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AG 14-069RETURN TO: - - -- EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: �(��Ci�L� % EXT: -Z,6�IZ,- 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 'q CONTRACT AMENDMENT (AG #):� El INTERLOCAL ❑ OTHER �% 5. PROJECT NAME: / �'�// i-61vt l 'C ` _ C'�L � &V � -__t 6. 7. 8. 9. NAME OF CONTRA TO] ADDRESS E -MAIL: Pp SIGNATURE NAME: S L G5 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 / ��� � TERM: COMMENCEMENT DATE: � p � COMPLETION-DATE: DATE: TOTAL COMPENSATION $ /-1-7 Z- �� (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LAB GE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: IF YES, MAXIMUM DOLLAR AMOUNT: $ 2-00 IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. ����T REVIEW INITIAL/ DATE REVIEWED / ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW ► J I I. COUNCIL APPROVAL (IF APPLICABLE) N�` C OMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ;R::SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: '�5 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT ❑ CHIEF OF STAFF GNATORY (MAYOR OR DIRECTOR) V CITY CLERK ly ASSIGNED AG# IDt SIGNED COPY RETURNED COMMENTS: (/ 11/9 DATE SENT: 10 • I cziAC CITY OF CITY HALL ` 33325 8th Avenue South Federal Way, WA 98003 -6325 Federal Way (253) 835 -7000 www cityoffederatway com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR INTERIM PARK DESIGN SERVICES This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City"), and Nakano Associates, a Washington corporation ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for Interim Park Design Services ( "Agreement ") dated effective April 21, 2014 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 July 31, 2014 ( "Amended Term "). 2. AMENDED SERVICES. The Services or Work, as described in Exhibit "A" and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to work and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit "A -1" attached hereto and incorporated by this reference ( "Additional Services "). 3. AMENDED COMPENSATION. In return for the Additional Services detailed in Exhibit A -1, the City shall pay the Contractor an additional amount not to exceed Four Thousand Four Hundred Eighty and 00/100 Dollars ($4,480.00), as detailed in Exhibit "B -1" attached hereto and incorporated by this reference ("Additional Compensation "). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Twenty-Four Thousand Two Hundred Thirty and 00 /100 Dollars ($24,230.00). 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as ' having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 1/2010 CITY OF CITY HALL i e e ra a 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 mm cityoffederalway com IN. WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY DATE: J? NAKANO ASSOCIATES Printed Name: Ida Ottesen Title: Principal DATE: April, 21, 2014 STATE OF WASHINGTON ) ss. COUNTY OF tj ATTEST: rn Ad 0 " City Clerk, Carol McNeil y, CMC APPROVED AS TO FORM: v Interim City Attorney, Amy 7o Pearsall On this day personally appeared before me al0. D jf2S�,h , to me known to be the ins��t of bjakaAkO tSS_ C ► AiS that executed the foregoing h�unient, an acknowledged the said instrument to be the free ann1she tary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that h as 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 ,), day of 20 L Notary Pabiic Notary's signature te of wasbington Notary's printed name 1GH1EP (�i TU Not Public in and for the St to of Washin on. OMMISSION EXPI�tE3 eptember 08, 2017 My commission expires ZU AMENDMENT - 2 - 1/2010 CITY OF CITY HALL 33325 8th Avenue South Fe a r^L�l � l Way Federal Way, WA 98003 -6325 (253) 835 -7000 www a"ffedera/way. com EXHIBIT A -1 ADDITIONAL SERVICES The Contractor shall do or provide the following in addition to services in previous Exhibits: • (1) City Council retreat meeting attendance -2 hours Principal (completed) • (1) City Council Presentation -2 hours Principal (completed) • (2) site meetings with Parks Department -6 hrs Associate, 6 hour Principal (1 meeting held) • Preparation of Existing Conditions plans- 8 hrs Associate, 1 hour Principal • Preparation of Cover and Detail Sheets- 14 hrs Associate, 4 hrs Principal AMENDMENT - 3 - 1/2010 CITY of CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253} 835-7000 dvww uryoffedera/way com EXHIBIT B -1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Additional Services detailed in Exhibit A -1, the City shall pay the Contractor an additional amount not to exceed Four Thousand Four Hundred Eighty and 00 /100 Dollars ($4,480.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Twenty -Four Thousand Two Hundred Thirty and 00 /100 Dollars ($24,230.00). 2. Method of Compensation: Principal Time: 15 hrs @ $135 Associate Time: 28 hrs @ $ 85 $4,405 75.00 Reimbursable Expenses $4,480 Total AMENDMENT - 4 - 1/2010 RETURN TO:r CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: I ��C^` 5 -.3.. 2 2. ORIGINATING STAFF PERSON: EXT: 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 #): ❑ INTERLOCAL ❑ OTHER hw;,6p �efViucia ' Pi?