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AG 17-061 RETURN TO: Mary Jaenicke EXT: 6901 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Parks 2. ORIGINATING STAFF PERSON: Derreck Presnell EXT: 6959 3. DATE REQ,BY: 3/31/21 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 A CONTRACT AMENDMENT(AG#):17-061 ❑ INTERLOCAL U OTHER Added Compensation for closing and locking four additional gates at Celebration Park 5. PROJECT NAME: Park Closing and Security 6. NAME OF CONTRACTOR: Pierce County security ADDRESS: .... —TELEPHONE ................. _— ....�. �... ONE_.-._...... E-MAIL: �m... 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: upon signature COMPLETION DATE: 4/30/2023 9. TOTAL COMPENSATION$ $5,000+75,000+75,000=155.000 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $mm.......... _....................-..... IS SALES TAX OWED ®YES IDNO IF YES,$ m. PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 114-1810-331-576-80-410 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) LAW 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: mmm COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ElSENT TO VENDOWCONTRACTOR DATE SENT:" � �F A 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.) IN1 TtAL/C AI'E SIGNED ❑ LAW DEPARTMENT "� cj 2 e'' 't El CITY CLERK GNATORY(MAYOR OR DIRECTOR) El ASSIGNED AG# AG� n y Comm l w' .. �k l 2/2017 CUrr OF flr)NIAII.V 33325 80h Avenue Soo uffi Feder al Way k aectleF V"may„VVA 98003.632 a (253B 835-7000 WAV;vor� ffed aFnharsa�r�:ev/rn AMENDMENT NO.2 TO PROFESSIONAL SERVICES AGREEMENT FOR PARK CLOSING AND SECURITY This Amendment("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation('City),and Pierce County Security, 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 Closing and Security("Agreement')dated effective April 10,2017,as amended by Amendment No. 1,as follows: 1. AMENDED SERVICES.The Services,as described in Exhibit A and as referenced by Section 2 of the Agreement,shall be amended to include,in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A-2 attached hereto and incorporated by this reference("Additional Services"). 2. AMENIII'Q C M ENSATIO' &. The amount of compensation, as referenced by Section 4 of the Agreement,shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-2,attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERAL PROVISIONS.All other terms and provisions of the Agreement,together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto,after the previous expiration date and prior to the effective date of this Amendment,are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment.The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT ll 3/2017 CITY OF CMY l-IALIL 33325 Sth Avenue South Federal Way U erdsrall WWay,WA 9800 2 u (253)$3 i"000 IN WITNESS,the Parties execute this Agreement below,effective the last date written below. CITY OF FEDERAL WAYt ATTEST: By N G� Ii rell,M or tcl�h dn.ic Courtney,CMC,Qh3 Clerk DATE:... ,... — APPROVED r) "TO FORM: o r- J.Ryan Ca C ty Attorney PIERCE COUNTY SECURITY,INC.: IIy1 " Printed'Nam Troy Weller Title: President Date: April 6,2021 STATE OF WASHINGTON ) )ss. COUNTY OF V dt..._ On this day per renally appeared before me � to me known to be the of � �_ pq,_oe .._ b t executed the foregoing instrument,and acknowledged the said instrt went to b7 the frc aald volun 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 sty of 2 Notary's signature _ Notary's printed name , e_ Notary Public in avid for the State "4� a iington. I My commission expnacs___ ,so ' AMENDMENT °rr O Yt 3/2017 r.� r CFY HALI 33.32 a 801 e Ysi nu e South FedeirW Way,WA 98003-0325 m:ofvaAsAut cdum wrom EXHIBIT A-2 ADDITIONAL SERVICES The Contractor shall do or provide the following in addition to Services in previous Exhibits: Celebration Park-1095 S.324a'St. • Lock gate at North end of upper parking lot next to"C"building. • Lock gate at South end of upper parking lot next to`B"building playground. • Lock gate at North end of lower parking lot next to"B"building and playground. • Lock gateat South end oflower parking-lot next to 5-332ND Street. AMENDMENT -3- 3/2017 CITY OF GAMY HALM.. 33325 8th�veriue Soii,B Federal Way u'Gdok-W Way,WA 980 03-6325 (253)63-70002' WVM6'd''v..NS4�P��aN+PM�tiMtT Con EXHIBIT B-2 ADDITIONAL COMPENSATION 1. Total Compensation:In return for the Additional Services,the City shall pay the Contractor an additional amount not to exceed Five Thousand and NO/100 Dollars($5,000.00).The total amount payable to Contractor pursuant to the original Agreement,all previous Amendments,and this Amendment shall be an amount not to exceed One Hundred Fifty-Five Thousand and NO/100 Dollars($155,000.00). 2. Method of Compensation: Monthly Rates: Celebration Park ....... .......—........ ....$375 per month City Hall fenced fleet parking..........................................................................$175 per month Dumas Bay Sanctuary(to close&open).........................................................$175 per month FrenchLake Park.............................................................................................$175 per month Steel Lake and Sports Annex...........................................................................$300 per month LakotaPark......................................................................................................$175 per month SacajaweaPark................................................................................................$300 per month SaghaliePark...................................................................................................$175 per month TownSquare Park...........................................................................................$175 per month Additional Services as needed: Trouble calls at the contracted locations listed shall be charge at$30.00 per hour,per incident. Onsite guard service,if needed,will be charged at$28.00 per hour when given at least 24 hours prior notice.If less than 24 hours notice,the service charge will be$42.00 per hour. AMENDMENT -4- 3/2017 0 DATE(MMIDDIYYYY) AC"RV CERTIFICATE OF LIABILITY INSURANCE 0/2912020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION LY AND CONFERS IG TS UPON THE CERTIFICATE . THIS CERTIFICATE S NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTENDALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE F INSURANCE DO S NOT CONSTITUTE A CONTRACT ET THE ISSUING I S (S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED,the olic (iies)must have ADDITIONAL INSURED rovi ions or bi endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorse ent(s)m PRODUCER CONTACT Sara MalYlCin'll NAMEI _ ... Arthur J. Gallagher Risk Management Services, Inc. PHO-HE I Ak P.O. Box 2925 LA&_ „ EM 206 607 0945 E&L I , 253 572-1430 wwu E MAIL Tacoma WA 98401-2925 /PPvirip„ ti +aa_y,,T clrtl Jwxom INSUREH(S)AFFOR.M.W a,GChVERACE NAM w....... .......���,,,,,,,.....,..,, .. .__ a �.,� w Insurance Company 10851 INSURER A e Everest Indemnity _ INSURED INSURERS: Everest Denali Insurance Company 16044 Pierce County Security Inc ........ ........ 