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AG 17-002 RETi R.,�TO: Stephanie Segovia EXT: 6945 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Parks 2. ORIGINATING STAFF PERSON: Stephanie Segovia EXT: 6945 3. DATE REQ.BY:November 15,2019 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 IN CONTRACT AMENDMENT(AG#):17-002 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Community Center Pool Chemical Vendor Contract Amendment#3 6. NAME OF CONTRACTOR: ORCA Pacific,Inc. ADDRESS: 204 44th St NE,Auburn,WA 98001 TELEPHONE 253-867-0303 E-MAIL:www orcapacific.com FAX:253-867-5695 SIGNATURE NAME: TITLE President 7. EXHIBITS AND ATTACHMENTS:A SCOPE,WORK OR SERVICES O COMPENSATION O INSURANCE REQUIREMENTS/CERTIFICATE A ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: January 1,2020 COMPLETION DATE: December 31,2021 9. TOTAL COMPENSATION$99,000.00 annually (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 ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: 111-7200-351-575-319 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW ER 11/8/2019 .� 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE:�� �-u COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,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 LAW DEPARTMENT L��r! 2' NATORY(MAYOR OR DIRECTOR) 7 CITY CLERK 1 ' ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED DATE SENT: _ COMMENTS: �iCf 44. 2/2017 RETURN TO: Stephanie Segovia EXT: 6945 CITY OF FEDERAL WAY 1,AW I EJ1 '17N4ENT ROLA'1'ING FORM 1. ORIGINATING DEPT./DIV: Parks 2. ORIGINATING STAFF PERSON: Stephanie Segovia EXT: 6945 3. DATE REQ.BY:November 15,2019 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#):17-002 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Community Center Pool Chemical Vendor Contract Amendment#3 6. NAME OF CONTRACTOR: ORGA Pacific,Inc. ADDRESS: 20444th St NE,Aubum,WA 96001 TELEPHONE 253-867-0303 E-MAIL-'w w-orcapacific.com F kX:253-867-5695 SIGNATURE NAME: & T-o —1 a Yeti TITLE President 7. EXHIBITS AND ATTACHMENTS:IN SCOPE,WORK OR SERVICES P COMPENSATION P INSURANCE REQUIREMENTS/CERTIFICATE ff ALL OTHER REFERENCED EXHIBITS ❑PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: January 1,2020 COMPLETION DATE: December 31.2021 9. TOTAL COMPENSATION$99,000 oo annually (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES LINO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 111-7200-351-575-319 10. DQCU.MENTICONTRACT REVIEW I 'JTIAL!DATEREN/IEWED INITIAL/DATE APPRQVED I'f,01ECT NI';\NAGER ❑ DIRECTOR t. ' t N1 t f I t -] jig F r7 1�J ❑ RISK MANAGEMENT (IF APPLICABLE) _ ❑ LAW 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,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 ❑ LAW DEPARTMENT ❑ SIGNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: ?:/2[717 CITY of CITY HALL •- 33325 8th Avenue South Federd� � `- Federal Way UtfA 98003-6325 AMENDMENT NO.3 TO GOODS AND SERVICES AGREEMENT FOR COMMUNITY CENTER POOL CHEMICALS This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation("City"),and ORCA Pacific 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 Community Center Pool Chemicals, ("Agreement")dated effective January 4,2017 as amended by Amendment No. 1 and Amendment No. 2 as follows: 1. AMENDED TERM.The term of the Agreement,as referencedby Section 1 of the Agreement and anyprior 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. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-3,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 for the Amended Term.Except as otherwise provided in an attached Exhibit,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. 3. 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 CITY 4F CITY HALL Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 WWWk,'dy4)fiedc,fohVaycoM IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: ' l V Jim Fe e , Mayor tep aerie ourtney, CW, City Clerk DATE: S 47 APPROVE D A O FORM: J. Ryan Call, City Attorney ORCA PACIFIC INC: By: Printed Name: Title: PR -�S)04 4 Date: bibo-- STATE OF WASHINGTON ) - ) ss. COUNTY OF YI A On this day personally appeared before me ,+I"6U M M 1'41 1[lf ck to me known to be the _Vresi dent of _(tea. P666c (nc e _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 --,-?7l K day of jaq , 20,�b. Notary's signature JORDAN PADA Notary Public Notary's printed namez{rMGer>1G�. State of Washington Notary Public in and for the State of Washington. Commission# 181520 My commission expires gfl�� My Comm. Expires Sep 3, 2023 AMENDMENT - 2 - 3/2017 CHTY OF GTY HALL F 33325 MAvenue South ;�� � �f FederalWay:WA 98003-6325 - (253) 8-3-5-7000 EXHIBIT B-3 ADDITIONAL COMPENSATION 1. Total Compensation:In return for the Services,the City shall pay the Contractor an additional amount not to exceed One Hundred Ninety-Eight Thousand and 00/100 Dollars ($198,000.00). The total amount payable to , Contractor pursuant to the original Agreement,all previous Amendments,and this Amendment shall be an amount not to exceed Three Hundred Fifty-Eight Thousand and 00/100 Dollars ($358,000.00). 