(1TFfTRTAAdF• / UI Y ��1/ �IM Rl/L'vIC�. 7. EXHIBITS AND ATTACHMENTSACOPE, WORK OR SERVICES- k<OMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES El PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: f I10-f II COMPLETION DATE: Ll / % 3 b q 9. TOTAL COMPENSATION $ 3-3-0-190 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR "GE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ S ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ O o IS SALES TAX OWED YES Cl NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 3 o 3_ ?l o O ` t 3( S 4 7`" (p S 0 10. DOCUMENT /CONTRACT REVIEW PROJECT MANAGER DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR INITIAL / DATE REVIEW D COMMITTEE APPROVAL DATE: DATE SENT: INITIAL/ DATE APPROVED COUNCIL APPROVAL DATE: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS LAW DEPARTMENT 0,CHIEF OF STAFF le SIGNATORY (MAYOR OR DIRECTOR) • CITY CLERK I I t4-7-1 • ASSIGNED AG# AG# I L4- ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: 11/9 r ` CITY OF CITY HALL ,,.� Federa 11111ay 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffedera/way com PROFESSIONAL SERVICES AGREEMENT FOR INTERIM PARK DESIGN SERVICES This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Nakano Associates, a Washington corporation ( "Contractor "). The City and Contractor (together "Parties ") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: NAKANO ASSOCIATES: Ida Ottesen 853 Hiawatha Place S. Seattle, WA 98144 (206) 292 9392 ext. 204 (telephone) The Parties agree as follows: CITY OF FEDERAL WAY: Patrick Doherty 33325 8t` Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2612 (telephone) (253) 835 -2609 (facsimile) .com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than April 30, 2014 ( "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 Exhibit "B ", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form PROFESSIONAL SERVICES AGREEMENT - 1 - 9/2012 ` CITY OF CITY HALL 33325 ,,.�•.... Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cltyoffederalway com 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. 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. PROFESSIONAL SERVICES AGREEMENT - 2 - 9/2012 ` CITY OF CITY HALL ..�.,- 33325 8th Avenue South Fe d e ra I Way Federal Way, WA 98003 -6325 (253) 835 -7000 www ci"ffederalway 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 $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. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by 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. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its PROFESSIONAL SERVICES AGREEMENT - 3 - 9/2012 ` CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www ciryoffedera/way com authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of 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 employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the 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 assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other PROFESSIONAL SERVICES AGREEMENT - 4 - 9/2012 44 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 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 - 9/2012 CITY OF CITY HALL 33325 8th Avenue South Fe d e ra 1 Way Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Of lot Pa ' k Doherty, Director, Community Economic Development DATE: ' NAKANO ASSOCIATES Printed Name: Ida Ottesen Title: Principal DATE: -� /,;-o r I ;-a14 STATE OF WASHINGTON ) ss. COUNTY OF ,111)G( ) ATTEST: n. � a mcf�, �i o o-"-1 city Clerk, Carol McNekuy, CM APPROVED AS TO FORM: On this day personally appeared before me -TJ& ftf f��t1 , to me known to be the er n CANpQ L of t&k4n.y ,LESS o&iA f? S that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he he as authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporates. GIVEN my hand and official seal this 2j day of M.s -e, /I , 201f Notary Public State of W"hington NGHIEP G TU MY COMMISSION EXPIRES September 08, 2017 Notary's signature Notary's printed name ", Notary Public in and for the State of Washington. My commission expires PROFESSIONAL SERVICES AGREEMENT - 6 - 9/2012 CITY OF CITY HALL �.& Federal Way 33325 8th Avenue South • Box 9718 Federal Way, WA 98063 -9718 18 (253) 835 -7000 www citWffederalway com EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: Downtown Federal Way `Interim Park and Plaza' General This project includes design for an interim park and plaza in downtown Federal Way. Site planning services will include layout of hardscape, planting and site furnishings. Possible site improvements include: Scraping up to half the site of its pavement and laying of sod or hydroseeding to create a combo "lawn" and/or wildflower area Painting/staining or otherwise "decorating" a certain amount of the existing paved area as a "pop -up" plaza that could contain: • Moveable chairs and tables, • Potted plants • Portable and/or decorative lighting (lighting might require the involvement of an electrical engineer, see note below). Scope of