2002 East 99th Street INSURER,C a Tacoma, WA 98445 INSURER D: INSURER E e INSURER F COVERAGES CERTIFICATE NUMBER:7486883 11 REVISION NUMBER: ER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I kSR, ADLgL�5US _ POLICY EFF POLICY EXP LTR TYPEOFINSURANCE INSD WvDi POLICYNUMEER Wldf DMYY"YY Mf&D0,YYYYJ LIMITS A X COMMERCIAL GENERAL LIABILITY Y 51GI...015214201 6/30/2020 6130f2021 EACH OCCURRENCE I$1,000,000 '0Wp'WPtC C rtVrll Nf1En CLAIMS-MADE X CH',GUII1 r�1CML�E ,l ,err bur Pr�7��,1 $500,000 x -04 UOING 0 MII0I,XPQAny,eie,pers�MuU $10000 _,. X Y",,000 L1tl1.1;) PERSONAL&AIDV INJURY $1.000.000 , GIEN'L AC u,It1.4.:AI L II OW I"APPLIES R PIi IB � (nEN IIBA AG RIIIRO - .. ATE' $51,000 000 POLICY JFCT C1C PRODUCTS nwOIAPA)P AGG 's5.000 000 I:WIINLI°t. f ..._ ....�..: ......._..._.._...._.... .......................... __.._.... ..... .. B AUTOMOBILE LIABILITY 51CAD00650201 6P3092020 6190/2021 [EO111'1'1�1 RIr1fL If1r LE Lllgbl $1,000,000 4 �X ANY A U1"C � I..Y INJURY(Ifieu Iperron} �$ -- OWNED ISCHEVULEU 113011ALY lNJU IRY(Per aoridentY $ .-.. `a I,.,., ....AUI'oC�NIIY Pa4Nl✓,";," XAUTOS kJP4IW JkON C*�d1 YUaaxfrEFAiY Ar'E iflRED 0� n :-i.. ,. ¢'.Iry r,` _ ] _.. - A X......r. UMBRELLA LIAe X 51 CCO05701201 6/�30/2020 W3012,021 EACH OCCURRENCE $.10 000,000 r;DCCUIt i EXCESS LIAR CII...AWS MADE A09REGATE, $'10,000,000 DED X RErENTICN$ n .......... ............... I...... I ' ..11H,AY$RKORS COMPENSATION 51 GLb15214201 6/30.020 613012021 FAP PTUTE fX R r$ WA STOP GAP AND R Y/N IROPl' ilg�R/�::XE i.fT1VF ILAC ACr EN $1,000,000API Py N/A (l suxdatery In NH) 0 IL II.NI>,A E-EA EMPI V YI II j$1,000,000 II yes,desau bo.under DII;YCRP P'r't)N C)F OPLRA"I"I()iNU3 dek3w i i 0 L. IDISEASE-POLICY LWIT?$1,000.000 1 I DESCRIPTION OF OPERATIONS I LOCATIONS P VEHICLES $ACORD 101,Additional Remarks Schedule,may attached If. ore ...................._ y be atl had If more space Is required) Certificate holder is included as Additional Insured on the General Liability policy, as per attached CERTIFICATE L CANCELLATION...—,—,,,,,,—". SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED I City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. Parks Department 0 33325 3th Avenue South AUTHORIZED REPRESENTATIVE Federal Way WA 99003 a. @ 1988-2015 ACe4 R t CORPORATION. All rights reserved. C ( 1 / 3) The ACORD name and logo are registered ar s of ACORD 2°of 4 17357 COMMERCIAL GENERAL LIABILITY ECG 20 599 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED � OWNERS, LESSEES OR CONTRACTORS -AUTOMATIC STATUS WHEN REQUIRED IN WRITTEN CONTRACT OR AGREEMENT WITH INCLUDING COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section 11 — Who Is An Insured is amended to D. With respect to the insurance afforded to an include as an additional insured any person or additional insured, the following additional exclu- organization for who you are performing opera® sions apply: tions, but only when you and such person or or- This insurance does not apply to: ganization have agreed in writing in a contract or agreement prior to the commencement of such 1. "Bodily injury", "property damage" or'personal operations that such person or organization be and advertising injury" arising out of any act or added as an additional insured on your policy. omission of an additional insured or any of its Such person or organization is an additional in- employees. sure d only with respect to liability for "bodily in- 2. "Bodily injury", "property damage" or" ersonal jury", "property damage" or "personal and aver- and advertising injury" arising out of the ren- tising indury" but only to the extent caused, in ering of, or the failure to render, any archi- whole or in part, by: tectural, engineering or surveying services, I. Your acts or omissions; or including: 2. The acts or omissions of those acting on your (a) The preparing, approving, or failing to behalf; prepare or approve, maps, shop drawings, in the performance of "your work" for an addi- opinions, reports, surveys, field orders, change orders or drawings and specifica- tional insured. tions; or B. The insurance afforded to an additional insured (b) Supervisory, inspection, architectural or shall only include the insurance required by the engineering activities. terms of the written agreement and shall not be broader than the coverage provided within the 3. "Bodily injury", "property damage" or"personal terms of the Coverage Part. and advertising injury" arising out of any con- struction projects of a consoli- th at are pa rt C. The Limits of Insurance afforded to an additional dated (wrap-up) insurance program. This ex- insured shall be the lesser of the following: elusion also applies to any: 1. The Limits of Insurance required by the writ- (a) or or operations performed; or ten agreement between the parties; or (b) Materials, parts or equipment furnished; . The Limits of Insurance provided by this Cov- in connection with such wrap®u construction erage Part. projects, regardless of whether they are per- formed or furnished at the location of the wrap®u construction project or anywhere else. ECG 20 599 05 09 Copyright, Everest Reinsurance Company 2009 Page I of I Includes copyrighted material of Insurance Services Office, Inc., used with its permission. 3*of 4 97357 Maa Jaenicke From: Emmett Smith <emmett@pcswa.com> Sent: Tuesday, April 13, 2021 2:24 PM To: Mary Jaenicke Subject: Re: Contract Amendment [EXTERNAL EMAIL WARNING] This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Hi Mary: Responding to your request,the Notary was executed in Pierce County, Washington. Emmett Pierce County Security 253.348.3240 On Apr 13, 2021, at 1:01 PM, Robert McPherson<,robert@pcswa.com>wrote: ---------- Forwarded message--------- From: Mary Jaenicke<Mar .Jaenicke cit oederalwa .com> Date:Tue,Apr 13, 2021 at 12:47 PM Subject: RE: Contract Amendment To: Robert McPherson<robert cswa.com> Good afternoon, I received the contract back from our Law Department.The notary on this agreement is missing the county. I need an email or a verbal agreement from Emmett Smith the county that it was notarized in. Thank you, Mary i 3/23/2021 Washington State Department of Revenue Business Loollculp License Information:ati INew search Lack to results Entity name: PIERCE COUNTY SECURITY, INC. Business PIERCE COUNTY SECURITY, INC. name: Entity type: Profit Corporation UBI #: 600-455-865 Business ID: 001 Location I D: 0001 Location: Active Location address: 2002 99TH ST E TACOMA WA 98445-5448 Mailing address: 2002 99TH ST E TACOMA WA 98445-5448 Excisei . Click here Secretary of State status: Cluck herre Endorsements Falter L.. luci�iiiul eirin�iI:.,ul�r �uI IIkl of m...ul�m��� ..O uulmt t ,..t.�.�fl! .. :.u.� L.. .IlLululM.m .ul.. ul . https://secure.dor.wa.gov/gteunauth/_/#5 1/4 3/23/2021 Washington State Department of Revenue Endorsements held License # Count Details Status Expiratio First issu, F�ed err aN Way 11-101963-00 Ac-Ove Jul-31-2C May-19-, Geneiii (Business - Non-Resident Me General Active Jul-31-2C Nov-22-� �(Business - Noun,,,. Resident Hircirest Geinei4l Active Jul-31-2C May-29-, Business Non Resident acey GeineraN 1257 Active Jul-31-2C Jan-21-1. Business - Non ResHeint I akewood BL16-00237 Active Jul-31-2C May-05-, Geineir-A Business Non Resident Lon gBrie w Geiii 623570 Active Jul-31-2C Feb-06-2 Business IN o in ResHeiint Wilton Geinei4l Active Jul-31-2C May-1 1 Business Noin ResWeint �M i in o r Wo rk Active Jul-31-2C Sep-1 1-2 Permit Uyimpia General 3833 Active Jul-31-2C Apr-01-1 Business - Noin- Resident F)uyaHup GeineraN 970236 Active Jul-31-2C Jul-02-1S Business Non Resident https://secure.dor.wa.gov/gteunauth/—,t#5 214 3/2312021 Washington State Department of Revenue Endorsements held License# Count Details Status Expiratio First issu. Sumnei[-- Generai Active Jul-31-2C May-18-; 13usirwess - Il on Resident rurnwater, R-003916 Active Jul-31-2C Nov-14-' Genera Business I.