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AG 17-050 - Xtreme Graphix
RETURN TO: unary.i EXT: 6901 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Parks 2. ORIGINATING STAFF PERSON: Steve ikerd EXT: 6911 3. DATE REQ.BY: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G„BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT(AG#):67-050 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Park signs 6. NAME OF CONTRACTOR: xtreme Graphix,Inc. ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME _........................................TITLE.. .... ....................... 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: March 22,2017 COMPLETION DATE: 12131/2022 19,600 9. TOTAL COMPENSATION$ 19,800+ +$1,800=$39,600 (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 AYES ®NO IF YES,$..................................................................................................................._.........................................-. PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 001-7100-331-576-80-312 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW ........ ,,r ..........t...�._... 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: m ........ mmmm 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.) INI'I"IAL/DAI'E SIGNED i] LA DEPARTMENT IGNATORY(MAYOR OR DIRECTOR) p ❑ CITY CLERK ww. ) ... ElASSIGNED AG# AG# . K0 ❑ SIGNED COPY RETURNED DATE SENT: w COMMENTS: Wnm'7 33325 Sten Avenue South Federal Way F d a" �Way,WA 98003-6325 (2.53)835-7000 www d1yoffedpralwaycom AMENDMENT NO. 1 TO GOODS AND SERVICES AGREEMENT FOR PARK SIGNS This Amendment ("Amendment No. I") is made between the City of Federal Way, a Washington municipal corporation("City"),and Xtreme Graphix,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 Park Signs ("Agreement") dated effective March 22, 2017, 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, 2022 ("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(s)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 ra 333 8th AvenuSouth llmlllllmlede� l WayderW Way,WA 08003...0025 V:Z%�6 (253) 35-7000 IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: n By: j _..... ...... i - eracllMayor "ephanie", CoUu-rCn"eyCMCtiy Clerk DATE: w APPROVE A s) I. ORM: J. Ryan Call, City Attorney AMENDMENT -2 - 3/2017 A'! 3332.5 8th Avenue SOUth Fed�eral Way FedprW Way,WA 98003-6325 ( Vis ) 835-700 www cityoffedetah sgAcorn XTREME GRAPHIX,INC. _ Printed Name: Title: .. . Date: _ . STATE OF WASHINGTON ) ss. COUNTY OF . On this day personally appeared before mem to me known to be the ..... ....... of that executed the foregoing instrument,and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein mentioned,and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. LL .�?0„ o GIVEN m hand and official seal this, �' day of ,, � Notary's signature � � Notary's printed name Notary Public in and for the State of Washington. My commission expires ` My commission expires AMENDMENT - 3 - 3/2017 CITY OF CITY 11 MILL 33325 Sth Avenue South r-ederal Way IFedeirW Way,'WDA 98003-6325 ( ) 835-7000 www aWoffoderWway corn EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Eighteen Thousand and No/100 Dollars ($18,000.00) and Washington State sales tax equal to One Thousand Eight Hundred and No/100 Dollars ($1,800.00) for a total of Nineteen Thousand Eight Hundred and No/100 Dollars ($19,800.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Thirty-Nine Thousand Six Hundred and No/100 Dollars ($39,600.00). AMENDMENT - 4 - 3/2017 TO: RETURN EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: PAR,645 2. ORIGINATING STAFF PERSON: areit l 14r EXT: =f -= 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL ❑ PUBLIC WORKS CONTRACT O P FESSIONALSERVICEAGREEMENT GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER 5. PROJECT NAME: 195 Or¢,rA ra •hoc. TELEPHONE 2. 3, FAX: 6. NAME OF CONTRACTOR: ADDRESS: E -MAIL: SIGNATURE NAME: .3-ay Cr ou -V *4- TITLE akm r 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 1 • I - 2.011 COMPLETION DATE: • 3 I ' ZO�� 9. TOTAL COMPENSATION $ 1 V wV 4 Boa -X t cl v _ _ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LAISOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ,2tfvO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED derYES ❑ NO IF YES, $ PAID BY: CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ApJRCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW JROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) d LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR ❑ ATTACH: SIGNATURE AUTHORITY, ❑ LAW DEPARTMENT IJSIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITIAL / DATE REVIEWED ts 14.0 INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: Ni A COUNCIL APPROVAL DATE: NA DATE SENT: I � S / 1 le INSURANCE CERTIFICATE, LICENSES, INITIAL / DAT IGNED `Vic- - 'j ito DATE REC'D: -1/1. / 1 -4 EXHIBITS 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 PARK SIGNS This Goods and Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Xtreme Graphix 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: XTREME GRAPHIX, INC.: Jay Crouchet, Owner 19208 78th Street East Bonney Lake, WA 98391 253- 232 -9873 (telephone) stickerjay @msn.com The Parties agree as follows: CITY OF FEDERAL WAY: H. Stephen Ikerd, Parks Deputy Director 33325 8t Ave. S. Federal Way, WA 98003 -6325 (253) 835 -6911 (telephone) Steve.ikerd@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, 2019 ( "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 the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to GOODS AND SERVICES AGREEMENT - 1 - 1/2015 CITY ov Federal Way accomplish the correction. CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway. com 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 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.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■‘,- 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 cityoffederalway. 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 aNtk■.- 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 CITY OF 4.- 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 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvay. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY DATE: S/79.9-A°7 XTREME GRAPHIX, INC. By: Printed Name: SA/ Title: ow„v k Q ( ouc Mt j DATE: // ATTEST: C tephanie Co rtney, CMC APPROVED AS TO FORM: cd,c City Attorney, 3. `lival M STATE OF WASHINGTON ) � ) ss. COUNTY OF 'ec . ) On this day personally appeared before me c:3. �t'C%\, , to me known to be the of -f,\ \ ��. 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 JQf .. Q; Notary's signature Notary's printed name Notary Public in and for the State of Washington. My commission expires 1 - \°Q , 20 >—k GOODS AND SERVICES AGREEMENT 8 1/2015 44CRY OF e. .._ Federal Way EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: Provide standard park signs and custom designed signage as needed. CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityofederalway. com GOODS AND SERVICES AGREEMENT 9 1/2015 CITY OF Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Eighteen Thousand and No /100 Dollars ($18,000.00) and Washington State sales tax equal to One Thousand Eight Hundred and No /100 Dollars ($1,800.00) for a total of Nineteen Thousand Eight Hundred and No /100 Dollars ($19,800.00). 2. Method of Compensation: Sign pricing schedule 2017 — 2019 (tax not included) 24 "x 30" Park Rules sign on 3mm di -bond - $45.00 each 24 "x 30" Park Rules sign on 3mm di -bond - $55.00 each 12 "x 24" emphasis sign on 3mm di -bond - $18.00 each 12 "x 24" emphasis sign on 3mm di -bond - $22.00 each 44' x 72" Monument sign on 3mm di -bond - $350.00 each with anti - graffiti laminate. 