Services Task 1: Schematic Design ■ Research and preparation for Design Charette. ■ Design Charette to develop design ideas and activity suggestions. ■ Develop 3 conceptual alternatives for the Interim Park and Plaza. ■ Present concepts to the City. At or shortly following the presentation the city will select one concept or provide direction on a combined concept. ■ Finalize Schematic Design. Deliverables: ✓ 3 concepts at 1 " =30' scale with associated imagery. ✓ Final schematic concept. Task 2: Final Design The design team will develop the approved Schematic Design into a Construction Document Bid Set, including plans and a cost estimate. Task includes: ■ Creating Illustrative graphic showing final design concept to be used by the City for outreach. ■ Develop Demolition plans ■ Develop Landscape plan including layout of pavement, plantings and site fiunishings. ■ Verify that the design in compliance with all applicable laws, regulations, City Standards, and other applicable requirements. ■ Recommend any other items of work necessary to provide good value to the City to complete the project. PROFESSIONAL SERVICES AGREEMENT - 7 - 9/2012 ` CITY OF CITY HALL �... Federal Way 33325 8th Avenue South • Box 9718 Federal Way, WA 98063 -9718 18 (253) 835 -7000 www atyoffederalway com Deliverables: ✓ Illustrative graphic Bid Set including: ✓ Demolition plans ✓ Landscape plans ✓ Construction Cost Estimate Tentative Schedule March 13, 2014 - Kick —Off and Design Charrette March 20, 2014- Present 3 concepts to the City of Federal Way. April 8, 2014- Final Design presented to City April 22, 2014- Bid Set Ready NOTE Scope of Additional Services not included in this Fee proposal: Task: Bid Phase and Construction Administration: ■ Respond to Request for Information (RFIs). ■ Review and respond to submittals ■ Attend pre- construction meeting, and one periodic construction meeting and one field review ■ Participate in the final inspection and develop one punch lists. Task: Electrical design services ■ Determination of power source to feed Interim Park & Plaza lighting. ■ Criteria directing contractor in the design and installation of circuiting from the designated power source to the Interim Park & Plaza lighting. PROFESSIONAL SERVICES AGREEMENT - 8 - 9/2012 CITY OF CITY HALL �. 33325 8th Avenue South • Box 9718 Federal Way Federal Way, WA 98063 -9718 18 ^.� (253) 835 -7000 vvww cityo(tederalway com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Nineteen Thousand Seven - Hundred Fifty and No /100 Dollars ($19,750.00) 2. Method of Compensation: Unit price plus sales tax In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount, calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below, and Washington State sales tax equal to 19,450 and No /100 Dollars ($19,450.00) Reimbursable Expenses. The actual customary and incidental expenses incurred by Contractor in performing the Services including printing, materials and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Three Hundred and No /100 Dollars ($300.00). PROFESSIONAL SERVICES AGREEMENT - 9 - 9/2012 n N NAKAN ®ASSOCIATES November 30, 2012 Office of Minority & Women's Business Enterprises Re: Legacy2012 LLC dba Nakano Associates DBE Certification To whom it may concern, This letter is an effort to explain the rather unique situation under which our company, Legacy2012 LLC. dba Nakano Associates, was formed. For more than 20 years Nakano Associates has been a well respected and well known landscape architecture firm in Seattle. The company was started in 1989 by Kenichi Nakano. Over the years the firm has taken on many large projects such as Sound Transit Light Rail and several HUD funded housing redevelopments for agencies such as Seattle Housing Authority and King County Housing Authority. Kenichi Nakano was the sole owner until this year when he suddenly and very sadly passed away on August 8 after battling a rare form of cancer. Prior to his passing one of Kenichi's last wishes was that we, his senior staff continue the legacy he had left in the firm and he willed the assets of the firm including current project contracts to the three of us: Masatoshi Yamaguchi who has over 25 years of design experience and served as Principal with Nakano Associates. Audrey West who has over 10 years of design experience and over 7 years of experience with Nakano Associates in addition to 9 years of previous business management experience Ida Ottesen who has over 10 years of design experience, the past 9 years with Nakano Associates t In order to avoid having the business trapped in a probate period that will take many months the three of us started a new company to which the assets could be transferred, Legacy2012 LLC dba Nakano Associates. Nakano Associates LLC is being dissolved by Kenichi Nakano's Estate. The new owners are licensed Landscape Architects in the State of Washington, one is licensed in the State of Oregon and two are LEED accredited professionals. Please contact Ida Ottesen if you have any questions regarding this application. Sincerely, w