- IN on 1:1,esideint Univeii,-sity F11ace Active Jul-31-2C May-07-; GeneralIli; usiriess Noin Resident Governing People May include governing people not registered with Secretary of State Goverir�lng peq:,fle ritle WELLER, GLEN WELLER, TERRI L WELLER, TROY The Business Lookup information is updated nightly. Search date and time: 3/23/2021 9:10:14 AM Cointact us I iow are e doing? hftps://secure.dor.wa.gov/gteunauth/—,/#5 3/4 COMMERCIAL GENERAL LIABILITY ECG 24 522 04 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READINT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following° COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: BLANKET WHERE REOUIRED BY CONTRACT (if no entry appears a'-ve, information required to complete this endorsement will be shown in the Declarations w as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS)is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your operations or "your work" done under a written agreement that requires you to waive your rights at recovery. The written agroamant must be made prior to the date of the 'occurrence?'. This waiver applies only to the person or orgeNzation shown in the Schedule above. ECG 24 522 04 02 Includes copyrighted material of Insurance Services Office, Page I of 1 0 Inc., with its permission. 4*of 4 17357 RETURN TO: Mary J EXT: 6901 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Parks Maintenance 2. ORIGINATING STAFF PERSON: Jason Gerwen EXT: 6912 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 It CONTRACT AMENDMENT(AG#):17-061 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Park Closing and Security 6. NAME OF CONTRACTOR: Pierce County Security 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: 4/10/17 COMPLETION DATE: 4/30/2023 9. TOTAL COMPENSATION$76,000+$75,000=$150,000 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES LINO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED t)YES ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 114-1810-331-576-80-410 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED IN PROJECT MANAGER ❑ DIRECTOR _ ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: N/A COUNCIL APPROVAL DATE: N/A 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: pZ0 0�l DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DAT SIGNED ❑ LA>BEPARTMENT U,BfGNATORY(MAYOR OR DIRECTOR) j ❑ CITY CLERK -'t L ❑ ASSIGNED AG# AG COMMENTS: �nm� CFry OF CITY HALL At� FederM 33325 8th Avenue South Way Federal Way."A 98003-6325 (263'1 835.7000 ovivw crty�{��;eran=a+�com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR PARK CLOSING AND SECURITY This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Pierce County Security, 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 Closing and Security("Agreement")dated effective April 10, 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 April 30, 2023 ("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. 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment, shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto,after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 CITY OF CITY HALL A�k Federal Way � a y Feder 8th A.WA South ■YI!Yd Federal Way.WA 98003-6325 (253)835-7000 wives cityoffedera/way_com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: f*hA Ji errel ,Mayor St a ie Courtney, CMC, Ci erk DATE: APPROVED AS TO FORM: J. Ryan Call, City Attorney PIERCE COUNTY SECURITY, INC.: By: Printed Name: Iry L( 0 -ct- Title: } , c w Date: �i' Z CC STATE OF WASHINGTON ) ) ss. COUNTY OF ; f Or this �iay personally appeare before Mme ! r E' to me known to be the f e r d� _ _ of , 6=', t c' c cs. y_ ��c_r�,'� �' 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 Notary's signature - r �--- Notary's printed Notary Public in and for the Stare of Washington. My commission expires AMENDMENT -2 - 3/2017 CNTY 4r- CITY HALL 33325 Sth Avenue South W Federal Way.WA 8003-6325 (253) 835-7000 www.cityolfederafway com 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 Seventy-Five Thousand and No/100 Dollars($75,000.00).The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed One Hundred Fifty Thousand and No/]00 Dollars($150,000.00). AMENDMENT - 3 - 3/2017 ' DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 3/27/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PCONTACT PRODUCER NAM , Michelle Dyck Arthur J. Gallagher Risk Management Services, Inc. PHONE FAx P.O. Box 2925 AIC Na EAI: 206-607-0957 (VC,Not:253-572-143_0 Tacoma WA 98401-2925 ADDRIESS: michelle_dycl<@qjg.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Philadelphia Indemnity Insurance Company 18058 INSURED INSURER 8: Pierce County Security Inc 2002 East 99th Street INSURERC: Tacoma,WA 98445 INSURER D: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:546172645 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE IAoiIL S116R POLICY EFF POLICY EXP LTR N D POLICY NUMBER MMIDD/YVYY MM/DDIYYYY LIMITS A - X COMMERCIAL GENERAL LIABILITY Y PHPK2004118 6/30/2019 6/30/2020 EACH OCCURRENCE $1,000,000 DAMAGE TOaTo CLAIMS-MADE I X , OCCUR PREMISES FA occu re gp $100,000 X Includes E&O MED EXP(Any one person) $5,000 X $5000 DED PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 POLICYFx]j�� F LOC PRODUCTS-COMP/OP AGG $5 000,000 OTHER $ A AUTOMOBILE LIABILITY PHPK2004118 6/30/2019 6/30/2020 RM - $1,000,000 JX ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY er acciden A X UMBRELLA LIAB X OCCUR PHUB683363 6/30/2019 6/30/2020 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$,n $ A WORKERS COMPENSATION PHPK2004118 6/30/2019 6/30/2020FR IX OR AND EMPLOYERS'LIABILITY Y/N STATUTE WA STOP GAP ANYPROPRIETOR/PARTNER/EXECUTIVEF—] E L EACH ACCIDENT _ $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE; $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below `E.L DISEASE-POLICY LIMIT $1,000,000 I DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Certificate holder is included as Additional Insured on the General Liability policy,as per attached. CERTWICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. Parks Department 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way WA 98003 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Policy No. PHPK2004118 PI-GLD-SG (01/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: SECURITY SERVICES This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the subject matters of these extensions is provided under this policy. If such other specific coverage applies, the terms, provisions, conditions and limits of such other coverage constitute the sole and exclusive coverage applicable to such subject matter(s) under this policy, unless otherwise noted in this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Damage to Premises Rented to You $1,000,000 2 Watercraft Used in Security 2 Services only Medical Payments $20,000 2 Medical Payments—Extended Reporting Period 3 years 2 Supplementary Payments— Bail Bonds $2,500 3 Supplementary Payments— Loss of Earnings $500 per day 3 Employee Indemnification Defense Coverage for Employees $15,000 3 Additional Insured— Broadened Named Insured Included 3 Additional Insured—Managers and Supervisors Included �� 3 Additional Insured— Managers, Landlords, or Lessors of Included 3 Premises Additional Insured—Lessors of Leased Equipment—Automatic Included 4 Status When Required in Lease Agreement With You Additional Insured—Grantors of Permits Included 4 Additional Insured— Blanket Additional Insureds by Contract Included 4 Limited Rental Lease Agreement Contractual Liability $50,000 5 Transfer of Rights of Recovery Against Others To Us Clarification 5 Duties in the Event of Occurrence, Offense, Claim or Suit Included 5 Unintentional Failure to Disclose Hazards Included 6 Liberalization Included 6 Bodily Injury—Mental Anguish Included 6 Assault and Battery Coverage with Extended Property Damage Included 6 Errors and Omissions Coverage Included 7 Incidental Medical Malpractice Included 9 Page 1 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission PI-GLD-SG (01/14) I. ADDITIONAL COVERAGES AND EXTENSIONS A. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word fire is changed to fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in: a. The last paragraph of SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION III— LIMITS OF INSURANCE, Paragraph 6.; and c. SECTION V—DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words fire insurance are changed to insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance. 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Watercraft SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g.Aircraft,Auto Or Watercraft does not apply to security services performed on or about watercraft. C. Medical Payments—Limit Increased, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III—LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. Under SECTION I—COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, Paragraph a., Item (b) is amended to read: provided that: Page 2 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (01/14) (b) The expenses are incurred and reported to us within three years of the date of the accident; and D. Supplementary Payments In the SUPPLEMENTARY PAYMENTS—COVERAGES A AND B provision, Items 1.b. and 1.d. are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to$2,500; and 2. The limit for loss of earnings is changed from$250 a day to $500 a day. E. Employee Indemnification Defense Coverage In the SUPPLEMENTARY PAYMENTS—COVERAGES A AND B provision, the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding. The most we will pay for any "employee"who is alleged to be directly involved in a criminal proceeding is$15,000 regardless of the numbers of"employees," claims or"suits" brought or personsor organizations making claims or bringing "suits." F. Who is an Insured SECTION II—WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period; 2. Each of the following is also an insured: a. Broadened Named Insured—Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. b. Managers and Supervisors— If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors c. Managers, Landlords, or Lessors of Premises—Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any 'occurrence"which takes place after you cease to be a tenant in that premises; or Page 3 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission PI-GLD-SG (01/14) (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. d. Lessors of Leased Equipment—Automatic Status When Required in Lease Agreement With You—Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury," "property damage" or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. e. Grantors of Permits—Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance f. Blanket Additional Insureds by Contract—Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for"bodily injury," "property damage" or"personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Page 4 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (01/14) (1) "Bodily injury," "property damage" or"personal and advertising injury"arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. (2) "Bodily injury" or"property damage"occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of"your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. G. Limited Rental Lease Agreement Contractual Liability The following is added to SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. H. Transfer of Rights of Recovery Against Others To Us As a clarification, the following is added to SECTION IV—COMMERCIAL GENERAL LIABLITY CONDITIONS, Paragraph 8.Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. I. Duties in the Event of Occurrence, Offense, Claim or Suit 1. When you report an "occurrence" (coverage for which is provided by this policy)to your compensation insurance carrier, and this"occurrence" later develops into a liability claim, failure to report such "occurrence"to us at the time of such "occurrence"shall not be deemed in violation of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit. This is upon the distinct understanding and agreement however, that you, the insured, as soon as made aware that this particular"occurrence" is a liability case, rather than a compensation case shall give us notification immediately. Page 5 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (01/14) 2. The requirement in Condition 2.a. of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the`occurrence"or offense is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, if you are a corporation. 3. The requirement in Condition 2.b. of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or"suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, if you are a corporation. J. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance upon your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. K. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. L. Bodily Injury—Mental Anguish SECTION V— DEFINITIONS, Paragraph 3. is changed to read: "Bodily injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. M. Assault and Battery with Extended Property Damage SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury Page 6 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission PI-GLD-SG (01/14) "Bodily injury" or"property damage" expected or intended from the standpoint of the insured This exclusion does not apply to: (1) "Bodily injury"or"property damage" resulting from the use of physical force to protect persons or property; or (2) Allegations of vicarious liability on the part of a Named Insured arising solely from the acts of your"employees." However, acts of your"employees" shall not include theft. N. Errors and Omissions Coverage 1. SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is amended by adding the following: ERRORS AND OMISSIONS This insurance applies to"suits" seeking "damages" for"bodily injury" or"property damage" proximately caused by negligent acts, errors or omissions committed by you in the actual rendering of professional services described in the Declarations for clients, customers or patrons of the insured. 2. SECTION I—COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY is amended by adding the following: ERRORS AND OMISSIONS This insurance applies to "suits" seeking "damages" arising out of offenses within the scope of"personal and advertising injury" that are proximately caused by negligent acts, errors or omissions committed by you in the actual rendering of professional services described in the Declarations for clients, customers or patrons of the insured. 