The URL can be used to link to this page

AG 16-014 RETURN TO: PW ADMIN EXT: 2700 ID#: ` I V CITY OF FEDERAL. WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ 2. ORIGINATING STAFF PERSON:C.O�L- �. _ EXT: Z 3. DATE REQ.BY: � V 1 3, TYPE OF DOCUMENT(CHECK ONE): Cl CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ---E7 PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION �-4 CONTRACT AMENDMENT(AG#): I : O l li ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: 5. NAME OF CONTRACTOR: teMN vNe. masut ADDRESS: 0 0 r TELEPHONE: fr7i w. x"'77.5 E-MAIL: 1G4-V cl-U n FAX: SIGNATURE NAME: J±r TITLE: c WA . 6. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITYTO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# SBL,,EXP..�1p2�/3�1/_ UBI# .EXP. /—/—/— /� C/' 7. TERM: COMMENCEMENT DATE: ' 10 a `AL' COMPLETION DATE:Li 8. TOTAL COMPENSATION:$ 5 1D1 C)I)D (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED El PROJECT MANAGER b DIVISION MANAGER cdto/c 1 7 �E] DEPUTY DIRECTOR �E7 DIRECTOR �J ❑ RISK MANAGEMENT (IF APPLICABLE) --g LAW DEPT kid(Q/ 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING rr,R� ❑ SENT TO VENDOR/CONTRACTOR _ DATE SENT: `1151- `-( DATE REC'D: 1 1 A t ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFIC.ATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT XL:2,1`, i)CP"I ?(Sf -NATORY(yl-!l.'Q1tclliD[RECTOR) ) C'I1�'CI.FR!, J(AS�1k;.Ni_u yGa AAGW- 1 I:I: ( l'.ti,f ) DATE SENT: ❑RETURN ONE ORIGINAL COMMENTS: EXECUTE "ORIGIN, S vayl- ID [L) L/20 L8 ` c[rr OF CITY HALL Federal 1�V y Feder 8th Avenue South 8003 Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.com AMENDMENT NO. 2 TO PROFESSIONAL SERVICE AGREEMENT FOR ON CALL STRUCTURAL REVIEW SERVICES This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Bright Engineering, Inc., a Washington corporation ("Contractor"). The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for On Call Structural Review Services ("Agreement") dated effective January 19, 2016, as amended by Amendment No. 1 as follows: 1. AMENDED TERM.The term of the Agreement,as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2021 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - Rev. 3/2017 ` clry OF CITY HALL Federal ■ � ay Feder 8th Avenue South �1Y■ Federal Way,WA 98003-6325 (253) 835-7000 www cilyo(fedel'alway..com IN WITNESS, the Parties execute this Agreement below, effective the last date written below.. CITY OF FEDERAL WAY: ATTEST: I "00e By: .-.. ( � " , - �A jw�NAk J, rrel , Mayor Mjh6ie Courtney, CVOCity Clerk DATE: / APPROVED AS TO FORM: oe -FOf J. Ryan Call, City Attorney BRIGHT ENGINEERING, INC.: By: Ade Bright, Principal�) DATE: V — LA'' STATE OF WASHINGTON ) ss. COUNTY OF On this day personally appeared before me Ade Bright,to me known to be the Principal of Bri it Engineering,Inc. 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*day-of 1446�-, , 201. Notary's signature Notary's printed name Notary Public in and for the St to f Washington. My commission expires I VLADISLA,V VAKHIR Stat€cn mgt�n Comrr.,'.;`,,,�,. , 2d356U MY Comm. ;iyu 4. 2022 AMENDMENT - 2 - Rev. 3/2017 11/1/2019 Corporations and Charities System BUSINESS INFORMATION Business Name: BRIGHT ENGINEERING,INC. UBI Number: 601 791 131 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 1809 7TH AVE STE 1100,SEATTLE,WA,98101-1381,UNITED STATES Principal Office Mailing Address: 1809 7TH AVE STE 1100,SEATTLE,W.A,98101-1381,UNITED STATES Expiration Date: 05/31/2020 Jurisdiction: UNITED STATES,WASHINGTON Formation/Registration Date: 05/15/1997 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL,SCIENTIFIC&TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: ADE JBRIGHT Street Address: 1809 7TH AVE STE 1100,SEATTLE,WA,98101-1381,UNITED STATES Mailing Address: GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL ADE BRIGHT https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1/1 Client#: 324454 BRIGHENG DATE(MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 12/17/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT 14AME: USI Insurance Services NW PR PHONE FAX /A/C.No EM).206 441-6300 A I Nol: 601 Union Street, Suite 1000 aoa l.certrequest@usi.com Seattle,WA 98101 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A•Hartford Casualty Insurance