Masatoshi Yamaguchi Senior Principal Audrey West Managing Principal Ida Ottesen Principal LANDSCAPE ARCHITECTS 853 Hiawatha Place S Seattle WA 98144 Tel. 206 292 9392 www.nakanoassociates.com NAKAN -1 OP ID: 1NDT RO" CERTIFICATE OF LIABILITY INSURANCE A4111. DATE MM /10/22014 014 Y) 03// 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()es) 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 Brown &Brown of WA, Inc (R8N) 1501 4th Avenue, Suite 2400 Seattle, WA 98101 Brown & Brown of WA NAME: Naomi Takata PHONE 206 -676 -811 % NC No AIC No E ADDRESS: ntakata@bnbseaftle.com INSURER(S) AFFORDING COVERAGE NAIC A INSURER A: TRANSPORTATION INSURANCE CO 20494 INSURED LEGACY2012 LLC DBA NAKANO ASSOCIATES 853 Hiawatha PI S. Seattle, WA 98144 INSURER B: AMERICAN CASUALTY CO. READING 20427 HANOVER INSURANCE CO INSURER C EACH OCCURRENCE INSURER D: PREMISES Ea occurrence) INSURER E: MED EXP (Any one person) IN RF: PERSONAL & ADV INJURY COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TR TYPE OF INSURANCE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave S. POLICY NUMBER POLICY EFF MM D POLICY EXP /DD LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX-I OCCUR X X 5085955679 02/22/2014 02122/2015 EACH OCCURRENCE $ 2,000,00 PREMISES Ea occurrence) $ 300,00 MED EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 2,000,00 GENERALAGGREGATE $ 4,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY FX iO 7 LOC PRODUCTS - COMP/OP AGG $ 4,000,00 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X HIRED AUTOS X NON -OWNED AUTOS 'No owned Autos" 5085955679 1 02/2212014 02122/2015 COMBINED SIR LE LIMIT Ea accident 1,000,00 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE PER ACCIO $ $ B X UMBRELLA LIAB EXCESS LIAR X OCCUR CLAIMS -MADE 5085957626 0212212014 02122/2015 EACH OCCURRENCE $ 3,000,00 AGGREGATE $ 3,000,00 DIED I X I RETENTION 10000 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE YIN r--1 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N yes, describe under DESCRIPTION OF OPERATIONS below NIA 5085955679 A STOP GAP 02122/2014 0212212015 NC STATT- X OTRH- E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - FA EMPLOYEE $ 1,000,00 E.L. DISEASE - POLICY LIMIT $ 2,000,00 C Professional Liab. Claims Made Form LH2A13825500 RETRO DATE: 411911992 10/23/2013 10123/2014 Ea. Claim 2,000,00 Retention 10,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, H more space Is required) Design Services CERTIFICATE HOLDER CANCELLATION ®1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Federal Way ty y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave S. Federal Way, WA 98003 -6325 AUTHORIZED REPRESENTATIVE ®1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD CNA S BEd 001 /08) B THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGN ONE LIABILITY EXTENSION WITH OFFICE POLLUTION LIABILITY COVERAGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS SCHEDULE OF LIMITS FOR OFFICE PREMISES LIMITED POLLUTION LIABILITY COVERAGE Each Pollution Incident Limit $1,000,000 Pollution Liability Aggregate Limit $2,000,000 (If no entries appear in the above Schedule, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) Table of Endorsement Contents Item # Topic Name Changes to Section A. Coverages 1. Enhanced Supplementary Payments Changes to Section B. Exclusions 2. Extended Property Damage Coverage 3. Contractual Liability for Personal and Advertising Injury Changes to Section C. Who Is An Insured 4. Additional Insureds: State or Political Subdivisions — Permits, State or Political Subdivisions, Controlling Interest, Managers or Lessors of Premises, Mortgagee, Assignee or Receiver, Co -owner of Insured Promises, Lessor of Equipment 5. Fellow Employee First Aid 6. Retired Partners, Members, Directors, and Employees 7. Participation in Professional Joint Ventures 8. Blanket Additional Insured with Products - Completed Operations Coverage and Blanket Waiver of Subrogation 9. Amendment — Aggregate Limits of Insurance (Per Project) Changes to Section F. Definitions 10. Extended Bodily Injury 11. Contractual Liability —Railroads 12. Office Promises - Limited Pollution Liability Coverage 1. Enhanced Supplementary Payments The values shown in paragraph 11, Coverage Extension — Supplementary Payments, of Section A. Coverages are amended as follows: 2. Extended Property Damage Exclusion 1.a., Expected or Intended Injury, of Section B. Exclusions Applicable to Business Liability Coverage, is deleted and replaced with the following: A. The amount shown in paragraph (b) for bail bonds This insurance does not apply to: is amended from $1,000 to $3,000. a. 'Bodily injury" or "property damage" expected or B. The amount shown in paragraph (d) for actual loss intended from the standpoint of the insured. This of earnings because of time off work is amended exclusion does not apply to "bodily injury" or from $250. per day to $300. per day. "property damage" resulting from the use of reasonable force to protect persons or property. SB- 300176 -B Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 1 of 11 (Ed. 01/08) Copyright, Insurance Services Office, Inc. 3. Contractual Liability for Personal and Advertising Injury Exclusion 1.p.