2. Method of Compensation: Payment by the City for goods and services will be made after the delivery of goods or services have been performed. A voucher or invoice shall be submitted by the Contractor to be approved by the City representative. Payment shall be made on a monthly basis, thirty(30) days after receipt of such voucher or invoice. Good and Services shall reflect the prices listed below and shall remain constant for the duration of this agreement. Sodium Hypochlorite 12.5% Bulk Delivery per Gallon $2.84 Sodium Hypochlorite 12.5% 15 Gal. Carboy $68.05 Acid Magic No Skin Bum/Reduced Fuming 15 Gal. Carboy $110.35 Muriatic Acid, HASA 1 Gallon $9.27 ea. Calcium Chloride 96-98% 50 lb. Bag $28.90 ea. Sodium Bicarbonate 50 lb. Bag $24.36 ea. Prices do not include Washington State sales tax. AMENDMENT - 3 -- 3/2017 I RETURN TO: Craig Feldman EXT: 6945 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV:PARKS ORIGINATING STAFF PERSON:CRAIG FELDMAN EXT: 6945 3. DATE REQ.BY:OCTOBER 26Th,2018 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 0 MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE 0 RESOLUTION X CONTRACT AMENDMENT(AG#): 17-002 ❑ INTERLOCAL ❑ OTHER . PROJECT NAME: COMMUNITY CENTER POOL CHEMICAL VENDOR CONTRACT AMENDMENT#2 NAME OF CONTRACTOR:ORCA PACIFIC INC. ADDRESS:204 44TH ST NE AUBURN,WA.98001 TELEPHONE: (253)867-0303 E-MAIL:WWW.ORCAPACIFIC.COM FAX:(253)867-5695 SIGNATURE NAME:AARON KIMURA TITLE: PRESIDENT EXHIBITS AND ATTACHMENTS:X SCOPE,WORK OR SERVICES X COMPENSATION X INSURANCE REQUIREMENTS/CERTIFICATE X ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE:JANUARY 1ST,2019 COMPLETION DATE:DECEMBER 31ST,2019 TOTAL COMPENSATION$160,00.00 (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 0 NO IF YES,$ PAID BY:0 CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: 0 RETAINAGE AGREEMENT(SEE CONTRACT) OR 0 RETAINAGE BOND PROVIDE X PURCHASING: PLEASE CHARGE TO: 111-7200-351-575-51-319 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED X PROJECT MANAGER CF 10/16/18 O DIRECTOR O RISK MANAGEMENT (IF APPLICABLE) ❑ LAW (3e (34..t 10.17 1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE:1' COMMITTEE APPROVAL DATE: "�'-\�s� SCHEDULED COUNCIL DATE: L 2.• I t X COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,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 O LAW DEPARTMENT 12 u / l f T NATORY(MAYOR OR DIRECTOR) J 3 ❑ CITY CLERK EP, �4) ii $ ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: VD,V1.1 S lit— ;OMMENTS: t'lact Tins a Ceiv .c-z)Nr 7//011 . 1/2018 CITY OF CITY HALL 11116 4w40.44. 33325 8Avenue Auee South r; Federal Way Federal Way, nu 98003-6325 (253)835-7000 www cityoffederatway corn AMENDMENT NO. 2 TO GOODS AND SERVICES AGREEMENT FOR COMMUNITY CENTER POOL CHEMICALS This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation("City"),and ORCA Pacific 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 Community Center Pool Chemicals,("Agreement")dated effective January 4,2017 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. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-2,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 for the Amended Term.Except as otherwise provided in an attached Exhibit,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. 3. 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 rii I lliii, CITY OF CITY HALL Federal Way Federal Way,WA 98003-6325 (253)835-7000 www cityoffederalway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: 0 I '� I1it1ii L t vtil r ,� T e 1 , a or S . . ie Courtney, CMC, C'�lerk r DATE: L / s g/ APPROVED TO FORM: L.-e..., Petr- J. Ryan Call, City Attorney ORCA PACIFIC INC: ilz.:By: ON) Printed Name: Ff12j?fl) �Title: 10 Date: /? ) �) STATE OF WASHINGTON ) ) ss. COUNTY OF gi N(. ) On this day personally appeared before me kiketor.f . ,ye.,n.,4 , to me known to be the `-(t c.It JT of ply+, ",q c i p c Z ,) C__ 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 L CS vvx :F;^ , 20/2 Notary's signature 4 v L / Notoy„S,Drinted name ,ry 14-towr•,r p SCOTT%, Notary Public in and for the State of Washington. e'c, COMM,ss��0'•.,�1 My commission expires 1'Z,-It.— 101 c - % �0 o1.st 0= m gy ,-. -o 'F . x: g= +ya,,,,19,iNGTON ,,,.•'° AMENDMENT - 2 - 3/2017 FP" �,, CITY OF CITY HALL`"!+.- Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 www citvoffederal ay.corn EXHIBIT B-2 ADDITIONAL COMPENSATION 1. Total Compensation:In return for the Services,the City shall pay the Contractor an additional amount not to exceed Fifty-Five Thousand and 00/100 Dollars($55,000.00).The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed One Hundred Sixty Thousand and 00/100 Dollars ($160,000.00). 2. Method of Compensation: Payment by the City for goods and services will be made after the delivery of goods or services have been performed. A voucher or invoice shall be submitted by the Contractor to be approved by the City representative. Payment shall be made on a monthly basis,thirty(30)days after receipt of such voucher or invoice. Good and Services shall reflect the prices listed below and shall remain constant for the duration of this agreement. Sodium Hypochlorite 12.5% Bulk Delivery per Gallon $2.84 Sodium Hypochlorite 12.5% 15 Gal. Carboy $68.05 Acid Magic No Skin Burn/Reduced Fuming 15 Gal. Carboy $110.35 Muriatic Acid, HASA 1 Gallon $9.27 ea. Calcium Chloride 96-98% 50 lb. Bag $28.90 ea. Sodium Bicarbonate 50 lb. Bag $24.36 ea. Prices do not include Washington State sales tax. AMENDMENT - 3 - 3/2017 Client#:134104 ORCAPACI ACORD CERTIFICATE OF LIABILITY INSURANCE DATE TMMiDD/YYYY)12/20/2017 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 CONTACT Lisa Anderson NAME: Propel Insurance PHONE 800 499-0933n" No): 866 5774326 Tacoma Commercial Insurance EMAIL Lisa.Anderson Pro ellnsurance com 1201 Pacific Ave Suite 1000 ADDRESS: @ -_I?_. INSURERIS)AFFORDING COVERAGE NAIL M Tacoma,WA 98402 INSURER A:Crum&Forster Specialty Insure 144520 INSURED ,INSURER B Travelers Indemnity Company of 25666 Orca Pacific,Inc. _ INSURERC:Travelers Casualty Ins Co.of A 19046 280 44th Street NW Auburn,WA 98001 ,!NisuaEa n --.. 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 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 ........___._.___... ... EINSR'MVO( POLICY NUMBER (MM1DD!"YYYY) IMMIDDIYYW} LIMITS A X COMMERCIAL GENERAL LIABILITY l X I X 1EPK120615 01/01/2018 01/01/201 EACH OCCURRENCE S1L000000 1 ': DAMAGE TO RFNIE L) SSO OOO 1 CLAIMS-MADF. OCCUR I PR.EMISttS(Ea ocszrcence)..._.. ....x......... X BI/PD Ded:5,000 MED EXP(Any one Ge son) 55,000 PERSONAL R ADV INJURY I s1,000,O00 GE 'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE !E2 000,000 X POT ler I ..._1 PRO- f• JFC• i'Loc PRooucT,-COMP/OP AGG 52,000,000 OTHER. $ AUTOMOBILE LIABILITY ._ _._ __ ....... ......... _._.__..__...... -_- MBINED SINGLE LIMIT "- C X ; X °BA3K087318 01/01/2018 01/01/201 (taaccleent) 51,000,000 __- BODILY INJURY(Pe,person) $ X ANY AUTO .. _ _.. ALL:OWNED T SCHF DE PE BODILY INJURY IPer ars sent) $ AUTOS ....I ALP OS NON-OWNEC PROPERTY DAMAGE $ XI HIRED AUTOS X AUTOS Per X1000p X 11000 Ded Coli 5 A UMBRELLA UAB 1 X 'OCCUR X ' X EFX109714 01/01/2018 01/01/2019 EACH OCCURRENCE 52000 000 vX EXCESS UAB 1 I CLAIMS-MADE . AGGREGATE $2x000,000 —_....-_._.0ED._1,.,_X RETENTION SU .... 1.._. t _� .__.._...__.... .......... - ..__..___.._.........._ � $ .__ A WORKERS COMPENSATION ' IEPK120615 01/01/2018 01/0112019, PER 0TH- AND EMPLOYERS'LIABILITY :STATUTE FR.......___. _ ._ _ ..... ' ANY PROPRIETOR/PARTNER/EXF CUTIVE Y-N; WA StopGapONLY F.L.rACIiACCIDENT ,51,0001000 E OFFICER/MEMBER EXCLUDED', N 1 NIA! (Mandatory In NH) --- E L DISEASE E EMPLOYEE $1,000,000 t yes, escnbe under E.L.DISEASE POLICY LIMIT 51 OOO 0OO OESt»nIf,TIUN OF OPERATIONS below...._...__ ... ......... ............._. -_._... .. _...�__..-.. _._......... .._.... _..� r .......t_..._.._........ .._._ B Leased/Rent Equip ;6603K249059 01/01/2018101/01/2019 $25,000 Limit/$500 Ded DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Operations performed by the Named Insured. CERTIFICATE HOLDER CANCELLATION SHOULD OF THE ABOVE DESCRIBED Federal Way Community Center THE EXPIRATION DATE THEREOF,, NOTICETECBEFORE WILL BE DELIVERED IN 876 South 333rd ACCORDANCE WITH THE POLICY PROVISIONS. Federal Way,WA 98003 AUTHORIZED REPRESENTATIVE "�.' -+.1' c, f7- 4. 1 441:1r-4.- ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 2512014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S2989922/M2989767 LMA00 II RETURN TO: Craig Feldman EXT: 6945 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: PARKS 2. ORIGINATING STAFF PERSON: CRAIG FELDMAN 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E. ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE X CONTRACT AMENDMENT (AG #):17 -002 ❑ OTHER EXT: 6945 3. DATE REQ. BY: NOVEMBER 15TH, 2017 G, RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: COMMUNITY CENTER POOL CHEMICAL VENDOR CONTRACT AMENDMENT #1 6. NAME OF CONTRACTOR: ORCA PACIFIC INC. ADDRESS: 204 44TH ST NE AUBURN, WA. 98001 E -MAIL: WWW.ORCAPACIFIC.COM SIGNATURE NAME: AARON KIMURA TELEPHONE (253) 867 -0303 FAX: (253) 867 -5695 TITLE: PRESIDENT 7. EXHIBITS AND ATTACHMENTS: X SCOPE, WORK OR SERVICES X COMPENSATION X INSURANCE REQUIREMENTS /CERTIFICATE X ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 1ST, 2018 COMPLETION DATE: DECEMBER 31ST, 2018 9. TOTAL COMPENSATION $105,000.000 (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: 111 - 7200 - 351 - 575 -51 -319 10. DOCUMENT /CONTRACT REVIEW X PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) IAL /DATE ' IEW g Nov 2.61 1 1 INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE:1 `I(d) r\ COUNCIL APPROVAL DATE: 12 /5 /), 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, 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 V ❑ LL W DEPARTMENT tom_ `i j,,K 2.0 1 f SIGNATORY (MAYOR OR DIRECTOR) dikAlOWLV ❑ CITY CLERK zowf r : ❑ ASSIGNED AG# AG# C ❑ SIGNED COPY RETURNED DATE SENT: 1 , COMMENTS: 2/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn AMENDMENT NO. 1 TO GOODS AND SERVICES AGREEMENT FOR COMMUNITY CENTER POOL CHEMICALS This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and ORCA Pacific 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 Community Center Pool Chemicals, ( "Agreement ") dated effective January 4th, 2017. 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, 2018 ( "Amended Term "). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit B -1, 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 for the Amended Term. Except as otherwise provided in an attached Exhibit, 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. 3. 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 perj ury 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 446. Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 wwww crtyoffederalway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: Jim 11, ayor DATE: ytth ORCA PACIFIC INC: By: r Printed Name: ti Title: Date: Paf5Ioxr la- 11-0 ATTEST: Std ha ie Courtney, CMC, APPROVED AS TO FORM: 0644dt. y Clerk J. Ryan Call, City Attorney c STATE OF WASHINGTON ) ) ss. COUNTY OF Kt is ) On this day personally appeared before me prn.o,.i t w,,.j,r r , to me known to be the 1ri ,4.s CO Emi i of C>RC.14 P•c.L Ft c____ C. 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 15S day of 3 €"-- , 2013 Notary's signature M% ►_` Notary' 4,orix� ,{�i name ScA rr i��ZOw jv �_ r .," "pTT iti G e ., Notary Public in and for the State of Washington. . �\ MM'S$ �i oo %� 0 My commission expires Z 3O -t c( • Np - q t ym � A� y , '& n In••� gSH1-I- ,N- C G --•;":1 ' \ ,,,,,,,,,,,,,,, ....., AMENDMENT - 2 - 3/2017 •. Vecferal Way EXHIBIT B -1 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www c,tvoffederalway com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Fifty- Five Thousand and 00 /100 Dollars ($55,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed One Hundred Five Thousand and 00 /100 Dollars ($105,000.00). 2. Method of Compensation: Payment by the City for goods and services will be made after the delivery of goods or services have been performed. A voucher or invoice shall be submitted day the Contractor to be approved by the City representative. Payment shall be made on a monthly basis, thirty (30) days after receipt of such voucher or invoice. Good and Services shall reflect the prices listed below and shall remain constant for the duration of this agreement. Sodium Hypochlorite 12.5% Sodium Hypochlorite 12.5% Acid Magic No Skin Burn/Reduced Fuming Muriatic Acid, HASA Calcium Chloride 96 -98% Sodium Bicarbonate Prices do not include Washington State sales tax. Bulk Delivery per Gallon 15 Gal. Carboy 15 Gal. Carboy 1 Gallon 501b. Bag 501b. Bag $2.58 $64.20 $103.14 $8.75 ea. $27.26 ea. $22.99 ea. AMENDMENT - 3 - 3/2017 Client #: 134104 ORCAPACI ACORD- CERTIFICATE OF LIABILITY INSURANCE DAIF (MM UDIYYYY) 12/20/2017 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 Propel Insurance Tacoma Commercial Insurance 1201 Pacific Ave, Suite 1000 Tacoma, WA 98402 CONTACT Li NAME: sa Anderson (A /CNNo, Eat): 800 499 -0933 FAX ): 866 577 -1326 E-MAIL L isa.Anderson Pro ellnsurance.com ADDRESS: p INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Crum & Forster Specialty Insura 44520 INSURED Orca Pacific, Inc. 280 44th Street NW Auburn, WA 98001 INSURER B : Travelers Indemnity Company of 25666 INSURER C : Travelers Casualty Ins Co. of A 19046 INSURER D : 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 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. LTRR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM /DD/YYEYYY) (MM /DDJYYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X EPK120615 01/01/2018 01/01/2019 EACH OCCURRENCE $1,000,000 $50,000 PREMISES (ERENTED nce) CLAIMS -MADE OCCUR MED EXP (Any one person) $5 000 X BI /PD Ded:5,000 PERSONAL 8 ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L X AGGREGATE LIMIT APPLIES PER: POLICY I I JPRO I I LOC OTHER: PRODUCTS - COMP/OP AGG $ 2,000,000 $ C AUTOMOBILE X X X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS 1000 Ded Comp X X SCHEDULED AUTOS AON GOWNED 1000 Ded Coll X X BA3K087318 01/01/ 2018 01/01/2019 (aacecNdennlINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ - -- DAMAGE PROPERTY ccident (Per accident) $ $ 01/01/2018 01/01/2019 EACH OCCURRENCE $2,000,000 $2,000,000 A x UMBRELLA LIAB EXCESS LIAB X _ OCCUR CLAIMS -MADE X X EFX109714 AGGREGATE $ DED X RETENT ON $0 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below v/N N N / A EPK120615 WA Stop Gap ONLY 01/01/2018 01/01/2019 STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 B Leased /Rent Equip 6603K249059 01/01/2018 01/01/2019 $25,000 Limit I$500 Ded DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Operations performed by the Named Insured. CERTIFICATE HOLDER CANCELLATION Federal Way Community Center 876 South 333rd Federal Way, WA 98003 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 /-'' %'t6,e;;✓`' 11/44 'e8.tt,b,i... ACORD 25 (2014/01) 1 of 1 #S2989922/M2989767 © 1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD narne and logo are registered marks of ACORD LMA00 This page has been left blank intentionally. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) or Organization(s) Where Required By Written Contract SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but only with respect to liability caused, in whole or in part, by your work" for that insured which is performed by you or by those acting on your behalf. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0111 -0211 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART ONSITE CLEANUP COVERAGE PART SCHEDULE Name of Person(s) or Organization(s) Where Required by Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. SECTION VI — COMMON CONDITIONS, item 17. Transfer Of Rights of Recovery Against Others To Us within the Common Provisions is amended by the addition of the following: Solely as respects the person(s) or organization(s) indicated in the Schedule shown above, we waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for "damages" arising out of your ongoing operations or your work" performed under a written contract with that person(s) or organization(s) and included in the "products - completed operations hazard ". However, this waiver shall not apply to "damages" resulting from the sole negligence of the person(s) or organization(s) indicated in the Schedule shown above. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0109 -0211 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON - CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) Where Required by Written Contract A. SECTION III — WHO 15 AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but solely with respect to "claims" caused in whole or in part, by your work" for that person or organization performed by you, or by those acting on your behalf. This insurance shall be primary and non - contributory, but only in the event of a named insured's sole negligence. B. We waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for "damages" arising out of your work" performed under a designated project or contract with that person(s) or organization(s). C. This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0118 -0211 Page 1 of 1 This page has been left blank intentionally. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS E. TRAILERS — INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION I1 — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em- ployee's" name, with your permission, while CA T4 20 02 16 H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT I. WAIVER OF DEDUCTIBLE — GLASS J. PERSONAL PROPERTY K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.6., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto ". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs, D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II — COVERED AUTOS LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II — COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS — INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I — COVERED AUTOS: 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto ", then the Physical Damage Cover- age is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a) (b) $50,000; The actual cash value of the damaged or stolen property as of the time of the "loss "; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. Page 2 of 3 (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss ". If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto ". (3) (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee ". G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT— INCREASED LIMIT Paragraph C.1.b. of SECTION III — PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION 11I — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION 111 — PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured "; and (2) In or on your covered "auto ". This coverage only applies in the event of a total theft of your covered "auto ". No deductibles apply to Personal Property cover- age. © 2015 The Travelers Indemnity Company. All rights reserved Includes copyrighted material of Insurance Services Office, Inc. with its permission. CA T4 20 02 16 K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss ". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto "; and CA T4 20 02 16 COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time of the "loss'; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and Carry-over balances from previous loans or leases, (e) M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.6., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 6. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss ", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission, This page has been left blank intentionally. IRETURN TO: Dow I C EXT: get CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: PARKS/FWCC 2. ORIGINATING STAFF PERSON: CRAIG FELDMAN 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) EXT: 6945 3. DATE REQ. BY: NOVEMBER 14, 2016 ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT X GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: GOODS AND SERVICES AGREEMENT FOR COMMUNITY CENTER POOL CHEMICALS 6. NAME OF CONTRACTOR: ORCA PACIFIC INC. ADDRESS: 204 44TH STREET NW AUBURN, WA 98001 E -MAIL: W W W.ORCAPACIFIC.COM SIGNATURE NAME: AARON KIMURA TELEPHONE 253- 867 -0303 FAX:253- 867 -5695 TITLE: PRESIDENT 7. EXHIBITS AND ATTACHMENTS: X SCOPE, WORK OR SERVICES X COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 1, 2017 COMPENSATION $50,000.000 (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, $ RETAINAGE: RETAINAGE AMOUNT: COMPLETION DATE: DECEMBER 31, 2017 itor PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED URCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 11 - 1z60 -- 351- 5-1s- 51- 31 IAL / DAT REV EWED it INITIAL / DATE APPROVED in Lb Ib glac «.1 11 t Se - (6 1Z" /l1, COMMITTEE APPROVAL DATE: � 12-�f �j COUNCIL 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: (2-17 f((, DATE REC'D: 1242.i / ( L ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED ❑ LAW DEPARTMENT ❑ CHIEF OF STAFF SIGNATORY (MA_ Y(2RQR DIRECTOR) CITY CLERK ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: 11-002 61- -17 COMMENTS: folbsv4 64. ;y �Q -(�'e' - Gow►Ptmb ei .11,14C1-4+ A, Ave, 'Io kow waark Is +0 b° CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com GOODS AND SERVICES AGREEMENT FOR COMMUNITY CENTER POOL CHEMICALS This Goods and Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and ORCA Pacific, 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: ORCA PACIFIC, INC: Aaron Kimura 280 44th Street NW Auburn, WA 98001 (253) 867 -0303 (telephone) (253) 867 -5695 (facsimile) www.orcapacific.com The Parties agree as follows: CITY OF FEDERAL WAY: Craig Feldman 33325 8th Avenue S. Federal Way, WA 98003 -6325 (253) 835 -6945 (telephone) (253) 835 -6929 (facsimile) craig.feldman@cityoffederalway.