Company 29424 INSURED INSURER B•Travelers Casualty&Surety Co.of Amer 31194 Bright Engineering, Inc. INSURER C 1809 7th Ave,Suite 1100 INSURER D Seattle,WA 98101-1381 INSURER E INSURER F 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 CONTRACTOR 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. rA TYPE OF INSURANCE ASDL UBR POLICY NUMBER MMA�fYVVY MMiDD/Yvyv-i LIMITS NSR IWVD X COMMERCIAL GENERAL LIABILITY X X 52SBWPY8546 11/04/2019 11/04/2020 EACH OCCURRENCE s2,000.000 CLAIMS-MADE u OCCUR PRMMI E TO RENTED nr $1,()0().000 MED EXP Anv one person) $10 000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s4,00 000 F]J ��PRO PRODUCTS-COMP/OP AGG s4,000,000 POLICY I ^1 JECT LOC R $ A AUTOMOBILE LIABILITY X X 52SBWPY8546 11/04/2019 11/04/2020 C°'`'ri yi_L; Iru:�=LIM{T $2,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS I1f;[,,�PERTYDAP.fAGE $ HIRED NON-OWNED X AUTOS ONLY Ix AUTOS ONLY fFor i,utlen UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB Ld CLAIMS-MADE AGGREGATE $ QED I I RETENTION $ A WORKERS COMPENSATION X 52SBWPY8546 11/04/2019 11/04/2020 PER F X OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y� (WA Stop Gap) EL EACH ACCIDENT $1,000.000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Professional 105520943 11/04/2019 11/04/2020 $1,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: BEI#238.02,On-Call Structural Review Services. The General Liability policy includes an automatic additional insured endorsement that provides additional insured status to the Certificate Holder when required by written contract. CERTIFICATE HOLDER CANCELLATION Cit of Federal Way SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:Sara Gilchrist ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave.S. Federal Way,WA 98003-6325 AUTHORIZED REPRESENTATIVE + l �TLYio� �IIM^lJ+"� ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S27388376/M27063064 JASZP RETURN TO: PW ADMIN EXT: 2700 ID #: /V lX l CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / DEVELOPMENT SERVICES 2. ORIGINATING STAFF PERSON: COLE ELLIOTT EXT: 2730 3. DATE REQ. BY: 3. 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 #): 16 -014 ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: ON CALL STRUCTURAL REVIEW SERVICES 5. NAME OF CONTRACTOR: BRIGHT ENGINEERING, INC. ADDRESS: 1809 7T" AVENUE, SUITE 1100 TELEPHONE:206- 625 -3777 E- MAIL:AB @BRIGHTENG.COM FAX: 206 - 625 -1851 SIGNATURE NAME: ADE BRIGHT TITLE: PRINCIPAL 6. 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 #15- 103869 BL, EXP. 12/31/17 UBI # 601 - 791 -131 , EXP. 05/31/18 7. TERM: COMMENCEMENT DATE: 01 /19/2016 COMPLETION DATE: 12 /31/2019 8. TOTAL COMPENSATION: $50,000.00 (UNCHANGED) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑�RETA AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED %IMAGE Q 0 r �f /'�( XPURCHASING: PLEASE CHARGE To: ( 0 1 -- �L-�� ` gzo -s 5^ v 1 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED - 0 PRI O C T A .i n w I n n n djA DIVISION MANAGER /Q // 7/ • DEPUTY DIRECTOR 1,-. O \' DIRECTOR RISK MANAGEMENT (IF APPLICABLE) ji4 LAW DEPT WWI 7 10. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING to En Ill CCU j7L� 11'7 NT TO VENDOR/CONTRACTOR DATE SENT: "�, DATE RECD: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LIC NSES EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED T A/ A LAW DEPT �'I'� 1QS[GNATORY (MAYOR C� �"� i CITY CLERK 7IiL ASSIGNED AG # AG# m . NrSIGNED COPY RETURNED DATE SENT: C111/M6 ETURN ONE ORIGINAL COMMENTS: ��yy __ _,/ y EXECUTE "t" ORIGINALS 'ice needs fri . ('.Cry -: Mr t /u.g(l l CV'r t i yr 1 u 2tv (17 4( 4/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR ON CALL STRUCTURAL REVIEW SERVICES This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Bright Engineering, Inc., a Washington corporation ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for On Call Structural Review Services ( "Agreement ") dated effective January 19, 2016 as amended by Amendment No. 1 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2019 ( "Amended Term "). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT 1 3/2017 4%*CITY of •_, Federal Way CITY HALL 33325 8th Avenue South 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: BRIGHT ENGINEERING, INC.: By: A s : right, Pn cin pal DATE: - -ZOf7 STATE OF WASHINGTON ) COUNTY OF K t c., ) ss. ATTEST: p anie Courtney, Cl✓1 , City Clerk APPROVED AS TO FORM: _to, J. Ryan Call, City Attorney On this day personally appeared before me Ade Bright, to me known to be the Principal of Bright Engineering, Inc. 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 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 ca-1 day of 0 , 200-. Notary's signature r2` Notary's printed name U - _ floc 2c +J Not.ry Public in and for the State of Washington. My commission expires to - 3 - DEANA RAE ZITTEL Notary Public State of Washington My Appointment Expires ' Oct 7, 2018 AMENDMENT 2 3/2017 ACORDrM Client#: 324454 BRIGHENG CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 10/24/2017 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 USI Kibble & Prentice PR 601 Union Street, Suite 1000 Seattle, WA 98101 CONTACT NAME: PHONE (A/C, No, Ext): 206 441 -6300 ��, No): 610462-8530 E-MAIL 1 certre uest@ usi.com ADDRESS: P • q INSURER(S) AFFORDING COVERAGE NAIC • INSURER A : Hartford Casually Insurance Com 29424 INSURED Bright Engineering, Inc. 1809 7th Ave, Suite 1100 Seattle, WA 98101 -1381 INSURER B : Travelers Casualty & Surety Co. 31194 INSURER C : INSURER D : INSURER E : INSURER F : VERAGE 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. INTSRR TYPE OF INSURANCE NSR SUER NUMBER (MM/DDY/YYYY) (MM/DD/YYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 52SBWPY8546 11/04/2016 11/04/2017 EACH OCCURRENCE $2,000,000 $1,000,000 $ 10,000 PREMISES (EaEoccccurrrrence) CLAIMS -MADE X OCCUR MED EXP (Any one person) PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GE 'L AGGREGATE POLICY OTHER: X LIMIT APPLIES ECT PER: LOC PRODUCTS - COMP/OP AGG $4,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED HIRED ED AUTOS X SCHEDULED N-OWNED AUTOS 52SBWPY8546 11/04/2016 11/04/2017 (Ea accident; INGLE LIMIT $2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N N N / A 52SBWPY8546 WA Stop Gap) 11/04/2016 11/04/2017 1STATUTE I X IERH E.L. EACH ACCIDENT $1 ,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 105520943 11/04/2016 11/04/2017 $1,000,000 per claim $2,000,000 annl aggr. B Professional Liability DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE BEI #23&02, On -Call Structural Review Services. The General Liability policy includes an automatic additional insured endorsement that provides additional insured status to the Certificate Holder when required by written contract. CERTIFICATE HOLDER CANCELLATION City of Federal Way Attn: Mercedes Tenuta 33325 8th Ave. S. Federal Way, WA 98003 -6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) 1 of 1 #S21781363/M19644038 © 1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NXDZP • BRIGHENG ACORD,M CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD /YYYY) 10/31/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER USI Kibble & Prentice PR 601 Union Street, Suite 1000 Seattle, WA 98101 CONTACT NAME: PHONE 206 441 -6300 FAX ): 610362 -8530 (A/C, No, Eat): (A/C, No E-MAIL pl.certrequest@lusi.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC • INSURER A : Hartford Casualty Insurance Company 29424 INSURED Bright Engineering, Inc. 1809 7th Ave, Suite 1100 Seattle, WA 98101 -1381 Trawlers Casual & Surety Co. of Amer INSURER B : Casualty ty 31194 INSURER C 11/04/2018 INSURER D $2,000,000 INSURER E : $1,000,000 INSURER F : 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 52SBWPY8546 11/04/2017 11/04/2018 EACH OCCURRENCE $2,000,000 ERE PMSES(EaE urtence) $1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES PER: JECT II LOC PRODUCTS - COMP/OP AGG $4,000,000 $ 11/04/2017 11/04/2018 (EaM NdeD; INGLE LIMIT A AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY 52SBWPY8546 _32,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y I N N NIA 52SBWPY8546 (WA Stop Gap) 11/04/2017 11/04/2018 !MUTE X FR E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 105520943 11/04/2017 11/04/2018 $1,000,000 per claim $2,000,000 annl aggr. B Professional Liability DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE BEI #238.02, On -Call Structural Review Services. The General Liability policy includes an automatic additional insured endorsement that provides additional insured status to the Certificate Holder when required by written contract. CERTIFICATE HOLDER CANCELLATION City of Federal Way Attn: Mercedes Tenuta 33325 8th Ave. S. Federal Way, WA 98003 -6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 of 1 #521837924/M21832186 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD YXPZP RETURN TO: MERCEDES EXT: 2701 11*AtiS CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. 2. ORIGINATING DEPT/DIV: PUBLIC WORKS / \-7)e-A) o'S.,^^-t- \A" ORIGINATING STAFF PERSON: E S c., \sh Se.rv;�c� 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT 70 PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER 5. PROJECT NAME: O n L- EXT: 2130 3. DATE REQ. BY: ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL Zev c� S�� ✓� �� 6. NAME OF CONTRACTOR: ADDRESS: E -MAIL: f ■ tem -e.ncis. • c-oM SIGNATURE NAME: A c e' i� r: tA% E r∎C nccr: n& _inc o � ;dc_ LJA / 6 i TELEPHONE: 206 - 62.x • ,377 7 FAX: ?_Oc - 625* .. 1 $S 1 TITLE: Prtaza <II+ 7. EXHIBITS AND ATTACHMENTS: sit SCOPE, WORK OR SERVICES CA COMPENSATION a INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS PROOF OF AUTHORITY TO SIGN )x REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # 16 la'✓' £111 BBL, /EXP. 12/311 k0 UBI # (00( I 1 151 , EXP. S /0 ti ((p 8. TERM: COMMENCEMENT DATE: 1`k."I` l(o COMPLETION DATE: 1 2 1 3 1 12017 . 9. TOTAL COMPENSATION: $ rJ T C S0, 00 a (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ SOS 00 c7 IS SALES TAX OWED: ❑ YES cgJNO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY PURCHASING: PLEASE CHARGE To: 10. DOCUMENT / CONTRACT REVIEW PROJECT MANAGER fel DIVISION MANAGER Qr DEPUTY DIRECTOR 04 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ic LAW DEPT 124 I5 121w I CS l- Lt-- (3T - 22o 643 _ -3o_21,1 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING SENT TO VENDOR/CONTRACTOR./ DATE SE�IT: TTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSE , EXHIBITS INITIA / DATE REVIEWED I( tollr oI 15- COMMITTEE APPROVAL DATE: tSji6 LAW DEPT l lt3 CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK SSSIGNEDAG # IGNED COPY RETURNED ETURN ONE ORIGINAL COMMENTS: EXECUTE " 2" ORIGINALS See UO4 P f 0 v' Q �- INITIAL / DATE APPROVED Ny649. COUNCIL APPROVAL DATE: DATE REC'D: I 1 /15 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / 7e- ve\o"->i-^a-v" 4r. 2. ORIGINATING STAFF PERSON: i, J '-'� I \'N 4. TYPE OF DOCUMENT (CHECK ONE): pit CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: 2-110 3. DATE REQ. BY: l\ \ \ O, ' S 13 SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: 0 n C.G \ \ St-r \Z- �2v�Qw tS 20 6 6. NAME OF CONTRACTOR: ADDRESS: E -MAIL: SIGNATURE NAME: TELEPHONE: FAx: TITLE: 7. EXHIBITS AND ATTACHMENTS: ?eit 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/ UBI # , EXP. / / 8. TERM: COMMENCEMENT DATE: L 1 \ 1 2.O \ to COMPLETION DATE: l Z 1 '3\ t 2 o I 1 9. TOTAL COMPENSATION: $ NT t ;SO 00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) 1,3-0, O0 REIMBURSABLE EXPENSE: AYES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT / CONTRACT REVIEW PROJECT MANAGER a DIVISION MANAGER DEPUTY DIRECTOR FI DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) p4 LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) r-3111, COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING N \ A ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED INITIAL / DATE REVIEWED • 1\ \ LA '. tUT5/ 15 INITIAL / DATE APPROVED ❑ LAW DEPT ❑ CHIEF OF STAFF ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG # AG# ❑ SIGNED COPY RETURNED DATE SENT: ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE " " ORIGINALS 2.FGZ �S L,or -k r Fitt ua4 es a al,o u� . eit.' 9 qoC 2;j°, k ,"%c;c_c,s i'Orxs roM f OW -Pub \tc, LJOC'r rpS}. fro I (" T N C \ \G� co NS (("00A-4 tl` t Or'\L __ SZrrn :s Belt c,4e • C.or%-\>\ese at. 1/15 41 � Federal Y OF Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cilyoffederalway.com PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL STRUCTURAL REVIEW SERVICES This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Bright Engineering, Inc., a Washington corporation ( "Contractor "). The City and Contractor (together "Parties ") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: BRIGHT ENGINEERING, INC.: Ade Bright, P.E., S.E. 1809 7th Ave, Suite 1100 Seattle, WA 98101 206 - 625 -3777 (telephone) 206 - 625 -1851 (facsimile) AB @brighteng.com CITY OF FEDERAL WAY: EJ Walsh, P.E. 33325 8th Avenue South Federal Way, WA 98003 -6325 253- 835 -2730 (telephone) 253- 835 -2709 (facsimile) Edward.Walsh@CityofFederalWay.