18" x 24" misc. sign on 3mm di -bond - $27.00 18" x 24" misc. sign on 6mm di -bond - $33.00 12" x 18" misc. sign on 3mm di -bond - $13.50 each 12" x 18" misc. sign on 6mm di -bond - $16.50 24" x 36" yard type sign, one sided on 4mm plastic corrugated plastic - $17.00 each One hour graphic design work included for first hour. $55.00 per hour for additional services. GOODS AND SERVICES AGREEMENT - 10 - 1/2015 1100 POLICY NUMBER 46X0492801 46X0492801 AMERICAN FAMILY MUTUAL INSURANCE COMPANY MADISON, WISCONSIN 53783 -0001 BUSINESSOWNERS POLICY DECLARATIONS NAMED JAY CROUCHET INSURED DBA EXTREME GRAPHICS MAILING 19208 78TH ST E ADDRESS BONNEY LAKE, WA 98391 -7103 POLICY PERIOD FROM 06 -01 -2016 TO 06 -01 -2017 12:01 A.M. Standard Time at your mailing address shown above. 08 000 CMC081 CUSTOMER BILLING ACCOUNT 015- 912 -455 47 FORM OF BUSINESS INDIVIDUAL In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. SECTION I PROPERTY COVERAGE PROVIDED INSURANCE AT THE FOLLOWING DESCRIBED PREMISES ONLY FOR COVERAGES FOR WHICH A LIMIT OF INSURANCE IS SHOWN UNLESS COVERAGE IS PROVIDED BY AN ENDORSEMENT. DESCRIPTION OF PREMISES PREMISES NO. 0001 BUILDING NO. 001 LOCATION 2913 142ND AVE E SUMNER, WA 98390 -9504 BUILDING INTEREST TENANT PREDOMINANT OCCUPANCY SIGN /BANNER SHOP CONSTRUCTION JOISTED MASONRY CERTIFIED ACTS OF TERRORISM $3.00 EXCLUSION - FIRE EXCEPTION PROPERTY DEDUCTIBLE $1,000 OTHER PROPERTY DEDUCTIBLE(S) OPTIONAL COVERAGE /GLASS DEDUCTIBLE $500 COVERAGE LIMIT OF INSURANCE PREMIUM BUSINESS PERSONAL PROPERTY $347,963 $3,415,00 REPLACEMENT COST AUTOMATIC INCREASE IN COVERAGE 47. ADDITIONAL COVERAGE LIMIT OF INSURANCE PREMIUM BUSINESS INCOME ACTUAL LOSS SUSTAINED INCLUDED AGENT 007 -354 PHONE PAGE 0001 MANDON FOLEY 253 - 565 -0756 BRANCH CMC081 RENW 5005 CENTER ST STE A ENTRY DATE 03 -03 -2016 TACOMA, WA 98409 -2347 BP AF 01 01 16 INSURED Stock No, 15141 Includes copyrighted material of Insurance Services Office, Inc , with its permission 1100 POLICY NUMBER 46X0492801 46X0492801 08 000 CMCO81 AMERICAN FAMILY MUTUAL INSURANCE COMPANY MADISON, WISCONSIN 53783 -0001 BUSINESSOWNERS POLICY DECLARATIONS CUSTOMER BILLING ACCOUNT 015- 912 -455 47 Property forms and endorsements applying to this premises and made part of this policy at time of issue: Any endorsement followed by a state abbreviation will only apply to coverages within this state. BP 85 17 09 15 BP 84 10 07 98 BP 85 11 12 08 TOTAL ADVANCE PROPERTY PREMIUM $3,418.00 Property forms and endorsements applying to all premises and made part of this policy at time of issue: Any endorsement followed by a state abbreviation will only apply to coverages within this state. BP 06 01 01 07 BP 83 01 07 98 BP 83 02 01 07 SECTION II LIABILITY AND MEDICAL EXPENSES Each paid claim for the following coverages reduces the amount of insurance we provide during the applicable annual period. Please refer to Section II Liability in the BUSINESSOWNERS COVERAGE FORM and any attached endorsements. COVERAGE LIMIT OF INSURANCE AGGREGATE LIMIT (OTHER THAN PRODUCTS COMPLETED OPERATIONS) $2,000,000 PRODUCTS - COMPLETED OPERATIONS AGGREGATE LIMIT $2,000,000 DAMAGE TO PREMISES RENTED TO YOU SEE BP 04 55 LIABILITY AND MEDICAL EXPENSES $1,000,000 PREM 0001 BLDG 001 MEDICAL EXPENSES - ANY ONE PERSON $5,000 LOCATION PREMIUM BASIS RATE ADVANCE PREMIUM PREMISES NO. 0001 BUILDING NO. 001 2700 SQUARE FOOTAGE $224.00 APPLICABLE BUSINESS LIABILITY ENDORSEMENT CHARGES TOTAL ADVANCE BUSINESS LIABILITY PREMIUM $166.00 $390.00 Liability forms and endorsements applying to all premises and made part of this policy at time of issue: Any endorsement followed by a state abbreviation will only apply to coverages within this state. BP 04 39 07 02 BP 04 93 01 06 BP 10 05 07 02 BP 85 10 07 98 BP 04 48 01 06 BP 05 17 01 06 BP 84 24 01 07 BP 85 12 01 06 BP 04 54 01 06 BP 05 98 01 06 BP 85 04 07 10 BP 88 05 02 15 BP 04 55 01 06 BP 06 69 01 06 BP 85 05 07 98WA TOTAL ADVANCE BUSINESS PREMIUM $3,808.00 This premium may be subject to adjustment. You may be charged a fee when: (a) you pay Tess than the full amount due; (b) your payment is late; and /or (c) when your bank does not honor your check or electronic payment. Refer to your Billing Notice for fee amounts. Forms and endorsements applying to property and liability at all premises and made part of this policy at time of issue: Any endorsement followed by a state abbreviation will only apply to coverages within this state. BP IN 01 01 06 BP 00 03 01 06 BP 01 06 01 08 BP 04 73 01 06 BP 05 01 07 02 BP 05 15 01 15 BP 05 18 01 15 BP 05 24 01 15 BP 05 41 01 15 BP 80 01 01 07 AGENT 007 -354 PHONE PAGE 0002 MADDON FOLEY 253 - 565 -0756 BRANCH CMC081 RENW 5005 CENTER ST STE A ENTRY DATE 03 -03 -2016 TACOMA, WA 98409 -2347 BP AF 01 01 16 INSURED Includes copyrighted material of Insurance Services Office, Inc , with its permission Stock No. 15141 1100 POLICY NUMBER 46X0492801 AUTHORIZED REPRESENTATIVE President 46X0492801 AMERICAN FAMILY MUTUAL INSURANCE COMPANY MADISON, WISCONSIN 53783 -0001 BUSINESSOWNERS POLICY DECLARATIONS COUNTERSIGNED Secretary LICENSED RESIDENT AGENT 08 000 CMC081 CUSTOMER BILLING ACCOUNT 015 - 912 -455 47 AGENT 007 -354 PHONE PAGE 0003 MANDON FOLEY 253- 565 -0756 BRANCH CMC081 RENW 5005 CENTER ST STE A ENTRY DATE 03 -03 -2016 TACOMA, WA 98409 -2347 BP AF 01 01 16 INSURED Stock No. 15141 Includes copyrighted material of Insurance Services Office, Inc , with its permission 1100 46X0492801 08 000 CMCO81 BUSINESSOWNERS BP85170915 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. UNMATCHED PROPERTY DAMAGE EXCLUSION ENDORSEMENT AND APPRAISAL CHANGES This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM A. The Following is Added to E. Property Loss Conditions: 9. Undamaged material We will not pay to repair or replace undamaged material due to mismatch between undamaged material and new material used to repair or replace damaged material. We do not cover the loss in value to any property due to mismatch between undamaged material and new material used to repair or replace damaged material. E. Property Loss Conditions 2. Appraisal is replaced by: 2. Appraisal This applies after we confirm that the damage due to a loss is covered. If you and we fail to agree on the dollar amount of the damage, either may demand that such amount be set by appraisal. In this event, each party will choose a competent and disinterested appraiser within 20 days after receiving a written request from the other. Each appraiser will separately set the dollar amount of the damage. Such amounts must be determined according to all terms of this policy including those in Section I — Property E.5 Loss Payment. If both appraisers submit written reports to us of their agreement of the amount, such amount will be the dollar amount of the damage. If they fail to agree within 20 days, they must choose a competent and disinterested umpire. If they cannot agree on the choice within 20 days, you and we must jointly request that the choice of a competent and disinterested umpire be made by a judge of a court having jurisdiction. The appraisers will then submit their differences to the umpire. Written agreement signed by any two of these three wit set the dollar amount of the damage. The appraisal determination of dollar amount of the damage is binding upon you and us. This appraisal process and authority granted to the appraisers and the umpire can only be expanded and modified by written mutual consent signed by you and us, We will pay our appraiser. You will pay your appraiser. Other expenses and the compensation of the umpire will be paid equally by you and us. Appraisal does not waive our rights. The appraisers and umpires are not authorized to determine coverage, exclusions, conditions, forfeiture provisions, conditions precedent, or any other contractual issues that may exist between you and us. The appraisal award cannot be used by either you or us in any proceeding concerning coverage, exclusions, forfeiture provisions, conditions precedent, or other contractual issues. However, once contractual liability is admitted or determined independent of the appraisal process, the appraisal award is binding upon you and us. Interest will not accrue on any award or judgment for the recovery of money set by appraisal until that time. BP85170915 Includes copyrighted material of Insurance Services Office, nc with its permission Stock No 36094 1100 46X0492801 08 000 CMC081 POLICY NUMBER: 46X0492801 BUSINESSOWNERS BP 05 15 01 15 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE SCHEDULE - PART I Terrorism Premium (Certified Acts) $ Additional information, if any, concerning the terrorism premium: SCHEDULE - PART II Federal share of terrorism losses % Year: 20 (Refer to Paragraph B. in this endorsement.) Federal share of terrorism losses % Year: 20 (Refer to Paragraph B. in this endorsement.) Federal share of terrorism losses is 85% through 2015; 84% beginning January 1, 2016; 83% beginning January 1, 2017; 82% beginning January 1, 2018; 81% beginning January 1, 2019 and 80% beginning January 1, 2020. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals a percentage (as shown in Part 11 of the Schedule of this endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury, BP 05150115 © Insurance Services Office, Inc., 2015 Stock No 22651 1100 46X0492801 08 000 CMCO81 BUSINESSOWNERS BP 05 18 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON — AMENDMENT OF TERRORISM EXCLUSIONS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following provision is added to Section 1— Property of Businessowners Coverage Form BP 00 03: A. If this Policy (or an endorsement to this Policy) excludes loss or damage caused by a "certified act of terrorism" or "terrorism ", the following paragraph is added to such exclusion(s) and supersedes any provision to the contrary. Loss or damage will be considered to have been caused by such excluded event if the occurrence of that event: 1. Directly and solely results in loss or damage; or 2. Initiates a sequence of events that results in loss or damage, regardless of the nature of any intermediate or final event in that sequence. The following provision is added to Section II — Liability of Businessowners Coverage Form BP 00 03: B. If Endorsement BP 05 64, BP 05 65, BP 05 67 or BP 05 68 is attached to this Policy, the following provision in Paragraph C.2. Exclusion Of Terrorism, is deleted: Any injury or damage" is excluded regardless of any other cause or event that contributes concurrently or in any sequence to such injury or damage. BP05180115 0Insurance Services Office, Inc ., 2015 Slock No 25967 1100 46X0492801 08 000 CMC081 BUSINESSOWNERS BP05240115 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE The Exception Covering Certain Fire Losses (Paragraph B.2.) applies to property located in the following state(s): Georgia, Illinois, Iowa, Missouri, Oregon, Washington, Wisconsin Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. The following provisions are added to the Businessowners Policy and apply to Property and Liability Coverages: 1. The following definition is added with respect to the provisions of this endorsement: "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and b. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Govemment by coercion. 2. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for loss or injury or damage that is otherwise excluded under this Policy. B. The following provisions are added to Businessowners Standard Property Coverage Form BP 00 01, Businessowners Special Property Coverage Form BP 00 02 or Section I — Property of Businessowners Coverage Form BP 00 03: 1. The following exclusion is added: CERTIFIED ACT OF TERRORISM EXCLUSION We will not pay for loss or damage caused directly or indirectly by a "certified act of terrorism ". Such loss or damage is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss. BP 05 24 01 15 2. Exception Covering Certain Fire Losses The following exception to the exclusion in Paragraph B.1. applies only if indicated and as indicated in the Schedule of this endorsement. If a "certified act of terrorism" results in fire, we will pay for the loss or damage caused by that fire. Such coverage for fire applies only to direct loss or damage by fire to Covered Property. Therefore, for example, the coverage does not apply to insurance provided under Business Income and/or Extra Expense Additional Coverages. If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. C. The following provision is added to the Businessowners Liability Coverage Form BP 00 06 or Section II — Liability of the Businessowners Coverage Form BP 00 03: 1. The following exclusion is added: This insurance does not apply to: TERRORISM "Any injury or damage" arising, directly or indirectly, out of a "certified act of terrorism ". 2. The following definition is added: For the purposes of this endorsement, any injury or damage" means any injury or damage covered under any Coverage Form to which this endorsement is applicable, and includes but is not limited to "bodily injury", "property damage" or "personal and advertising injury" as may be defined in any applicable Coverage Form. © Insurance Services Office, Inc , 2015 Stock No. 23685 1100 46X0492801 08 000 CMC081 BUSINESSOWNERS BP 05 41 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF CERTIFIED ACTS OF TERRORISM AND EXCLUSION OF OTHER ACTS OF TERRORISM COMMITTED OUTSIDE THE UNITED STATES This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following provisions are added to the Businessowners Liability Coverage Form BP 00 06 and Section II — Liability of the Businessowners Coverage Form BP 00 03: A. The following exclusion is added: This insurance does not apply to: TERRORISM Any injury or damage" arising directly or indirectly, out of a "certified act of terrorism ", or out of an "other act of terrorism" that is committed outside of the United States (including its territories and possessions and Puerto Rico), but within the "coverage territory". However, with respect to an "other act of terrorism ", this exclusion applies only when one or more of the following are attributed to such act: 1. The total of insured damage to at types of property exceeds $25,000,000 (valued in U.S. dollars). In determining whether the $25,000,000 threshold is exceeded, we will include all insured damage sustained by property of at persons and entities affected by the terrorism and business interruption losses sustained by owners or occupants of the damaged property. For the purpose of this provision, insured damage means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or 2. Fifty or more persons sustain death or serious physical injury. For the purposes of this provision, serious physical injury means: a. Physical injury that involves a substantial risk of death; or b. Protracted and obvious physical disfigurement; or c. Protracted loss of or impairment of the function of a bodily member or organ; or 3. The terrorism involves the use, release or escape of nuclear materials, or directly or indirectly results in nuclear reaction or radiation or radioactive contamination; or 4. The terrorism is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or 5. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the terrorism was to release such materials. With respect to this exclusion, Paragraphs 1. and 2. describe the thresholds used to measure the magnitude of an incident of an "other act of terrorism" and the circumstances in which the threshold will apply for the purpose of determining whether this exclusion will apply to that incident. B. The following definitions are added: BP 05 41 01 15 1. For the purposes of this endorsement, any injury or damage" means any injury or damage covered under any Coverage Form to which this endorsement is applicable, and includes but is not limited to "bodily injury", "property damage" or "personal and advertising injury" as may be defined in any applicable Coverage Form. 2. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a 'certified act of terrorism" include the following: a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; b. The act resulted in damage: (1) Within the United States (including its territories and possessions and Puerto Rico); or (2) Outside of the United States in the case of: (a) An air carrier (as defined in Section 40102 of title 49, United States Code) or United States flag vessel (or a vessel based principally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), regardless of where the loss occurs; or (b) The premises of any United States mission; and c. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. 3. "Other act of terrorism" means a violent act or an act that is dangerous to human life, property or infrastructure that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any govemment by coercion, and the act is not a "certified act of terrorism ". Multiple incidents of an "other act of terrorism" which occur within a seventy-two hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one incident, C. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Policy. © Insurance Services Office, Inc , 2015 Slock No 29264 1100 POLICY NUMBER: 46X0492801 46X0492801 08 000 CMC081 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM BUSINESSOWNERS BP 04 48 01 06 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): CITY OF FEDERAL WAY 33325 8TH AVE S FEDERAL WAY WA 98003 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II — Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. 8P04480106 ® ISO Properties, Inc., 2004 Stock No. 13799 1100 46X0492801 08 000 CM0081 POLICY NUMBER: 46X0492801 BUSINESSOWNERS BP 04 55 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROADENED COVERAGE FOR DAMAGE TO PREMISES RENTED TO YOU This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE A. Premises: B. Limit Of Insurance (Per Occurrence): 0001 BLDG. NO. 001 $100,000 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. With respect to the coverage provided under this endorsement, Section II — Liability is amended as follows: A. The final paragraph of B.1. Exclusions — Applicable To Business Liability Coverage is deleted and replaced by the following: With respect to the premises shown in the Schedule of this endorsement which are rented to you or temporarily occupied by you with the permission of the owner, Exclusions c., d., e., g., h., k., I., m., n. and o. do not apply to "property damage ". B. Paragraph D.2. Liability And Medical Expenses Limits Of Insurance is deleted and replaced by the following with respect to damage to the premises shown in the Schedule of this endorsement: The most we will pay under this endorsement for the sum of all damages because of all "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner is the Limit of Insurance shown in the Schedule. C. With respect to the premises shown in the Schedule of this endorsement, Paragraph D.3. is deleted. BP 04 55 0106 © ISO Properties, Inc , 2004 Stock No 13830 1100 POLICY NUMBER: 46X0492801 46X0492801 08 000 CMC081 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUILDING AND BUSINESS PERSONAL PROPERTY CHANGES This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM BUSINESSOWNERS BP8511 1208 SCHEDULE* Auxiliary Auxiliary Buildings Business Premises Building Building/ Personal Property No. No. Auxiliary Building /Structure Description Structure Limit Limit * Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. BP85111208 Includes copyrighted material of Insurance Services Office, Inc , with its permission Page 1 of 2 Stock No 19225 1100 46X0492801 08 000 CMC081 Section 1 - Property is amended as follows: A. Paragraph A.1. Covered Property is replaced with the following: Covered Property includes Building as described under Paragraph a. below, Business Personal Property as described under Paragraph b. below, Auxiliary Buildings /Structures as described under Paragraph c. below, Auxiliary Buildings Business Personal Property as described under Paragraph d. below, or all four, depending on whether a Limit of Insurance is shown in the Declarations for that type of property. Regardless of whether coverage is shown in the Declarations for Buildings, Business Personal Property, Auxiliary Buildings /Structures, Auxiliary Buildings Business Personal Property, or all four, there is no coverage for property described under Paragraph A.2. Property Not Covered. a. Building, means the described building shown in the Declarations, including: (1) Completed additions; (2) Fixtures, including outdoor fixtures; (3) Permanently installed: (a) Machinery; and (b) Equipment; (4) Your personal property in apartments, rooms or common areas fumished by you as landlord; (5) Personal property owned by you that is used to maintain or service the described building or the premises, including: (a) Fire extinguishing equipment; (b) Outdoor fumiture; (c) Floor coverings; and (d) Appliances used for refrigerating, ventilating, cooking, dishwashing or laundering; (6) If not covered by other insurance: (a) Additions under construction, alterations and repairs to the described building; (b) Materials, equipment, supplies and temporary structures, on or within 100 feet of the described premises, used for making additions, alterations or repairs to the described building. b. Business Personal Property located in or on the described building at the premises shown in the Declarations or in the open (or in a vehicle) within 100 feet of the described premises, including: (1) Property you own that is used in your business; (2) Property of others that is in your care, custody or control, except as otherwise provided in Loss Payment Property Loss Condition E.5.d.(3)(b); (3) Tenant's improvements and betterments. Improvements and betterments are fixtures, alterations, installations or additions: (a) Made a part of the described building you occupy but do not own; and (b) You acquired or made at your expense but cannot legally remove; (4) Leased personal property for which you have a contractual responsibility to insure, unless otherwise provided for under Paragraph 1.b.(2); and Exterior building glass, if you are a tenant and no Limit of Insurance is shown in the Declarations for Building property. The glass must be owned by you or in your care, custody or control. c. Auxiliary Buildings /Structures, meaning the auxiliary buildings /structures described in the above Schedule located at the premises shown in the Declarations, including: (1) Completed additions; (2) Fixtures; - (3) Permanently installed: (a) Machinery; and (b) Equipment; (4) Personal property owned by you that is used to maintain or service the auxiliary buildings/ structures, including: (a) Fire extinguishing equipment; (b) Floor coverings; and (c) Appliances used for refrigerating, ventilating, cooking, dishwashing or laundering; (5) If not covered by other insurance: (a) Additions under construction, alterations and repairs to the auxiliary buildings /structures; (b) Materials, equipment, supplies and temporary structures, on or within 100 feet of the auxiliary buildings /structures, used for making additions, alterations or repairs to the auxiliary buildings/structures. d. Auxiliary Buildings Business Personal Property located in or on the auxiliary buildings /structures described in the above Schedule located at the premises shown in the Declarations, including: (1) Property you own that is used in your business; (2) Property of others that is in your care, custody or control, except as otherwise provided in Loss Payment Property Loss Condition E.5.d.(3)(b); (3) Leased personal property for which you have a contractual responsibility to insure, unless otherwise provided for under Paragraph 1.b.(2). B. The following is added to E.3., Property Loss Conditions — Duties In the Event of Loss or Damage: (10) Keep records of your property in such a way that we can accurately determine the amount of any loss. (5) BP 85 11 12 08 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 2 of 2 Stock No. 19225 1100 POLICY NUMBER: 46X0492801 46)(0492801 08 000 CMC081 BUSINESSOWNERS BP 88 05 02 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON - EMPLOYMENT PRACTICES LIABILITY INSURANCE THIS ENDORSEMENT PROVIDES CLAIMS FIRST MADE AND REPORTED COVERAGE PLEASE READ THE ENTIRE FORM CAREFULLY This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE LIMIT OF LIABILITY (INCLUDES COST OF DEFENSE): Each Insured Event Limit $100,000 Aggregate Limit of Liability $100,000 Self - Insured Retention (Includes Cost of Defense): Any One Insured Event $5,000 Prior Knowledge Date: 06/01/2016 Retroactive Date: 06/01/2016 Extended Reporting Period: Yes ❑ No X Authorized Representative: American Family Claims Department Information required to complete this Schedule, if not shown above, will be shown in the Declarations For the purposes of the coverage provided by this endorsement, Section II — Liability is amended as follows: A. The following is added to Paragraph A. Coverages: 1. WHAT IS COVERED We will pay Loss amounts that an Insured is legally obligated to pay on account of a Claim because of an Insured Event to which this endorsement applies. However, the amount we will pay is limited as described in the LIMIT OF LIABILITY and SELF INSURED RETENTION paragraphs of this endorsement. 2. This endorsement applies only if: a. A Claim is first made against an Insured in accordance WHEN COVERAGE IS PROVIDED in this endorsement; b. The Claim is reported in accordance with WHEN COVERAGE IS PROVIDED and the Duties in the event of a Claim Condition of this endorsement; c. A Claim is first made against an Insured in accordance with WHERE COVERAGE IS PROVIDED; and d. A Claim is first made against an Insured based upon an Insured Event that first occurred on or after the Retroactive Date set forth in the Schedule of this endorsement. 3. Defense. We have the right and duty to defend any Claim for an Insured Event made or brought against any Insured to which this endorsement applies. We have the right to choose counsel to defend a Claim that we are covering. We have no duty to provide other services or take other actions. Our duty to defend any Claim ends when the LIMIT OF LIABILITY that applies has been exhausted, and in such event, the Named Insured shall, upon notice from us, promptly take over control of the defense. We have the right to investigate and to settle any Claim for an Insured Event in the manner and to the extent that we believe is proper, contingent upon the consent of the Named Insured as defined in this endorsement. This includes the right to agree to post a notice of compliance, provided such notice does not contain an admission of liability. BP 88 05 0215 Includes copyrighted material of Insurance Services Office, with its permission Pagel of 7 Stock No. 35540 1100 46X0492801 08 000 CMCO81 You may take over control of any outstanding Claim previously reported to us only if we both agree that you should, if required under law or if a court orders you to do so. If your LIMIT OF LIABILITY is exhausted, we will notify you of all outstanding Claims so that you can take over control of their defense. We will help to transfer control to you. 4. During the transfer of control. We agree to take whatever steps are necessary to continue the defense of any outstanding Claim and avoid a default judgment during the transfer of control to you. If we do so, you agree to pay reasonable expenses that we incur for taking such steps after the LIMIT OF LIABILITY is exhausted, 5. Duty to pay. We have the duty to pay any Loss (after you pay the applicable self- insured retention) that results from any Claim for an Insured Event made or brought against any Insured to which this policy applies. Our duty to pay ends when the applicable LIMIT OF LIABILITY has been exhausted. We will not pay more than the applicable LIMIT OF LIABILITY. We have the duty to pay Defense Costs incurred (after you pay the applicable self- insured retention) for the defense of any Claim that is controlled by us. Any payment of Defense Costs is included in the LIMIT OF LIABILITY, it is not in addition to the LIMIT OF LIABILITY. 6. Recommended Settlements. As respects any Claim for which we recommend that a settlement offer be accepted but you do not give your consent to such settlement, and the Claim later results in a judgment or settlement in excess of the recommended settlement, our liability for Loss on account of such Claim shall not exceed the recommended settlement amount plus Defense Costs incurred as of the date we recommended the settlement. This provision shall not apply unless the total Loss, including the recommended settlement, would exceed the applicable SELF INSURED RETENTION amount. 7. WHEN COVERAGE IS PROVIDED This endorsement applies only to Claims arising out of an Insured Event first made or brought during the Policy Period and which are reported to us in accordance with the notice provisions as set forth in E.1. Duties in the Event of a Claim of this endorsement. Claims are considered to be first made when it is first served or received by the Insured. a. All Claims because of One Insured Event will be considered to have been made or brought on the date that the first of those Claims was first made or brought. b. Limited Reporting Period For the purposes of the coverage provided by this endorsement, Limited Reporting Period means the thirty (30) day period after the policy ends, during which Claims because of Insured Events which happen or commence during the Policy Period and are reported in accordance with Paragraph A. and Paragraph E. of this endorsement can be made. c. Extended Reporting Period For the purposes of the coverage provided by this endorsement, the following Extended Reporting Period provisions are added: (1) If this endorsement is cancelled (for reasons other than non - payment of premium), non - renewed, or renewed with less favorable terms, you shall have the right to buy an Extended Reporting Period providing: (a) An extended reporting period of up to thirty six (36) months from the end of the Policy Period; or (b) The effective date of cancellation, whichever is earlier, in exchange for your payment of an additional premium. (2) The Extended Reporting Period will not be enforced unless: (a) we receive a written request for it within thirty (30) days after this endorsement is cancelled or non - renewed; nor (b) will it take effect unless the additional Premium is paid within thirty (30) days after this endorsement is cancelled or non - renewed. The Extended Reporting Period is activated by checking the appropriate box on the Schedule of this endorsement. Once that Premium is paid the Extended Reporting Period may not be cancelled and the additional Premium will be fully earned. The additional premium for a 36 month Extended Reporting Period will be two hundred percent (200 %) of the premium charged for the last Policy Period. However, the Extended Reporting Period will not apply to any Claim if other insurance you buy covers you or would cover you if its limits of coverage had not been exhausted. Coverage under the Extended Reporting Period is with respect to Claims first made against an Insured during the Policy Period or Extended Reporting Period and first reported by an Insured during the Extended Reporting Period, provided always that Claims reported during the Extended Reported Period are limited to Insured Events which happen or commence before the original Policy Period ends by either cancellation or non - renewal and which are otherwise covered by this endorsement. The LIMIT OF LIABILITY that applies at the end of the Policy Period is not renewed or increased and the Limits, as shown in the Schedule of this endorsement, shall not be increased in any way by the Limited Reporting Period or the addition of the Extended Reporting Period. 8. If, during the Policy Period, any of the following changes occur: a. the acquisition of an Insured, or of all or substantially all of its assets, by another entity, or the merger or consolidation of an Insured into or with another entity such that the Insured is not the surviving entity; or BP 88 05 0215 Includes copyrighted material of Insurance Services Office, with its permission Page 2 of 7 Stock No 35540 1100 b. the obtaining by any person, entity or affiliated group of persons or entities of the right to elect, appoint or designate over fifty percent (50 %) of the directors of an Insured. coverage under this endorsement with respect to such Insured will continue in full force and effect with respect to Claims for Insured Events committed before such change, but coverage with respect to such Insured will cease with respect to Claims for Insured Events committed after such change. After any such change, this endorsement may not be cancelled and the entire Premium for the endorsement will be deemed fully eamed. 