(5) of Section B. Exclusions Applicable to Business Liability Coverage, is deleted. 4. Additional Insureds Section C. Who Is An Insured is amended to include the following additional insureds, subject to the provisions stated below: A. State or Political Subdivisions — Permits This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. 2. This insurance does not apply to: a. "Bodily injury," property damage," "personal and advertising injury" arising out of operations performed for the state or municipality; or b. "Bodily injury" or "property damage" included within the "products- competed operations hazard." B. State or Political Subdivisions A state or political subdivision subject to the following provisions: 1. This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: a. The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. The construction, erection, or removal of elevators. 2. This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. This insurance does not apply to "bodily injury," "property damage" or personal and advertising injury" arising out of operations performed for the state or municipality. SB- 300176 -B (Ed. 01 /08) C. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: 1. Their financial control of you; 2. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. D. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. E. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. F. Co -owner of Insured Premises A co -owner of a premises co -owned by you and covered under this insurance but only with respect to the co- owners liability as co -owner of such premises. G. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. SB- 300176 -B Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 2 of 11 (Ed. 01/08) Copyright, Insurance Services Office, Inc. With respect to the insurance afforded, these additional insureds, the following additional exclusions apply: This insurance does not apply 1. To any "occurrence" which takes place after the equipment lease expires; or 2. To "bodily injury," "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs A. through G. above does not apply to "bodily injury" or "property damage" included within the "products- completed- operations hazard." SB- 300176 -B (Ed. 01/08) You are not insured for liability arising out of the acts or omissions of other co- venturers, nor of their partners, members or employees. This insurance is excess over any other insurance available to such a joint venture, whether primary, excess, contingent, or on any other basis. B. The last paragraph of Section C. Who Is An Insured is deleted and replaced by the following: Except as provided in S. above, 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. 5. Fellow Employee First Aid 8lanket Additional Insured with Products - Completed Operations Coverage and Blanket Paragraph 2.a.(1)(d) of Section C. Who Is An Waiver of Subrogation Insured is deleted and replaced with the following: The following is added to Section C., -Who is an However none of these "employees" is an insured for: Insured: (d) "Bodily injury" or "personal and advertising injury" A. The Businessowners Liability Coverage form is arising out of his or her providing or failing to amended to include as an insured, any person or provide professional health care services. organization whom you are required to add as an However this restriction does not apply to first aid additional insured on this policy under a written administered by an "employee" who is not an contract or written agreement, but the written employed doctor or nurse. contract or written agreement must be: 6. Retired Partners, Members, Directors, and Employees Paragraph 2. of Section C. Who Is An Insured is amended to include the following as insureds: Individual persons who are retired partners, members, directors or employees are also insureds, but only for "bodily injury," "property damage," "personal and advertising injury" that results from services performed for you under your direct supervision. 7. Participation in Professional Joint Ventures A. The following paragraph 5. is added to Section C. Who Is An Insured: 5. You are also an insured for your participation in a past or present joint venture that is not named on the Declarations, but only if such joint venture meets all of the following criteria: a. Each and every one of your co- venturers are architectural, engineering or surveying fines; b. The joint venture has no direct employees; and c. The joint venture does not own, rent or lease any real or personal property. However, you are insured only for the conduct of your business within such a joint venture. 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage," or "personal and advertising injury." B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured solely for liability due to 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 to liability resulting from the sole negligence of the additional insured. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The coverage provided to the additional insured within this endorsement and section titled Liability and Medical Expenses Definitions — "Insured Contract" (Section F., item 9.), within the Businessowners Liability Coverage Form, does not apply to "bodily SB- 300176 -B Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 3 of 11 (Ed. 01/08) Copyright, Insurance Services Office, Inc. injury" or "property damage" arising out of the "products- completed operations hazard" unless required by the written contract or written agreement. 4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services, including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as a construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 5. This insurance does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of: a. The construction or demolition work while you are acting as a construction or demolition contractor. This exclusion does not apply to work done for or by you at your premises. C. Businessowners General Liability Conditions — Duties in the Event of Occurrence, Offense, Claim or Suit (Section E.2.) of the Businessownem Liability Coverage Form is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part; SB- 300176 -B (Ed. 01/08) receive written notice of a claim or "suit" from the additional insured. D. Other Insurance (Section H.2. and H.3.) of the Businessowners Common Policy Conditions are deleted and replaced with the following: 2. 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 a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing to the additional insured's own coverage. This insurance is excess over any other insurance to which the additional insured has been added as an additional insured by endorsement. 3. When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit" if no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. Transfer of Rights of Recovery Against Others To Us (Section K.2.) of the Businessowners Common Policy Conditions is deleted and replaced with the following: 3. Tender the defense and indemnity of any y 2. We waive any right of recovery we may have claim or "suit" to any other insurer which also has insurance for a loss we cover under this against any person or organization against Coverage Part; and whom you have agreed to waive such right of recovery in a written contract or agreement 4. Agree to make available any other insurance because of payments we make for injury or which the additional insured has for a loss we damage arising out of your ongoing cover under this coverage part. operations or "your work" done under a We have no duty to defend or indemnify an contract with that person or organization and additional insured under this endorsement until we included within the products - completed operations hazard." SB- 300176 -B Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 4 of 11 (Ed. 01/08) Copyright, Insurance Services Office, Inc. 9. Amendment- Aggregate Limits of Insurance (Per Project) A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A.1., and for all medical expenses caused by accidents under Coverage A.2., which can be attributed only to ongoing operations at a single construction project: C. 1. A separate Construction Project General Aggregate limit applies to each construction project. The Construction Project General Aggregate limit is equal to the amount of the General Aggregate limit shown in the Declarations. D. 2. The Construction Project General Aggregate limit is the most we will pay for the sum of all damages payable under Coverage A.1., except damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard," and for medical expenses payable under Coverage A.2. regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits." 3. Any payments made under Coverage A.1. for damages or under Coverage A.2. for medical expenses shall reduce the Construction Project General Aggregate limit for the applicable construction project. Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they reduce any Construction Project General Aggregate limit applicable to other construction projects. 4. The limits shown in the Declarations for Liability and Medical Expenses, Damage to Premises Rented to You, and Medical Expenses continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Construction Project General Aggregate limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences," and for all medical expenses caused by accidents, which cannot be attributed only to ongoing operations at a single construction project: SB- 300176 -B (Ed. 01/08) under the General Aggregate limit or the Products /Completed Operations Aggregate limit, whichever is applicable; and 2. Such payments shall not reduce any Construction Project General Aggregate limit. When coverage for liability arising out of the "products- completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard" will reduce the Products /Completed Operations Aggregate limit, and not reduce the General Aggregate limit nor any Construction Project General Aggregate limit. If a construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of the Limits Of Insurance section not otherwise modified by this endorsement shall continue to apply as stipulated. 10. Extended Bodily Injury Definition 3. "Bodily Injury," of Section F., Definitions, is deleted and replaced with the following: 3. "Bodily Injury" means bodily injury, sickness or disease, mental injury or mental anguish sustained by a person, including death resulting from any of these. 11. Contractual Liability -Railroads With respect to operations performed within 50 feet of railroad property, the definition of "insured contract" in Section F., — Definitions is replaced by the following: 8. "Insured Contract" means: 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 to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; 1. Any payments made under Coverage A.I. for f. That part of any other contract or agreement damages or under Coverage A.2. for medical pertaining to your business (including an expenses shall reduce the amount available indemnification of a municipality in connection SB- 300176 -B Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 5 of 11 (Ed. 01/08) Copyright, Insurance Services Office, Inc. SB- 300176 -B (Ed. 01/08) with work performed for a municipality under (a) The amount we will pay for which you assume the tort liability of another damages is limited as described party to pay for "bodily injury" or "property in SECTION D. LIMITS OF damage" to a third person or organization. INSURANCE as amended by Tort liability means a liability that would be this endorsement; and imposed by law in the absence of any (b) Our right and duty to defend end contract or agreement. when we have used up the Paragraph f. does not include that part of any applicable limit of insurance in contract or agreement: the payment of judgments or (1) That indemnifies an architect, engineer or settlements. surveyor for injury or damage arising out (c) We have no duty to defend of: "suits" seeking damages not a. Preparing, approving or failing to covered by this endorsement. prepare or approve maps, shop No other obligation or liability to pay drawings, opinions, reports, surveys, sums or perform acts or services is field orders, change orders or covered unless explicitly provided for drawings and specifications; or under paragraph 1.e. Coverage b. Giving directions or instructions, or Extension — Supplementary Payments of SECTION A. as failing to give them, if that is the amended by this section of the primary cause of the injury or endorsement. damage. (2) Under which the insured, if an architect, (2) We will also reimburse you for "preventive remedial expense" that engineer or surveyor, assumes liability for directly results from a covered an injury or damage arising out of the pollution incident to which this insured's rendering or failure to render insurance applies. professional services, including those listed in paragraph (1) above and We will reimburse you up to $25,000 supervisory, inspection, architectural or per annual policy period for all engineering activities. "preventive remedial expense" 12. Office Premises Limited Pollution Coverage directly resulting from all covered "pollution incidents," subject to a This Office Premises Limited Pollution Coverage deductible of $5,000 per covered section of the Architects, Engineers and Surveyors "pollution incident." This annual limit Extension endorsement modifies several portions of is in addition to the per incident the Businessowners Liability Coverage Form. These deductible, and is in addition to the modifications apply only to the coverage provided by Pollution Liability Aggregate Limit this section of the endorsement. described in SECTION D. LIMITS OF INSURANCE as amended by this A. The following paragraph 3. is added to SECTION endorsement. A. COVERAGES: This "preventive remedial expense" 3. Office Premises Limited Pollution coverage does not apply to expenses Coverage g that are covered by any other a. Insuring Agreement insurance available to the insured. (1) We will pay those sums that the (3) This insurance applies to "bodily insured becomes legally obligated to injury," "property damage" or pay as damages because of "bodily "preventive remedial expense" at, on injury" or "property damage" which or from "your office premises" only if: directly results from a covered (a) The "bodily injury" directly results "pollution incident" to which this from a "pollution incident" that insurance applies. We will have the happens entirely above - ground right and duty to defend any suit at or from "your office premises'; seeking those damages. We may at or our discretion investigate any "pollution incident" and settle any (b) The "property damage" occurs claim or "suit" that may result. But: off of "your office premises" and directly results from a "pollution SB- 300176 -B Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 6 of 11 (Ed. 01/08) Copyright, Insurance Services Office, Inc.