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than December 31, 2017 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ( "Services "), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 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 rates for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - 1/2015 CITY OF . Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cryoffederalway com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and /or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT - 2 - 1/2015 .CITY DF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $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 this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT - 3 1/2015 CITY OF � Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and PROFESSIONAL SERVICES AGREEMENT - 4 - 1/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederatway com 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; 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 - 1/2015 4ILL Federal Way CITY HALL 33325 8th Avenue South 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 ATTEST: May r o i lerk, Stephanie Courtne CMC DATE: O BRIGHT ENGINEERING, INC. By: Ade Bright, P.E., S.E. President DATE: 49' APPROVED AS TO FORM: -roc City Attorney, Amy Jo Pearsall STATE OF WASHINGTON ) ) ss. COUNTY OF -1 ) On this day personally appeared before me Ade Bright, to me known to be the President of Bright Engineering, Inc., 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 was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. ��,� w auiI //,,,� �`` E S 'i% Vs'` kd official seal this 3O day of .Q ?,�rtyt,/j , 20 /5 :� ,OTAR V N Notary's signature !�`' ' Notary's printed n. - (��}X -I S l5 T i L ` .'p'z Notary Public in and for the State of Washington. '�.� �qi; CITY Of .�.. Federal Way EXHIBIT A SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityof ederalway corn As part of proposed, privately constructed, development within the City, a developer may propose structural elements which fall under the jurisdiction of the Public Works Department or upon completion of construction will be dedicated to the City. In those cases, Public Works is responsible for reviewing and approving the proposed design. Those elements may include: stormwater vaults, retaining walls, or culverts. Upon submission of a project with structural elements requiring On -Call review, the plans, reports, and supporting documents will be forwarded electronically to the Contractor and the Contractor shall do or provide the following: • Provide a number of anticipated hours to review the submitted information and an expected time frame for completion • Upon the City's receipt of a deposit from the developer, the Contractor will perform a review of submitted plans, reports, and supporting documents • The Contractor will prepare and provide to the City a letter with their comments from the review. Red- line plans may be provided in lieu or addition to the comments • Upon City's receipt of revised plans, the Contractor will perform a follow up review of submitted plans, reports and supporting documents These services do not include inspection, preparation of plans, construction administration, or preparation of as- built drawings. PROFESSIONAL SERVICES AGREEMENT 7 1/2015 CITY os 44takk Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederatway. com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Fifty Thousand and 00 /100 Dollars ($50,000.00) 2. Method of Compensation: 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: Lead Structural Engineer $207.00 Senior Structural Engineer $196.00 Structural Design Engineer $175.00 CADD III $91.00 Admin/CADD I $65.00 The above are all - inclusive hourly billing rates for any personnel that may work on this project. There are no other direct charges applicable to the above rates. PROFESSIONAL SERVICES AGREEMENT 8 1/2015 EXHIBIT C E ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 1/13/2016 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 Kibble & Prentice, a USI Co PR 601 Union Street, Suite 1000 Seattle, WA 98101 CONTACT NAME: PHONE 206 441 -6300 FAX No): 610 - 362$530 E -MAIL ADDRESS: P UeSt USI.bl2 I • centre • q INSURER(S) AFFORDING COVERAGE NAIC 0 INSURER A: Hartford Casualty Insurance Com 29424 INSURED Bright Engineering, Inc. 1809 7th Ave, Suite 1100 Seattle, WA 98101 -1381 INSURER B : Travelers Casualty & Surety Co. 31194 INSURER C : 11/04/2015 INSURER D : PREMISESO(Ea RENTED INSURER E : CLAIMS-MADE X INSURER F : MED EXP (Any one person) TE 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 TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF (MOLIC/YEFF POLICY EXPO (MOLIC YEXY LIMITS EACH OCCURRENCE $ 2,000,000 $1,000,000 $10,000 A X COMMERCIAL GENERAL LIABILITY 52SBAPY8546 11/04/2015 11/04/2016 PREMISESO(Ea RENTED CLAIMS-MADE X OCCUR MED EXP (Any one person) PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO- POLICY I Xl JECT I OTHER: PER: LOC PRODUCTS - COMP /OP AGG $4,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X SCHEDULED NON -WNED AUTOS O 52SBAPY8546 11/04/2015 11/04/2016 (Ea acccdeDtSINGLE LIMIT $2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE ci (Per accident) ) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE Y I N OFFICER /MEMBER EXCLUDED? N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N 1 A 52SBAPY8546 (WA Stop Gap) 11/04/2015 11/04/2016 1STATUTE X ERH E.L. EACH ACCIDENT $1,000,000 $1,000,000 $1,000,000 E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT B Professional Liability 105520943 11/04/2015 11/04/2016 $1,000,000 per claim $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE BEI #238.02, On -Call Structural Review Services. The City of Federal Way is an additional insured on the general liability when required by written contract. CERTIFICATE HOLDER CANCELLATION City of Federal Way Attn: EJ Walsh 33325 8th Ave. S. Federal Way, WA 98003 -6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014101) 1 of 1 #S17074828/M16891412 5• h,:wt,41. © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SLHJU (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees ", "volunteer workers ", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is Tess than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard ". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (g) (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, architectural activities. inspection, or engineering BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "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 - completed operations hazard ". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard ", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard ". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. 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. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits ". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products- completed operations hazard" is the Products - Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right -of -way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit ", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit ". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit "; (2) Authorize us to obtain records and other information; Cooperate with us in the investigation, settlement of the claim or defense against the "suit "; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insureds own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence ", offense, claim or "suit" is known to: (3) (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no -fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimants legal representative. 5. Se!#aon, Of -)fl Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. (3) (5) Page 16 of 24 Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Priti aty f nd ri4ordributoty To Ot r I nee When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (7) BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the Toss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) 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. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after Toss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of R i i (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24