3. SECTION I—COVERAGES is amended by adding the following: COVERAGE D—ERRORS AND OMISSIONS LIABILITY a. Insuring Agreement (1) We will pay those sums that the insured becomes legally obligated to pay as "damages"sustained by a client, customer or patron of the insured proximately caused by negligent acts, errors or omissions committed by you in the actual rendering of professional services described in the Declarations. We will have the right and duty to defend any "suit"seeking those "damages". However, we will have no duty to defend the insured against any "suit" seeking such "damages"to which this insurance does not apply. We may, at our discretion, investigate any claim or"suit' that may result. But: (a) The amount we will pay for"damages"within the scope of this coverage is limited as described in SECTION III—LIMITS OF INSURANCE; and (b) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A, B, or D, or medical expenses under Coverage C. Page 7 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (01/14) No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS— COVERAGES A, B, AND D. (2) This insurance applies only if the negligent act, error or omission upon which the claim(s) asserted in a"suit" are based was first committed during the policy period in the coverage territory. All acts, errors and omissions that are causally or logically related shall constitute a single act, error or omission first made when the earliest act, error or omission was committed. b. Exclusions The following exclusions apply in addition to those in SECTION I—COVERAGES, COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE LIABILITY and COVERAGE B—PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions, even though such exclusions do not expressly reference this additional coverage. This insurance does not apply to: (1) "Bodily injury", mental anguish, emotional distress or"property damage"; (2) "Personal and advertising injury"; (3) Intentional injury, nor injury arising out of willful violation of a penal statute or ordinance, committed by or with the knowledge or consent of the insured; (4) Any claim seeking relief or redress in any form other than monetary"damages"; (5) Any claim arising out of any insured's activities, or as a fiduciary, under the Employment Retirement Income Security Act of 1974, any amendments or any regulation or order issued thereto; (6) Any claim arising from warranties or guarantees made by any insured; (7) Liability assumed by the insured under any contract or agreement. This exclusion does not apply to liability for"damages": (a) That the insured would have in the absence of the contract or agreement; or (b) Assumed in a contract or agreement that is an insured contract; (8) Liability arising from any fraudulent, dishonest, or criminal act of any insured; (9) Liability arising from a claim made by a parent or subsidiary organization of the insured or another subsidiary organization of such parent or other subsidiary, nor any officer, director or"employee" of any of the above; and (10) Any claim alleging, arising out of, resulting from, based upon or in consequence of, directly or indirectly, any employment practices or any discrimination against any person or entity on any basis; additionally, any actual or alleged violation of the Fair Labor Standards Act or any similar law or regulation applicable to the payment of wages or overtime. Page 8 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission PI-GLD-SG (01/14) (11) Liability arising directly or indirectly out of any action, error or omission that violates or is alleged to violate: (a) The Telephone Consumer Protection Act(TCPA), including any amendment of or addition to such law; (b) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (c) The Fair Credit Reporting Act(FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act(FACTA); or (d) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. (12) All exclusions and limitations on coverage that are applicable to Coverages A and/or B shall be equally applicable to Coverage D. c. SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended to read SUPPLEMENTARY PAYMENTS—COVERAGES A, B,AND D d. SECTION III—LIMITS OF INSURANCE is amended as follows: (1) Item 2. is replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. "Damages" under Coverage A, except"damages" because of"bodily injury" or"property damage" included in the"products-completed operations hazard"; c. "Damages" under Coverage B; and d. "Damages" under Coverage D. (2) Item 5. is replaced by the following_ 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. "Damages" under Coverage A; and b. Medical expenses under Coverage C, because of all "bodily injury" and "property damage" arising out of any one "occurrence"; and c. "Damages" under Coverage D. Page 9 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission PI-GLD-SG (01/14) e. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance is amended as follows: (1) The first paragraph is replaced by the following: If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A, B, or D of this Coverage Part, our obligations are limited as follows: (2) Paragraph b. Excess Insurance, Item (2) is replaced by the following When this insurance is excess, we will have no duty under Coverages A, B, or D to defend the insured against any claim or"suit" if any other insurer has a duty to defend the insured against that claim or"suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. O. Incidental Medical Malpractice We will pay for injury arising out of the rendering of or failure to render the following treatment or services by an "employee"for an accident occurring during the policy period: 1. First aid treatment including cardiopulmonary resuscitation (CPR); and 2. Medical, surgical, dental, x-ray, or nursing service or treatment, or the furnishing of food or beverages in connection therewith; and the furnishing or dispensing of drugs, or medical, dental, or surgical supplies or appliances. However, this coverage does not apply to any insured or to any entity engaged in the business or occupation of providing the services or treatments described in 1. and 2. above. II. DEFINITION For the purpose of this endorsement, SECTION V—DEFINITIONS is amended to include the following additional definition: A. "Damages" mean a monetary: 1. Judgment; 2. Award; or 3. Settlement, But does not include fines, sanctions, penalties, statutory "damages", or the multiplied portion of any "damages", including any and all sums as to which the"insured" may be found liable to a governmental,entity based upon alleged violations of statutes, rules, regulations or ordinances. Page 10 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GL-016 (09/15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II—Who Is An Insured is amended to include as an additional insured any person or organization who is an owner, lessee or contractor, but only with respect to liability for"bodily injury" or "property damage" caused, in whole or in part, by"your work" performed for that additional insured and included in the"products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III—Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. PI-GL-016 (09/15) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with permission Page 1 of 1 BUSINESS INFORMATION Business Name: PIERCE COUNTY SECURITY, INC. UBI Number: 600 455 865 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 2002 E 99TH ST, TACOMA, WA, 98445-0000, UNITED STATES Principal Office Mailing Address: 2002 E 99TH ST, TACOMA, WA, 98445-0000, UNITED STATES Expiration Date: 07/31/2020 Jurisdiction: UNITED STATES,WASHINGTON Formation/Registration Date: 07/23/1982 Period of Duration: PERPETUAL Inactive Date: Nature of Business: GUARD & PATROL SERVICE REGISTERED AGENT INFORMATION Registered Agent Name: GLEN L WELLER Street Address: 2002 E 99TH ST, TACOMA,WA, 98445-0000, UNITED STATES Mailing Address: 2002 E 99TH ST, TACOMA, WA, 98445-0000, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL GLEN WELLER GOVERNOR INDIVIDUAL TROY WELLER GOVERNOR INDIVIDUAL TERRI WELLER https:Hccfs.sos.wa.gov/ 5/5/2020 I I RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: I A S )-1 A I D rx4uANCL ORIGINATING STAFF PERSON: J So►J K. 4 gyhociu 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E. ❑ PUBLIC WORKS CONTRACT 2/PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT:470- J /c7-3. DATE REQ. BY: G, RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BoND RELATED DOCUMENTS ❑ RESOLUTION ❑ INTERLOCAL ;. PROJECT NAME: Sieve. 