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2017 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A," attached hereto and incorporated by this reference ( "Work "), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by GOODS AND SERVICES AGREEMENT - 1 - 1/2015 A 44CITY ov ., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyoffederalway. com the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and /or the City may deduct its costs from any remaining payments due to the Contractor. 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 on the signature block of this Agreement. 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 Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate 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 specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does 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 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. GOODS AND SERVICES AGREEMENT - 2 - 1/2015 44x_, Pecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -8325 (253) 835 -7000 awvw cityoffederalway. com 4.4 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 Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 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 performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further 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 GOODS AND SERVICES AGREEMENT - 3 - 1/2015 4. atr oc Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com 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. 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 authorized representative, the State Auditor, or other governmental officials authorized by GOODS AND SERVICES AGREEMENT - 4 - 1/2015 CITY OF Federal Way law to monitor this Agreement. CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityofederalway. com 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. 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, income, or other tax which may arise as an incident of employment, 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. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296 -155 WAC), General Safety and Health Standards (Chapter 296 -24 WAC), and General Occupational Health Standards (Chapter 296 -62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 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, GOODS AND SERVICES AGREEMENT - 5 - 1/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, 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 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 GOODS AND SERVICES AGREEMENT - 6 - 1/2015 44h., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 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 maybe 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] GOODS AND SERVICES AGREEMENT 7 1/2015 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -8325 (253) 835 -7000 www.cityoffederalway.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: / /gib ORCA PACIFIC, INC: Title: /) 0 /-112 DATE: 0,1(,-- .,1 (/1 -- I U/ STATE OF WASHINGTON ) �l ) ss. COUNTY OF S t vc, ) ATTEST: Ci 1: k, Stephanie Court MC APPROVED AS TO FORM: U CJ/ L City Attorney, Pr gion %k\ On this day personally appeared before me Ap,no,...) 1</, „� yc_, to me known to be the �St N of ©'Zc.tA. TN C 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 h,a official seal this /(0 day of , - at , 20L ',�,' W BR0%,,'�, - V o ��ssioN R,pA, ti, ,�; ;° .N0TARyA,�-m �'�►'\ PUBLIC =,y), ��3p.2o1o, ,k02 cl Notary's signature /mow! _ Notary's printed nameW g-,� Notary Public in and for the State of Washington. My commission expires fa -60 - ZOI GOODS AND SERVICES AGREEMENT 8 1/2015 �Fecleral Way EXHIBIT "A" SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway.. com Contractor shall provide the following goods and services: Swimming pool disinfectant and water balancing chemicals ordered on an as needed basis and delivered to the Federal Way Community Center, located at 876 South 333rd, Federal Way, Washington. Delivery times shall be scheduled in advance with a City representative. Delivery drivers will place all products in chemical room and change drums over as needed. Contractor will guarantee the quality of the products and will replace, at no charge, any chemicals that are found to be unsatisfactory. Contractor is authorized to perform basic functions on the Chemtrol PC5000 automatic chemical feeding system and may reset machines when needed. Drivers should possess a Washington State CDL with a