - PHYSICAL DAMAGE COVERAGE: Auto Loan Lease .Gap Coverage for Private Passenger Type,Vehicles . In the event of a total "loss" to a covered "auto" of, the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such eovered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto' ; and COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the � time of the "loss' ; (b) Financial penalties imposed under,' a lease for excessive use, abnormal wear and tear or high mileage; - (c) Security deposits not retumed bq the les- sor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION 1V — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we ma� have against any person or organization to the ex- tent required of you by a written contra'ct exe- cuted prior to any "accident" or "loss", pro- vided that the "accidenY' or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. , '� ,. CA T4 20 07 10 � 2010 The Travelers Indemnity Company. All rights reserved. P89@ 3 Of 3 Includes copyrighted material of Insurance Servlces Office, inc, with its permission. ACORO� DDF � CERTIFICATE OF LIABILITY INSURANCE R°22 lOTE23/DZO1.'2 THIS CERTIFICATEIS 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(S1, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONALINSURED, the policy(ies) must be endorsed. If SUBROGATIONIS 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 endorsementlsL __ PRODUCER PAYROLL ASSOCIATES LLC 210731 P:O- F:O- PO BOX 33015 SAN ANTONIO TX 78265 1NSUREO IMS INFRASTRUCTURE MANAGEMENT SERVICES LLC 1820 W DRAKE DR STE 108 TEMPE AZ 85283 INSURERISI AFFORDING COVERAGE INSURER A: TWIN CITY FIRE INSURANCE CO INSURER B : INSURER C : tNSURER D : INSURER E : INSURER F : NAIC N 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. LTR TVPE Of /NSURANCE /NSR WVD PoL/CY NUMBER � (MM/DD/YYYYJ lMM/DD/YYYY/ LlM/TS f3ENERAL L/AB/LITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ CIAIMS-MADE � OCCUR MED EXP (Any one person) S � � PERSONAL & ADV INJURY S GENERAL AGGREGATE 8 EN'L AGGR�E LIMIT PPLI S PER: PRODUCTS - COMP/OP AGG S POUCY PR� LOC 6 AUTOMOB/LE L/ABKITY COMBINED SINGLE IIMIT $ �Ea accident) BODILY INJURY (Per person) S ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per accident) 8 AUTOS AUTOS PROPERTY DAMAGE HIRED AUTOS NON-OWNED (Per accident) $ AUTOS 8 UMBRELLA UAB OCCUR EACH OCCURRENCE 8 EXCESS LIAB CLAIMS-MADE �� AGGREGATE S DE RETENTION S $ WORKERS COMPENSAT/ON . WC STATU- OTH- AND EMPLOVERS' L/AB/L/TY X TORY LIMIT ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N E.L. EACH ACCIDENT S j, O O O O O O pi OFFICER/MEMBEREXCLUDED7 � N�A � 76 WEG LU6745 04�19/2012 04/19/2013 lMandatory 6f NH/ E.L. DISEASE • EA EMPLOVE 8 1 O O O O O O If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 8], � O O O� O O O � � DESCR/PT/ON Of OPfRAT10NS / LOCAT/ONS / VEH/CLES /Attech ACORD 107, Addkbnal Remarks Schedu/e, K more space k repuYeal! Those usual to the Insured�s Operations. 2013 Manual Pavement Distress Rating Survey CERTIFICATE HOLDER CITY OF FEDERAL WAY 33325 8TH AVE S FEDERAL WAY, WA 98003 ACORD 25 (2010/05) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHOR/ZED REPRESENTAT/VE '��- .��� � 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Corporations: Registration Detail Contacl Us � ConnecC � ��� � Corporations and Charities Division Corporations Home I Nonprofit Home I Charities Home i Awards I Public Notices I Contact Info Page 1 of 2 SEARCH Corporation Detail Neither the State of Washington nor any agency, officer, or employee of the State of Washington warrants the accuracy, reliability, or timeliness of any information in the Public Access System and shall not be liable for any losses caused by such reliance on the accuracy, reliability, or timeliness of such information. While every effort is made to ensure the accuracy of this information, portions may be incorrect or not current. Any person or entity who relies on information obtained from the System does so at his or her own risk. All documents filed with the Corporations Division are considered public record. IMS INFRASTRUCTURE MANAGEMENT SERVICES, L.L.C. UBI Number 60273226� Category LLC Active/Inactive Active State Of Incorporation AZ WA Filing Date o6/05/200� Expiration Date o6/3o/2oi3 Inactive Date Duration Perpetual Registered Agent Information Agent Name CORPORATION SERVICE COMPANY 30o DESCHUTES WAY SW Address STE 304 City TUMWATER State WA ZIP 985oi Special Address Information Address City State Zip Governing Persons Title Name Member SADOWSKY , ALAN Member SMITH , STEPHEN Purchase Documents for this Corooration � « Return to Search List Address i82o W DRAKE DRIVE SUITE io8 TEMPE,AZ i82o W DRAKE DRIVE SUTTE io8 TEMPE,AZ http://www. sos.wa.gov/corps/search_detail.aspx?ubi=602732267 9/25/2012 Business Licensing Service:License Query Search • Contact us • Forms • About us • Home • Start vour business . chanae or uodate vour business information • How to renew vour license S�arch Business Licenses License Information: Entity Name: IMS INFRASTRUCTURE MANAGEMENT SERVICES, L.L.C. Busine55 Name: IMS INFRASTRUCTURE MANAGEMENT SERVICES License Type: Washington State Business Entiri Tvoe: Limited Liability Company UBI: 602732267 Busines5ID:001 Location ID:0002 Status: To check the status of this company, go to Secretarv of State and De�artment of Revenue. Location Address: 1820 W DRAKE DR STE 108 TEMPE, AZ, 85283-4312 View Additional Locations Licensee Held at this location Bellinaham Generel Business Registered Trade Names: IMSINFRASTRUCTURE MANAGEMENT SERVICES, LLC Governino People: ALAN SADOWSKY STEPHEN SMITH Mailing Address: ATTN: TAX DEPT 1820 W DRAKE DR STE 108 TEMPE, AZ, 85283-4312 Status Active Active Expires N/A Information Current as of 09/25/2012 5:43AM Pacific Time j New Search � This site is limited to searching for business licenses issued through the Washington State Business Licensing Service. • Contact us • Fortns • About us • Priv �OZO11 Washin ton State Department of Revenue and its licensors. All rights reserved. http://bls.dor.wa.gov/LicenseSearch/IqsLicenseDetail.aspx?Re�ID=1854111 First Issued 07/16/2012 09/23/2011 Page 1 of 1 9/25/2012