11 ere-5 i. NAME OF CONTRACTOR: Pa-4-UL docilvTli 5. 'v1-[ ADDRESS: 40o - ' ' 1!L A 4 A E -MAIL: SIGNATURE NAME: TELEPHONE 01.53 S S FAX: TITLE EXHIBITS AND ATTACHMENTS: 2 /SCOPE, WORK OR SERVICES 07COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS / 1. TERM: COMMENCEMENT DATE: '� /i /!7 COMPLETION DATE,/51kdo a-0 TOTAL COMPENSATION $_ 4T 15, Oo O — (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ RETAINAGE: RETAINAGE AMOUNT: PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 1'1 J CrC ' -3 731 -`j L , 1 `111 l) 0. DOCUMENT /CONTRACT REVIEW IN PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW L / DA 3 E RE IEWED INITIAL / DATE APPROVED .3 3 2lot7 v,¢ c. 3124/11' 1. COUNCIL APPROVAL (IF APPLICABLE) IJ'A COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING /a�/ 1 DATE RECD: /"`1� ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: / 1 ❑ 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.) LAW DEPARTMENT IGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED ;OMMENTS: INITIAL / DATE SIG ED D A T E SENT: oj - fl - fl- CITY OF � Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cilyoffederalway.com PROFESSIONAL SERVICES AGREEMENT FOR PARK CLOSING AND SECURITY This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Pierce County Security, 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: PIERCE COUNTY SECURITY, INC.: Glen Weller, President 2002 99th Street East Tacoma, WA 98445 (253) 535 -4433 (telephone) (253) 535 -0747 (facsimile) CITY OF FEDERAL WAY: Jason Gerwen, Parks & Facilities Manager 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -6962 (telephone) (253) 835 -6969 (facsimile) Jason .gerwen @cityoffedealway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than April 30, 2020 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ( "Services "), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated 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 of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT 1 - 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT - 2 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. c. Automobile liability insurance covering all owned, non - owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT - 3 3/2017 44, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 iw w.citynflederal ay.com 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and PROFESSIONAL SERVICES AGREEMENT - 4 - 3/2017 A. Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway com obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT 5 3/2017 CITY oc 4.- Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Jim F/ fe11, Mayor DATE: 11/70 PIERCE COUNTY SECURITY, INC.: BY at f utceeL Printed Name: 6/,J 4.. Title: DATE: 3- /- / 7 STATE OF WASHINGTON ) ) ss. COUNTY OF r1 e j ) ATTEST: i /f % CITY OF Federal Way EXHIBIT A SERVICES 1. The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cilyoffederalway.com A. The Contractor will furnish all labor, tools, vehicles and specialized equipment to accomplish the following contracted services: Locking gates and restrooms, insuring that park patrons have left City property and restrooms prior to locking. Flexibility in locking schedule is required when seasonal events or permitted activities are occurring in parks after hours, such as concerts and softball or soccer tournaments. B. The Contractor shall have a Certified Protection Professional (CPP) on staff that can oversee and train staff properly. C. The Contractor will ensure that employees comply with all applicable City of Federal Way and Washington State laws, regulations and practices with respect to work performed for the City of Federal Way. Contractor and employees shall be trained and skilled to perform security duties. D. The Contractor's personnel will conduct themselves in a professional manner at all times. E. Each employee will wear or display the company's name and/or logo. Vehicles working on City sites will have company name and phone number displayed. F. Report any damage, or potential hazard, involving City property immediately to the City of Federal Way Parks Department, (253) 835 -6960. After hours emergencies should be reported to the Police /Fire Communications Center - 911. G. Incidents, altercations, or accidents involving the public shall be reported to the Contract Administrator within 24 hours. The Contract Administrator, at his or her discretion, may require a written report from the Contractor describing the incident or accident. H. The Contractor, at his or her expense, will remedy in a timely manner any damage to public or private structures. 2. LOCATIONS & SPECIFICATIONS: Celebration Park - 1095 S. 324th St. • Upper softball plaza — check facility "A" and lock restrooms, lock north and south plaza gates. • Check lower restroom facility `B" and lock restrooms • Visual check that facility "C" is secured. (maintenance building) City Hall - fenced fleet parking lot near; 600 S 333'd St. • Lock 2 gates to the fleet vehicles, on the north side of the parking lot. (note: There are 2 other fenced areas that are managed by the Police Dept.) PROFESSIONAL SERVICES AGREEMENT 7 - 3/2017 Vecleral Way Dumas Bay Sanctuary - 30844 44th Avenue SW • Lock entrance gate • Unlock entrance gate by 7:00 AM French Lake Park - 31531 1St Avenue S. • Lock entrance gate to the off leash dog area (May - Aug. locked @ 9 PM; Sept. - April locked @ Dusk) CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com Steel Lake Park and Sports Annex - 2410 S. 312th St. • Lakeside - lock the entrance gate, lock walk through gate on west side, check beach facility and lock restrooms, drive by and check other buildings and lock the exit gate. • Sports Complex side - check restroom facility and lock restrooms Lakota Park - 31334 SW Dash Point Rd. (softball fields) • Lock restrooms and check that gates are secured. Sacajawea Park - 1401 S Dash Point Rd. (soccer and softball) • Lock upper restrooms near playground — summer only May thru September • Lock lower restrooms near softball fields Saghalie Park - 33914 19th Avenue SW (behind the school) • Lock upper restroom by tennis courts • Lock lower restroom by softball fields • Lock gate leading toward lower restroom by softball fields • Lock gate to upper parking lot from SW 340th • Lock gates to lower parking lot from 19th Ave. SW Town Square Park - 31600 Pete von Reichbauer Way S. • Lock restrooms and check that gates are secured. PROFESSIONAL SERVICES AGREEMENT 8 3/2017 444■., Vecferal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Seventy -Five Thousand and No /100 Dollars ($75,000.00). 