Class C (Hazmat) endorsement. Contractor will remain registered with CHEMTREC and will be available 24 hours a day for chemical spills and emergency response needs. Contractor shall be responsible for the unloading of above said chemicals and their placement in the designated storage areas. Contractor agrees to provide, install and maintain bulk storage containers for chlorine at no charge to the City. Contractor will be responsible for the removal of all empty acid containers. Contractor agrees to supply all parts and services needed to maintain chemical feeding system and to provide technical assistance as needed to repair and maintain above said systems at a price consistent with fair market value. A quote shall be issued before any work is begun and all removed parts shall be returned to the City representative or his/her designee. GOODS AND SERVICES AGREEMENT 9 1/2015 ••„6- Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.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 NO /100 Dollars ($50,000.00). 2. Method of Compensation: Payment by the City will be made after delivery of goods and services have been performed. A voucher or invoice shall be submitted by Contractor to be approved by a City representative. Payment shall be made on a monthly basis, thirty (30) days after receipt of such voucher or invoice. Goods and services shall reflect the prices listed below and shall remain constant for the duration of this agreement: Sodium Hypochlorite 12.5% Sodium Hypochlorite 12.5% Acid Magic No Skin Burn/Reduced Fuming Muriatic Acid, HASA Calcium Chloride 96 -98% Sodium Bicarbonate Prices do not include Washington State sales tax. GOODS AND SERVICES AGREEMENT Bulk delivery per gallon 15 gallon carboy 15 gallon carboy 1 gallon 501b. bag 501b. bag - 10 - $2.09 $60.56 $97.33 $8.25 ea. $25.96 ea. $21.90 ea. 1/2015 ACORDr5 Client #: 134104 ORCAPACI CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 12/29/2016 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 Propel Insurance Tacoma Commercial Insurance 1201 Pacific Ave, Suite 1000 Tacoma, WA 98402 CONTACT Lisa sa Anderson PHONE 800 499 -0933 FAX (A/C, No) 866 577 -1326 : E -MAIL Lisa.Anderson@propelinsurance.com ADDRESS: �p ro p INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Crum & Forster Specialty Insura 44520 INSURED Orca Pacific, Inc. 280 44th Street NW Auburn, WA 98001 INSURER e : American Fire and Casualty Comp 24066 INSURER C : INSURER D : 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 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 (MM /DD/YYYY) POLICY EXP (MM /DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X EPK115279 01/01/2017 01/01/2018 EACH OCCURRENCE $1,000,000 $50,000 PREMISES ( tguErD nce) CLAIMS -MADE X OCCUR MED EXP (Anyone person) $5,000 $1,000,000 X BI /PD Ded:5,000 PERSONAL & ADV INJURY GENERAL AGGREGATE s2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JECOT PER: LOC PRODUCTS - COMP /OPAGG $2,000,000 $ B AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X SCHEDULED AUTOS A UUTOSWNED X X BAA55004898 01/01/2017 01/01/2018 (Ca M.Bident11NGLELIMIT 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ P DAMAGE erry accident) $ $ A x UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X X EFX106615 01/01/2017 01/01/2018 EACH OCCURRENCE $2,000,000 $2,000,000 AGGREGATE $ DED RETENTION $0 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 EPK115279 WA Stop Gap Only 01/01/2017 01/01/2018 STATUTE ERH E.L. EACH ACCIDENT $1,000,000 $1,000,000 $1,000,000 E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE Operations performed by the Named Insured. CERTIFICATE HOLDER CANCELLATION Federal Way Community Center 876 South 333rd Federal Way, WA 98003 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 #S2533349/M2533341 © 1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD LMA00 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) or Organization(s) Where Required By Written Contract SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but only with respect to liability caused, in whole or in part, by "your work" for that insured which is performed by you or by those acting on your behalf. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0111 -0211 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART ONSITE CLEANUP COVERAGE PART SCHEDULE Name of Person(s) or Organization(s) Where Required by Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. SECTION VI — COMMON CONDITIONS, item 17. Transfer Of Rights of Recovery Against Others To Us within the Common Provisions is amended by the addition of the following: Solely as respects the person(s) or organization(s) indicated in the Schedule shown above, we waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for "damages" arising out of your ongoing operations or "your work" performed under a written contract with that person(s) or organization(s) and included in the "products - completed operations hazard ". However, this waiver shall not apply to "damages" resulting from the sole negligence of the person(s) or organization(s) indicated in the Schedule shown above. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0109 -0211 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON - CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) Where Required by Written Contract A. SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but solely with respect to "claims" caused in whole or in part, by your work" for that person or organization performed by you, or by those acting on your behalf. This insurance shall be primary and non - contributory, but only in the event of a named insured's sole negligence. B. We waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for "damages" arising out of "your work" performed under a designated project or contract with that person(s) or organization(s). C. This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0118 -0211 Page 1 of 1 This page has been left blank intentionally. COMMERCIAL AUTO CA 88 10 01 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 18 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 21 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 22 EXTRA EXPENSE — BROADENED COVERAGE 10 GLASS REPAIR — WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE(including employee hired auto) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE — ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 17 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 19 SECTION II — LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II — LIABILITY COVERAGE, paragraph A.1. —WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self- insured retention plan available to that organization; CA 88 10 01 10 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION 11 — LIABILITY COVERAGE, paragraph A.1. —WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee ". An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee ". g. 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION 11 — LIABILITY COVERAGE, paragraph A.1. —WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto ", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured ". However, such person or organization is an "insured ": (1) Only with respect to the operation, maintenance or use of a covered "auto "; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION 11 — LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earnings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II — LIABILITY, exclusion B.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III — PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos ": a. You hire, rent or borrow; or CA88100110 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss "; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $750 per "accident ", we will also cover the actual loss of use of the hired "auto" if it results from an "accident ", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee ". For the purposes of this provision, SECTION V — DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III — PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks ", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 — 20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE- ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500 CA 88 10 01 10 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss ", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto ". d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V — DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclusions 4.c. and 4.d. is deleted and replaced with the following: CA 88 10 01 10 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto "; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss ", b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan ", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto ", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto ", i. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss ". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss ". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V — DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. CA 88 10 01 10 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, with its permission. Page 5 of 7 15. GLASS REPAIR - WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured "; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. SECTION IV — BUSINESS AUTO CONDITIONS is amended as follows: 17. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 18. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV — BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident ", claim, "suit" or "loss ", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 19. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV — BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss ", our rights are waived also. CA 88 10 01 10 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, with its permission. Page 6 of 7 20. HIRED AUTO COVERAGE TERRITORY SECTION IV — BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit ", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V — DEFINITIONS is amended as follows: 21. BODILY INJURY REDEFINED Under SECTION V — DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 22. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A.— CANCELLATION condition applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancellation. CA 88 10 01 10 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, with its permission. Page 7 of 7 This page has been left blank intentionally.