9. WHERE COVERAGE IS PROVIDED This endorsement covers Claims made and Insured Events occurring anywhere in the United States of America or its territories. B. For the purposes of the coverage provided by this endorsement, the following is added to Section II. Liability Paragraph B. Exclusions: 1. Worker's Compensation1ERISAIFLSAINRLAIWARN /COBRAIO SHA. This endorsement does not cover any Loss arising out of any Claim alleging violation of any: i) worker's compensation, disability benefits or unemployment compensation law, social security and other employment benefits law; ii) the Employee Retirement Income Security Act of 1974 Public Law 93 -406; iii) the Fair Labor Standards Act (except the Equal Pay Act); (iv) the National Labor Relations Act; (v) the Worker Adjustment and Retraining Notification Act; (vi) the Consolidated Omnibus Budget Reconciliation Act of 1985; (vii) the Occupational Safety and Health Act; (viii) any other federal, state or local statute or law similar to any statute or law described in (i) through (vii) of this exclusion; provided, however, this exclusion shall not apply to any Claim for any actual or alleged retaliatory treatment of the claimant on account of the claimants exercise of rights pursuant to such statute, law, rule or regulation. 2. Contractual Liability. This endorsement does not cover any Loss based upon, arising out of, directly or indirectly in connection with, related to, or in any way involving any Claim any Insured is obligated to pay by reason of the assumption of another's liability for an Insured Event in a contract or agreement. This exclusion will not apply to liability for damages because of an Insured Event that any Insured would have without the contract or agreement. 3. Consequential Loss. This endorsement does not cover any Loss resulting from or attributable to any allegations made by or solely for the benefit of a claimant's domestic partner, spouse, child, parent, brother or sister. 4. Wage and Hour Law. This endorsement does not cover any Loss arising out of a claim based upon, arising out of, directly or indirectly in connection with, related to or in any way alleging violation of any state or local wage and hour law, however, in the event such Claim also alleges an Insured Event otherwise covered by this endorsement, notwithstanding the provisions of Paragraph A.3. Defense, and subject to all other terms, conditions and exclusion contained in this endorsement, 46X0492801 08 000 CMCO81 we agree to pay loss solely for that portion of the claim involving such Insured Event. 5. Stock Options. This endorsement does not cover any Loss resulting from or attributable to stock options, including, without limitation, 1) the failure to grant stock options and /or 2) amounts attributable to unvested stock options which options did not vest because of the actual or alleged wrongful termination of an Employee. 6. Fraud and Collusion. This endorsement does not cover any Loss based upon, arising out of, directly or indirectly in connection with, related to, or in any way involving any Claim alleging fraud, collusion, dishonest, criminal or malicious acts by or at the direction of an Insured. Without limiting the foregoing, we will pay Defense Costs incurred relating to allegations of fraud, collusion, dishonest, criminal or malicious acts to defend an innocent Insured named in such Claim so long as such Claim also contains allegations against that innocent Insured involving an insured Event otherwise covered by this endorsement. 7. Prior Knowledge. This endorsement does not cover any Loss arising out of Insured Events of which any Insured who is a principal, partner, officer, director, trustee, in -house counsel, Employee(s) within the Human Resource or Risk Management department or Employee(s) with personnel and risk management responsibilities was aware by actual knowledge of the facts or circumstances of such Insured Event prior to the Prior Knowledge Date, as shown in the Schedule of this endorsement. 8. Prior Notice. This endorsement does not cover any Loss arising out of Insured Events that have been the subject of any notice given under any other policy prior to the inception date of this endorsement. 9. Retroactive Date. This endorsement does not cover any Loss arising out of any Insured Events that first occurred before the Retroactive Date as set forth in the Schedule of this endorsement. For the purposes of this exclusion, related Insured Events are excluded if the first related Insured Event took place or is alleged to have taken place prior to the Retroactive Date. C. For the purposes of the coverage provided by this endorsement, Section It. Liability Paragraph B. Who is An Insured is amended to include as an insured: 1. Individual. If you are shown in the Declarations as an individual, you and your spouse are Insureds but only for the conduct of a business of which you are the sole owner. 2. Corporation. If you are shown in the Declarations as a corporation or organization other than a partnership or joint venture, you are an Insured. Your stockholders are also Insureds, but only with respect to their liability as your stockholders. 3. Partnership or Joint Venture. If you are shown in the Declarations as a partnership or joint venture, you are an Insured. Your partners or co- venturers and their spouses are also Insureds, but only for the conduct of your business. BP 88 05 0215 Includes copyrighted material of Insurance Services Office, with its permission Page 3 of 7 Stock No 35540 1100 46X0492801 08 000 CMCO81 However, no person or organization is covered for the conduct of any current or past partnership or joint venture not named in the Declarations. 4. Other. If you are a Limited Liability Corporation (LLC), or a Limited Liability Partnership ('LLP') of the Named Insured and you are shown in the Declarations as 'Other' you are an Insured. Your members, partners and shareholders are also Insureds but only with respect to the conduct of your business. 5. Employees. Your Employees, executive officers, directors and your trustees are Insureds only for the conduct of your business within the scope of their employment. Your Employee's status as an Insured will be determined as of the date of the Discrimination, Harassment, Inappropriate Employment Conduct, which caused an Insured Event. 6. Mergers and Acquisitions. Any organization that you newly acquire, form or merge with while this endorsement is in effect that has less than 10% of the total number of your Employees as of the inception date of this endorsement shall be an Insured at the time of such acquisition, merger or formation if you own at least fifty one percent (51 %) of it. Within thirty (30) days prior to the expiration of the policy, the Insured shall give us written notice as to all such organizations. If you acquire, form or merge with any organization that has more than 10% of the total number of your Employees as of the inception date of this endorsement, such organization is also an Insured if you own at least fifty one (51 %) of it; provided, however, no such organization is covered for more than forty five (45) days or the remainder of the Policy Period, whichever is less, from the date acquired, merged or formed unless we agree to cover such acquisition or newly formed organization within such forty five (45) day period in consideration of an additional Premium to be determined by us. Notwithstanding the foregoing, any acquired or formed organization is neither covered for Loss that results from an Insured Event that happened or first commenced before the Insured acquired or formed it; nor for Loss covered under any other insurance. This provision does not apply to a partnership or joint venture. Nor does it apply to any organization once it is shown in the Declarations. 7. Subsidiary. Any organization more than 50% owned by the Named Insured and listed in the Application shall be an Insured. D. For the purposes of the coverage provided by this endorsement, Section II. Liability Paragraph D. Liability And Medical Expenses Limits of Insurance is replaced by the following: 1. Limit of Liability a. The amount shown in the Schedule of this endorsement as the "Each Insured Event Limit" is the most we will pay for Claims first made or brought during the Policy Period for Loss that results from any One Insured Event regardless of the number of Claims. b. The amount shown in the Schedule of this endorsement as the "Aggregate Limit of Liability' is the most we will pay for the combined total of all Claims first made or brought during the Policy Period for Loss that result from all Insured Events. If this Policy Period is extended, the Limits, as shown in the Schedule of this endorsement shall not in any way increase. For purposes of the LIMIT OF LIABILITY, any policy extension is considered to be part of and not in addition to the former Policy Period. 2. Self Insured Retention Our obligation to pay under this endorsement applies only to covered amounts in excess of any Self Insured Retention amount that the Insured must pay, as shown in the Schedule of this endorsement, and the LIMIT OF LIABILITY will not be reduced by the amount of such Self Insured Retention. The Self Insured Retention amount will apply separately to each Claim made, however, it will only apply once to all Claims arising out of any One Insured Event regardless of the number of claimants who allege damages. If, prior to terminating or demoting an Employee the Insured consults with and follows the advice of the EPL hotline and /or a labor law attomey approved by our Authorized Representatives, as shown in the Schedule of this endorsement, then the Insured's Self Insured Retention is reduced by 50% in the event the Insured faces a Claim involving such termination or demotion. E. For the purposes of the coverage provided by this endorsement, the following are added to Paragraph E. Liability And Medical Expenses General Conditions: 1. Duties in the event of a Claim a. You must see to it that we or our Authorized Representatives, as shown in the Schedule of this endorsement, are notified as soon as practicable but in no event more than thirty days (30) after any Insured who is a principal, partner, officer, director, trustee, in house counsel, Employee(s) within the HR Risk Management department or Employee(s) with personnel and risk management responsibilities, becomes aware that a Claim has been made. Your notification should include: (1) the identity of the person(s) alleging Discrimination, Harassment, Inappropriate Employment Conduct; (2) the identity of any Insured(s) who allegedly committed the Discrimination, Harassment, Inappropriate Employment Conduct; the identity of any witnesses to the alleged Discrimination, Harassment, Inappropriate Employment Conduct; and (4) the date(s) an Insured Event took place. (3) BP 88 05 0215 Includes copyrighted material of Insurance Services Office, with its permission Page 4 of 7 Stock No 35540 1100 b. You and any other Insured must: (1) immediately send us or our Authorized Representatives, as shown in the Schedule, copies of any demands, notices, summonses or legal papers received in connection with the Claim: (2) authorize us or our Authorized Representatives, as shown in the Schedule of this endorsement, to obtain statements, records and other information; co- operate with us or our Authorized Representatives, as shown in the Schedule of this endorsement, in the investigation or defense of the Claim; and (4) assist us or our Authorized Representatives, as shown in the Schedule of this endorsement, in the enforcement of any right against any person or organization which may be liable to an Insured because of Loss to which this endorsement may also apply. c. No Insured will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense without our consent. Subsequent payments that are deemed by us as having been prejudiced by any such voluntary payment will also be the sole responsibility of the Insured. 2. Report of a Potential Claim Solely at an Insured's option, an Insured may within the Policy Period report an oral complaint by an Employee, former Employee or applicant for employment alleging Discrimination, Harassment and/or Inappropriate Employment Conduct. If such report is received by us or our Authorized Representatives, as shown in the Schedule of this endorsement, within the Policy Period then any Claim subsequently arising from such oral complaint will be deemed to be made on the date such report was received. Such report must include the identity of the person(s) making the oral complaint. In no event, however, is an Insured entitled to coverage under this endorsement based on a Laundry List Notification. 3. Legal Action Against Us a. No person or organization has the right under this endorsement: (3) (1) to join us as a party or otherwise bring us into a suit asking for damages from an Insured; or (2) to sue us on this endorsement unless all of its terms have been fully complied with. b. A person or organization may sue us to recover on an agreed settlement or on final judgment against an Insured obtained after an actual trial, but we will not be liable for damages that are not payable under the terms of this endorsement or that are in excess of the applicable LIMIT OF LIABILITY. An agreed settlement means a settlement and release of liability signed by us, an Insured and the claimant's legal representative. 46X0492801 08 000 CMC081 4. Other Insurance This endorsement shall be deemed primary insurance in connection with covered Claims by Employees against an Insured because of an Insured Event. In connection with any other covered Claim, this endorsement shall apply in excess of all indemnity rights of an Insured and in excess of any other valid or collectible insurance available to any Insured. Nothing herein is intended to make this endorsement subject to the terms, conditions and limitations of any other insurance, and nothing herein is intended to limit our or any Insured's right to contribution or indemnity from any other party, insurer or indemnitor. 5. Representations By accepting this endorsement you agree: a. The statements in the Policy Declarations and this endorsement are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this endorsement in reliance upon your representations. 6. Transfer Of Rights Of Recovery Against Others to Us If any Insured has rights to recover all or part of any payments we have made under this endorsement, those rights are transferred to us; the Insured must do nothing after a Loss to impair them. At our request, any Insured will bring suit or transfer those rights to us and help us to enforce them. 7. Bankruptcy Bankruptcy or insolvency of any Insured or of an Insured's estate will not relieve us of our obligations under this endorsement, except as excluded in Paragraph B. of this endorsement. 8. False Or Fraudulent Claims If any Insured shall proffer any Claim knowing the same to be false or fraudulent as regards amount or otherwise, this endorsement will become void in its entirety and all coverage hereunder shall be forfeited. F. For the purposes of the coverage provided by this endorsement, the following is added to Section II. Liability Paragraph F. Liability And Medical Expenses Definitions: 1. Claim(s) means a written complaint or written charge made against an Insured or a written demand made against an Insured in which damages are alleged or where specific charges of Discrimination, Harassment, Inappropriate Employment Conduct are brought. Claim includes a civil action, suit or administrative proceeding, to which any Insured must submit or to which any Insured submits with our consent. But Claim shall not mean any labor or grievance arbitration subject to a collective bargaining agreement; or any complaint, writ or other proceeding in which an Insured is alleged to have committed or engaged in a criminal offense or violation of a federal, state of local penal law. BP 88 05 0215 Includes copyrighted material of Insurance Services Office, with its permission Page 5 of 7 Stock No 35540 1100 46X0492801 08 000 CMCO81 2. Defense Costs means those reasonable and necessary expenses that result from the investigation, settlement or defense of a specific Claim including attomey fees and expenses, the cost of legal proceedings, the cost of appeal bonds, the cost of bonds to release property being used to secure a legal obligation (but only for bond amounts within the LIMIT OF LIABILITY that applies). We have no obligation to fumish any bonds. The following are not Defense Costs: costs incurred by any Insured before notice is provided to us; salaries and expenses of your employees, including in -house and /or coverage attomeys, salaries and expenses of our employees, or our in -house or coverage attomeys or the fees and expenses of independent adjusters we hire. 3. Discrimination means termination of the employment relationship, a demotion, a failure or refusal to hire or promote, denial of an employment benefit or the taking of any adverse or differential employment action because of race, color, religion, age, sex, disability, pregnancy, sexual orientation, national origin, or any other basis prohibited by federal, state or local law occurring on or after the Retroactive Date as shown in the Schedule of this endorsement. This insurance covers retaliation claims based on unlawful discrimination occurring on or after the Retroactive Date as shown on the Schedule of this endorsement, except as excluded in Paragraph B. of this endorsement. 4. Employee means an individual whose labor or service is engaged by and directed by the Named Insured, or any covered entity. This includes volunteers, part time, seasonal and temporary Employees as well as any individual employed in a supervisory, managerial or confidential position. Independent contractors and subcontractors are not Employees unless they are dedicated agents or representatives of an Insured. Employees who are leased to another employer are not Employees. 5. Harassment means unwelcome sexual or non - sexual advances, requests for sexual or non - sexual favors or other verbal, visual or physical conduct of a sexual or non - sexual nature, where such harassment occurs on or after the Retroactive Date as shown in the Scheduled of this endorsement and is based on a factor or category prohibited by law (including sex, race, age, national origin, disability, etc.), that (1) explicitly or implicitly are made a condition of employment, (2) are used as a basis for employment decisions, or (3) create a work environment that interferes with performance. 6. Inappropriate Employment Conduct means any of the following occurring on or after the Retroactive Date as shown in the Schedule of this endorsement: a. actual or constructive termination of an employment relationship in a manner which is alleged to have been against the law or wrongful or in breach of an implied employment contract or breach of the covenant of good faith and fair dealing in the employment contract; b. allegations of wrongful demotion, or wrongful discipline; c. allegations of misrepresentation made by an Employee, a former Employee or an applicant for employment which arise from an Insured's employment decision to hire, fire, promote or demote; d. allegations of infliction of emotional distress, mental injury, mental anguish, shock, sickness, disease or disability made by an Employee, a former Employee or an applicant for employment which arise from an Insured's employment decision to hire, fire, promote or demote; e. allegations of false imprisonment, detention or malicious prosecution made by an Employee, a former Employee or an applicant for employment which arise from the Insured's an employment decision to hire, fire, promote or demote; f. allegations of libel, slander, defamation of character or any invasion of right of privacy made by an Employee, a former Employee or an applicant for employment which arise from an Insured's employment decision to hire, fire, promote or demote; or other personal injury allegations made by an Employee, a former Employee or an applicant for employment which arise from an Insured's employment decision to hire, fire, promote or demote. Inappropriate Employment Conduct shall not include any allegations other than those set forth above. 7. Insured Event means actual or alleged acts of Discrimination, Harassment, and /or Inappropriate Employment Conduct, by an Insured against an Employee or former Employee or applicant for employment with an Insured entity occurring on or after the Retroactive Date as shown in the Schedule of this endorsement. Insured Event shall not include Claims for actual or alleged violation of any federal, state or local wage and hour laws or regulations. 8. Laundry List Notification means any attempt by an Insured to report multiple matters under this policy in a summary fashion that does not comply with Paragraph E.1. Duties in the event of a Claim or Paragraph E.2. Report of a Potential Claim. By way of example, a Laundry List Notification may consist of a report by an Insured that lists purported potential claimants, either in the absence of a Claim, or in the absence of an oral complaint. 9. Loss means damages, judgments (including prejudgment and post judgment interest awarded against an Insured on that part of any judgment paid by us), settlements, we authorize or agree to, statutory attomey fees and Defense Costs. However, Loss does not include anything specifically excluded in Paragraph B. of this endorsement, or any of the following: a. salary or wages of the Insured; b. non - monetary relief (this provision does not apply to Defense Costs where non - monetary relief is sought for alleged Harassment, Discrimination, Inappropriate Employment Conduct; g. BP 88 05 02 15 Includes copyrighted material of Insurance Services Office, with its permission. Page 6 of 7 Stock No 35540 1100 46X0492801 08 000 CMCO81 c. payment of insurance plan benefits by or on behalf of retired Employees, or that to which a claimant would have been entitled as an Employee had any Insured provided the claimant with a continuation of insurance; d. liquidated damages where there is a finding of willfulness; e. costs incurred by an Insured to modify or adapt any building or property in order to make such building or property more accessible or accommodating to any disabled person; costs associated with eliminating non - essential duties from the job description of a disabled person; costs associated with providing a disabled person with reasonable workplace accommodations; and costs associated with lost productivity by an employer as the result of making a reasonable workplace accommodation for a disabled person; f. matters which may be deemed uninsurable according to the law under which this policy is construed; g. amounts owed under federal, state or local wage and hour laws; h. amounts owed under a contract of employment; i. commissions, bonuses, profit sharing or benefits pursuant to a contract of employment, including but not limited to vacation, holiday, and /or sick pay; severance payments or obligations to make payments; k. amounts that are sought or deemed to be owed under partnership, stock or other ownership agreements; I. fines, penalties and taxes. 10. One Insured Event means (1) one or more covered allegations of Discrimination, Harassment and /or Inappropriate Employment Conduct which are related by an unbroken chain of events or (2) class action or multiple claimant or multiple plaintiff suits arising out of related Insured Events. 11. Subsidiary means any organization more than 50% owned by the Named Insured listed in the Application. J• Page 7 of 7 BP 88 05 0215 Includes copyrighted material of Insurance Services Office, with its permission Stock No 35540