2. Method of Compensation: Monthly Rates: Celebration Park $175 per month City Hall fenced fleet parking $175 per month Dumas Bay Sanctuary (to close & open) $175 per month French Lake Park $175 per month Steel Lake and Sports Annex $300 per month Lakota Park $175 per month Sacajawea Park $300 per month Saghalie Park $175 per month Town Square Park $175 per month Additional Services as needed: Trouble calls at the contracted locations listed shall be charge at $30.00 per hour, per incident. Onsite guard service, if needed, will be charged at $28.00 per hour when given at least 24 hours prior notice. If less than 24 hours notice, the service charge will be $42.00 per hour. PROFESSIONAL SERVICES AGREEMENT 9 3/2017 ACC) RO® CERTIFIISTE OF LIABILITY INSURANe DATE (MMIDD/YYVY) 7/2/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, Inc. P.O. Box 2925 Tacoma WA 98401 -2925 INSURED Pierce County Security Inc Glen Weller 2002 East 99th Street Tacoma WA 98445 CONTACT Shannon Sellers PHONE (AIC, No- EY206- 607 -0942 t) ED DRLSS; shannon_sellers@ajg.com FAX No): 253- 572 -1430 INSURERS) AFFORDING COVERAGE NAIL • INSURERA:Philadelphia Indemnity Insurance Co 18058 INSURER B :Philadelphia Insurance Company 23850 INSURER C: INSURER D : INSURER E : INSURER F • • 651142400 ISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MNWDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y PHPK1512548 6/30/2016 6/30/2017 EACH OCCURRENCE 1 $1,000,000 AMAGE TO RENTED PREMSES (Ea occurrence) $100,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $5,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $5,000,000 GE 'L AGGREGATE POLICY OTHER: X LIMIT APPLIES jE 0 PER: LOC PRODUCTS - COMP /OP AGG $5,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO AAb aNNED HIRED AUTOS SuTOEDULED ANON -OWNED AUTOS PHPK1512548 6/30/2016 6/30/2017 COMBINED SINGLE LIMIT (Ea accident) $ 1 . 000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) S PROPERTY DAMAGE (Per accident) $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE PHUB545429 6/30/2016 6/30/2017 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 $ DED X RETENT ON $10,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below YEN NIA PHPK1512548 6/30/2016 6/30/2017 X 1 STATUTE I I ERH E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE, $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS !VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) GL ai wos PI- GLD -SG 02/09 RE: Security Agreement Certificate Holder is Additional Insured per PI- MANU -1 Primary and Non - Contributory applies CERTIFICATE HOLDER CANCELLATION City of Federal Way - Parks P 0 Box 9718 Federal Way WA 98063 -9718 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD • • PI- GLD -SG (02109) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: SECURITY SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that the following extensions only apply in the event that no other specific coverage for these extensions are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by thls endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Damage to Premises Rented to You $1,000,000 2 Watercraft Used in Security Services only 2 Medical Payments $20,000 2 Medical Payments — Extended Reporting Period 3 years 2 Supplementary Payments -- Bail Bonds $2,500 3 Supplementary Payments — Loss of Earnings $500 per day 3 Employee Indemnification Defense Coverage for Employees $1 5,000 3 Additional Insured — Broadened Named Insured Included 3 Additional Insured — Managers and Supervisors Included 3 Additional Insured — Managers, Landlords, or Lessors of Premises Included 3 Additional Insured — Lessors of Leased Equipment — Automatic Status When Required in Lease Agreement With You Included 4 Additional Insured — Grantors of Permits Included 4 Additional Insured — Blanket Additional Insureds by Contract included 4 Limited Rental Lease Agreement Contractual Liability $50,000 5 Transfer of Rights of Recovery Against Others To Us Clarification 5 Duties in the Event of Occurrence, Offense, Claim or Suit Included 5 Unintentional Failure to Disclose Hazards Included 6 Liberalization Included 6 BodilyInji = Mental Angulsh Included 6 Assault and Battery Coverage with Extended Property Damage included 6 Errors and Omissions Coverage Included 7 Incidental Medical Malpractice Included 9 Page 1 of 9 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. • • PI- GLD -SG (02109) A. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word fire is changed to fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in a. The last paragraph of SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION III — LIMITS OF INSURANCE, Paragraph 6.; and c. SECTION V — DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words fire insurance are changed to insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance. 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. Aircraft, Auto Or Watercraft does not apply to security services performed on or about watercraft. C. Medical Payments — Limit Increased, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III — LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. Un arSECTION -1 = COVERAGES; COVERAGE -C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, Paragraph a, Item (b) is amended to read: provided that: (b) The expenses are incurred and reported to us within three years of the date of the accident; and Page 2 of 9 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. • • PI- GLD -SG (02/09) D. Supplementary Payments In the SUPPLEMENTARY PAYMENTS — COVERAGES A AND B provision, Items 1.b. and 1.d. are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. E. Employee Indemnification Defense Coverage In the SUPPLEMENTARY PAYMENTS — COVERAGES A AND B provision, the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $15,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits." F. Who is an Insured SECTION 11-- WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period; 2. Each of the following is also an insured: a. Broadened Named insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. b. Managers and Supervisors — If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. c. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence "which -takes place after-you -cease -to be a-tenant in tha premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. Page 3 of 9 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. • • PI- GLD -SG (02/09) d. Lessors of Leased Equipment — Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury,` "property damage" or "personal and advertising Injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. e. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. f. Blanket Additional Insureds by Contract —Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. - With - respect to.the.insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 4of9 © 2009 Philadelphia indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. • • PI- GLD -SG (02/09) (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities, (2) "Bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. G. Limited Rental Lease Agreement Contractual Liability The following is added to SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. H. Transfer of Rights of Recovery Against Others To Us As a clarification, the following is added to SECTION IV — COMMERCIAL GENERAL LIABLITY CONDITIONS, Paragraph 8. Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. I. Duties In the Event of Occurrence, Offense, Claim or Suit 1. When you report an "occurrence" (coverage for which is provided by this policy) to your compensation insurance carrier, and this "occurrence" later develops into a liability claim, failure to report such "occurrence" to us at the time of such "occurrence" shall not be deemed in violation of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit. This-is-upon-the-distinct-understanding and-agreement-however that- you-the-insured as soon as made aware that this particular "occurrence" is a liability case, rather than a compensation case shall give us notification immediately. 2. The requirement in Condition 2,a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the "occurrence" or offense is known to: Page 5 of 9 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. • • PI- GLD -SG (02/09) a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, if you are a corporation. 3. The requirement in Condition 2.b. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, if you are a corporation. J. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance upon your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. K. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the clay the revision is effective in your state. L. Bodily Injury — Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. is changed to read: "Bodily injury ": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. M. Assault and Battery with Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted In its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to: Page 6 of 9 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. Pi- GLD -SG (02/09) (1) "Bodily injury" or "property damage" resulting from the use of physical force to protect persons or property; or (2) Allegations of vicarious liability on the part of a Named Insured arising solely from the acts of your "employees." However, acts of your "employees" shall not include theft. N. Errors and Omissions Coverage 1. SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is amended by adding the following: ERRORS AND OMISSIONS This insurance applies to negligent acts, errors or omissions committed by you relating to your services described in the Declarations. 2. SECTION I — COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY is amended by adding the following: ERRORS AND OMISSIONS The insurance that applies to "personal injury" includes negligent acts, errors or omissions committed by you relating to your services described in the Declarations. 3. SECTION I -- COVERAGES is amended by adding the following: COVERAGE D — ERRORS AND OMISSIONS LIABILITY a. Insuring Agreement (1) We wilt pay those sums that the insured becomes legally obligated to pay as damages because of errors or omissions committed by you relating to your services described in the Declarations. However, we will have no duty to defend the insured against any "suit" seeking damages for errors or omissions committed by the insured to which the insurance does not apply. We will have the right and duty to defend any "suit" seeking those damages. We may, at our discretion, investigate any claim or "suit° that may result. But: (a) The amount we will pay for damages is limited as described in SECTION 11I — LIMITS OF INSURANCE; and (b) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A, B, or D, or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS — COVERAGES A, B, ANDIn (2) This insurance applies only if the error or omission occurs during the policy period. b. Exclusions This insurance does not apply to: Page 7 of 9 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, inc., with its permission. PI- GLD -SG (02/09) (1) "Bodily injury" or "property damage "; (2) "Personal and advertising injury"; (3) Intentional injury, nor injury arising out of willful violation of a penal statute or ordinance, committed by or with the knowledge or consent of the insured; (4) Any claim seeking relief or redress in any foram other than monetary damages; (5) Any claim arising out of any insured's activities, or as a fiduciary, under the Employment Retirement Income Security Act of 1974, any amendments or any regulation or order issued thereto; (6) Any claim arising from warranties or guarantees made by any insured; (7) Liability assumed by the insured under any contract or agreement. This exclusion does not apply to liability for damages: (a) That the insured would have in the absence of the contract or agreement; or (b) Assumed in a contract or agreement that is an insured contract; (8) Liability arising from any fraudulent, dishonest, or criminal act of any insured; (9) Liability arising from a claim made by a parent or subsidiary organization of the insured or another subsidiary organization of such parent or other subsidiary, nor any officer, director or "employee" of any of the above; and (10) Any claim alleging, arising out of, resulting from, based upon or in consequence of, directly or indirectly, any employment practices or any discrimination against any person or entity on any basis; additionally, any actual or alleged violation of the Fair Labor Standards Act or any similar law or regulation applicable to the payment of wages or overtime. c. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to read SUPPLEMENTARY PAYMENTS -- COVERAGES A, B, AND D d. SECTION Ill — LIMITS OF INSURANCE is amended as follows: (1) Item 2. is replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included -in- the " products - completed- operations hazard "; c. Damages under Coverage 13; and d. Damages under Coverage D. (2) Item 5. is replaced by the following: Page 8 of 9 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. • • PI- GLD -SG (02/09) 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C, because of all "bodily injury" and "property damage" arising out of any one "occurrence "; and c. Damages under Coverage D. e. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance is amended as follows: (1) The first paragraph is replaced by the following: If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A, B, or D of this Coverage Part, our obligations are limited as follows: (2) Paragraph b. Excess Insurance, Item (2) is replaced by the following: When this insurance is excess, we will have no duty under Coverages A, B, or D to defend the insured against any claim or "suit" if any other insurer has a duty to defend the insured against that claim or "suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. 0. Incidental Medical Malpractice We will pay for injury arising out of the rendering of or failure to render the following treatment or services by an "employee" for an accident occurring during the policy period: 1. First aid treatment including cardiopulmonary resuscitation (CPR); and 2. Medical, surgical, dental, x -ray, or nursing service or treatment, or the furnishing of food or beverages in connection therewith; and the furnishing or dispensing of drugs, or medical, dental, or surgical supplies or appliances. However, this coverage does not apply to any insured or to any entity engaged in the business or occupation of providing the services or treatments described in 1. and 2. above. Page 9 of 9 U 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission.