Loading...
AG 17-111RETURN TO: EXT: CITY OF FE ERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: YWJL . ORIGINATING STAFF PERSON: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT GOODS AND SERVICE AGREEMENT REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: 4-3. DATE REQ. BY: lid' 1 I- 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: 4€0, — NAME OF CONT' T9R: It.i1 1 ;% • ADDRESS:.. it R dIrri iw l�l iw Iil ..1.L 'ativi 09i E -MAIL: '�! l t'' lni MDr • SIGNATURE rijkws ftLAuAi TELEPHONE FAX: TITLE it'-411 lig OA EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN TERM: COMMENCEMENT DATE: )01(_ b • A 11 TOTAL COMPENSATION $ sNPrifiAll 1St (IF CALCULATED ON HOURLY LABOR CHARG • ACH SCHEDULES REIMBURSABLE EXPENSE: ❑ YES IF IF YES, MAX IS SALES TAX OWED YES ❑ NO IF YES, $ RETAINAGE: RETAINAGE AMOUNT: ❑ ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS COMPLETION DATE: Fl 04-- (INCLUDE EXPENSES AND SALES TAX, IF ANY) OYEES TITLES AND HOLIDAY RATES) M 11 1 T: $ 11"1::.ev fb PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER IRECTOR RISK MANAGEMENT OE APPLICABLE) ❑ LAW PAID BY) CONTRACTOR ❑ CITY ETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE 3 INITIAL / DATE REVIEWED 1 , MEW= G 5'614 -5g -453 INITIAL / DATE APPROVED 1. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: u h 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW DEPARTMENT NATORY (MAYOR OR DIRECTOR) TY CLERK SSIGNED AG# SIGNED COPY RETURNED :OMMENTS: INITIAL / DATE SIGNED CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com GOODS AND SERVICES AGREEMENT FOR PAEC AUDIO VIDEO COMMUNICATIONS EQUIPMENT This Goods and Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Morgan Sound, Inc. a Washington State 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: MORGAN SOUND, INC.: Stephen Weeks, Senior AN Consultant 2004 196th St SW Lynnwood, WA 98036 (425) 344 -1452 (telephone) (425) 670 -1656 (facsimile) stephenw@morgansound.com The Parties agree as follows: CITY OF FEDERAL WAY: Theresa Yvonne, Executive Director 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -2414 (telephone) (253) 835 -2409 (facsimile) Theresa .yvonne(acityoffederalway. com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than August 1, 2017 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A," attached hereto and incorporated by this reference ( "Work "), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within Two (2) years after the City's final acceptance of the Work. The Contractor will activate all manufacturers' warranties in the name of the City, within one week of the date of acceptance. Contractor will provide two return visits following the system acceptance to fine tune or repair any items requested by the City: 30 -40 days following acceptance and one year following acceptance. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of GOODS AND SERVICES AGREEMENT - 1 - 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within fourteen (14) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction, including but not limited to, the use of temporary replacement components, additional City staffing or overtime, shipping, cancelled uses or performances. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit `B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit `B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other GOODS AND SERVICES AGREEMENT - 2 - 3/2017 Vecferal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 4.4 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. GOODS AND SERVICES AGREEMENT - 3 - 3/2017 CITY F O Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www ciryoffederalway com 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: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. GOODS AND SERVICES AGREEMENT 4 - 3/2017 *14§,k6, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296 -155 WAC), General Safety and Health Standards (Chapter 296 -24 WAC), and General Occupational Health Standards (Chapter 296 -62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. GOODS AND SERVICES AGREEMENT - 5 - 3/2017 CITY F O �.. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www dtyoffederalway com 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of GOODS AND SERVICES AGREEMENT - 6 - 3/2017 QTY OF L Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 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 maybe filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT 7 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835-7000 www atyoffederaIway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: DATE: Printed Name: Charles Morgan Title: President DATE: ( _IC" -14- STATE OF WASHINGTON ) COUNTY OF belambrAsNO ss. SrteriteTrtney, CMC itv Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me Gr eees , to me known to be the .,� of t,-.. -S,v, , 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 a(% day of Jvre , 2017. ``��0 8ORDF�'i�� Notary's pnntetd name l� 9 �r -��?� `040 ��: Notary Public in and for the State of Washington. My commission expires ,0.1 tad 1,1 GOODS AND SERVICES AGREEMENT - 8 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: GENERAL: Ship and deliver new audio, video and communications equipment per COFW PAC A -V Options base bid quote. Expedite freight shipment or the projection systems included in the base bid. Install new audio, video and communications equipment per COFW PAC A -V Options base bid quote, except for the projectors. The work shall be completed by July 30, 2017. Provide and install all flat panel displays and configure for proper operation. Provide F to F cable, and setup displays to show the modulated QAM channels provided under the base scope. Install digital signage players at lobby displays, and coordinate configuration of the players with owner's forces. Provide effects speakers with manufacturer- supplied yoke bracket and two cast -iron c- clamps. Install the c- clamps on the yokes and install the yokes on the speakers. Deliver complete and ready -to -hang. On all loose cables, provide a color heatshrink label or engraved shell reading "Federal Way PAEC ", and an affixed Velcro cable tie. Color of heatshrink or connector boot shall determine length. Patchcords need not be labeled. Use the following color scheme: 10' or less: White 25': Orange 50': Green 100': Red Provide Video Projection Equipment: Main Theatre Provide a 13,000 -lumen laser - source projector with 3 -chip DLP imaging system. Provide proper zoom lens as needed to fill screen (screen provided in base scope). Meeting Rooms: Provide two 8,500 -lumen laser- source projectors with 1 -chip DLP imaging system. Provide proper zoom lenses as needed to fill screens (screen provided in base scope). GOODS AND SERVICES AGREEMENT - 9 - 3/2017 CITY OF '�.. Federal Way SUBMITTAL PROCEDURES: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cltyoffederalway com All submittals shall be: Made in electronic format. Files shall be in .pdf format, and submitted via CD or DVD. Clearly indicate submittal number and description in the file name of the document. Each document shall be a separate file. Markups will be made electronically, and the submittal returned via CD or DVD. Submittals shall be made in a timely fashion so as to not affect the Project schedule, and shall allow for adequate time for review and resubmittal. Partial submittals will not be acceptable and will be returned without review. Submittals shall be reviewed and field dimensions verified prior to commencing acquisition for, and fabrication of the Work in this section. All services and parts of the work in this section shall be verified through the submittal process. Shop Drawings: Submit full -size (minimum 30" x 42 ") scaled shop drawings that show the following: Equipment rack and patchpanel drawings. Detailed equipment list, including quantity, manufacturer and model. Acceptance of any submitted data or shop drawings for material, equipment, apparatus, devices, arrangement and layout shall not relieve contractor from responsibility of furnishing same of proper dimensions and weight, capacities, sizes, quantity, and installation details to perform efficiently the requirements and intents of the systems design. Such acceptance shall not relieve the contractor from responsibility for error, omissions or inadequacies of any sort on submitted data or shop drawings. Product Data: Submit a detailed equipment list, including manufacturer, model number, description and quantity for each item. Do not submit equipment cut sheets, except for custom or non - standard devices. Record Documents: At time of final acceptance, submit regulatory listings and certifications as required by prevailing building codes. Submit copies of "as- builts" including: Equipment list, with manufacturer, model number, and serial number for all installed devices. Care and maintenance instructions, service line and online contacts. Warranty documents. QUALITY ASSURANCE: Equipment in this Section shall be provided by specialty subcontractors and manufacturers meeting the qualifications listed herein. GOODS AND SERVICES AGREEMENT - 10 - 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cilyoffederalway corn Specialty subcontractor shall have been continuously engaged in the sales and integration of audio, video and communications equipment similar to that specified herein for a minimum of 10 years. Specialty subcontractors shall have at time of bid and continuously maintain throughout the project and warranty period a low voltage Specialty Contractor's license appropriate for the work in this Section. Specialty subcontractors shall employ field service technicians within a four hour driving distance from the Project site. All equipment shall be UL listed and bear the appropriate labels. DELIVERY, STORAGE AND HANDLING: Packing shall prevent damage to the equipment during transit. Costs to repair or replace all equipment damaged during the course of the contract services shall be borne by the Contractor. Do not deliver materials in this Section until building is ready for installation. Contractor is responsible to properly sequence the work and to protect from damage during delivery, handling, storage and installation. Contractor is responsible to coordinate and provide secure and protected storage as required for the execution of the contract. Devices shall not be delivered to the project site until the project is suitably clean and all adjacent finish work that may be painted or produce dust has been completed. The contract shall provide and maintain complete protection of all devices until the Project has been made available for occupancy by the City. The contractor shall thoroughly clean and remove any dirt or dust that infiltrates system components and be responsible for timely replacement of any damaged components. Device labels and connectors shall be delivered with temporary dust and paint protection installed. INSTALLATION- GENERAL: Coordinate with Division 26 - Electrical for the proper installation of the conduit, backboxes, and electrical service as specified herein. Coordinate scheduling and access with the Contractor and provide personnel lifts or ladders as required for access to the AV equipment. Insert operations and maintenance information into the Project record documents. Record Block Diagram: Post a laminated 11x17 as -built block diagram of the entire system (split into multiple sheets as necessary), and physically attached to the equipment rack in a logical location for City reference. PROTECTION OF PROPERTY: Contractor is responsible to provide protection for all equipment, tools and materials delivered to the Project Site prior to final acceptance by City. Any loss or damage is the responsibility of the contractor, until GOODS AND SERVICES AGREEMENT - 11 - 3/2017 CITY OF ;. Federal Way final acceptance by City. SEQUENCING: CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cltyoffederalway com The Contractor shall not install any electronic equipment until the room where the equipment shall be located has been finally painted or otherwise finished, and cleaned by the Contractor or Owner's Representative. Any damage to equipment resulting from failure to follow this requirement will result in the Contractor replacing the damaged equipment at their cost. COMMISSIONING AND DEMONSTRATION: Coordinate with Division 26 - Electrical. Appropriately trained personnel shall review, test, program and otherwise complete the system, following completion of installation. Upon completion of the installation, the Contractor shall notify the Owner that the system is available for formal checkout. Notification shall be provided in writing. Checkouts shall be scheduled in accordance with the Owner's schedule. TRAINING: Training shall include, but not be limited to: Safety precautions. Identification of all elements provided under this section. Maintenance, diagnostics and trouble shooting. Operation of system, including necessary software training. Operations and maintenance manual orientation. Provide 8 hours of training, minimum, split over two consecutive days. GOODS AND SERVICES AGREEMENT - 12 - 3/2017 CITY OF Federal Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed One Hundred Nine Thousand Six Hundred Four and 98/100 Dollars ($109,604.98 ) and Washington State sales tax equal to Ten Thousand Nine Hundred Sixty and 50 /100 ($10,960.50) for a total of One Hundred Twenty Thousand Five Hundred Sixty -Five and 48/100 Dollars ($120,565.48). GOODS AND SERVICES AGREEMENT - 13 - 3/2017 ACORN® OF LIABILITY INSURANCE 1.—.....---- DATE (MMIDD /YYYY) 6/14/2017 6/14/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer 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 CONTACT Martha Reeve NAME: PHONE 253-238-1145 FAx 253-572-1430 (A /C No Fxt)• (A /C. No): ADDRESS: martha_reeve @ajg.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:AXIS Insurance Company 37273 INSURED Morgan Sound Inc Charlie Morgan 2004 - 196th Street SW Ste #2 Lynnwood WA 98036 INSURERB:AIIIed Insurance Company of America 10127 INSURERC: 2/14/2018 INSURER D: $1,000,000 INSURER E : $300,000 INSURER F : 1419528703 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD(YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY Y ACP3008106183 2/14/2017 2/14/2018 EACH OCCURRENCE $1,000,000 DAMAGE TO PREMISES (Ea Eoccurrence) $300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GE 'L AGGREGATE POLICY OTHER: LIMIT APPLIES jEa X PER: LOC PRODUCTS - COMP/OP AGG $2,000,000 $ B AUTOMOBILE X " LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY ACP3008106183 2/14/2017 2/14/2018 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Comp /Coll Ded $500 B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE ACP3008106183 2/14/2017 2/14/2018 EACH OCCURRENCE $3,000,000 AGGREGATE $3,000,000 $ DED RETENTION$ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N/A ACP3008106183 2/14/2017 2/14/2018 PEATUTE OERH WA STOP GAP E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 B A Installation Fltr Professional Liability ACP3008106183 MCN000017031601 2/14/2017 2/14/2017 2/14/2018 2/14/2018 Deductible $10,000 $ 1,000,000 Claims Made $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: PaecAudio Video Communications Equipment. City of Federal Way, a Washington municipal corporation is included as additional insured on General Liability per form attached. Coverage shall be primary and non - contributory. CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Avenue South Federal Way WA 98003 -6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: ACP3008106183 COMMERCIAL GENERAL LIABILITY CG 20 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All terms and conditions of this policy apply unless modified by this endorsement. CG 20 01 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 CG80411015 A. DELIVERY ERRORS The following is COVERAGES: COVERAGE D — OMISSIONS AND OMISSIONS added to SECTION I — DELIVERY ERRORS AND 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of a failure to deliver or a misdelivery of items you hold for sale by you or any of your "employees" or by a concessionaire trading under your name. b. We will have the right and duty to defend the insured against any "suit" seeking those damages even if the allegations of such "suit" are groundless, false or fraudulent. However, we will have no duty to defend the insured against any "suit" seeking damages to which this insurance does not apply. We may, at our discretion, investigate any claim and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in the Limits of Insurance section as stated in paragraph 3. below; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. c. This insurance applies only to errors in deliveries that take place or omissions of such deliveries that should have taken place in the "coverage territory" and during the policy period. 2. Exclusions This insurance does not apply to: a. Intentional error or intentional misdelivery or intentional failure to deliver. b. "Bodily injury ". "property damage" or "personal and advertising injury". c. Discrimination based on a customer's race, color. national origin, religion, gender, marital status, age, sexual orientation or preference, physical or mental condition or residence location. d. Fines or penalties imposed on any insured. e. Liability for damages which the insured is obligated to pay by reason of the assumption of liability in a contract or agreement, whether or not such contract or agreement is an "insured contract ". This exclusion does not apply to liability for damages that the insured would have had in the absence of the contract or agreement. f. Non - pecuniary relief including but not limited to injunctive and other equitable relief. 3. Limits of Insurance For the purposes of this Delivery Errors and Omissions coverage, the following is added to SECTION III — LIMITS OF INSURANCE: a. The most we will pay under this Delivery Errors and Omissions coverage for the sum of all damages arising out of any one "occurrence" is $25,000 subject to a $50,000 annual aggregate limit. Subject to the any one "occurrence" limit set forth in this paragraph, the annual aggregate limit is the most we will pay for the sum of all damages under this Delivery Errors and Omissions coverage. The limits of insurance set forth in this paragraph are the most we will pay regardless of the number of "insureds ", acts, errors or omissions resulting in covered damages, claims made or "suits" brought, or persons or organizations making claims or bringing "suits ". For purposes of determining the limits of insurance, any loss based upon a series of related errors, omissions and negligent acts constitutes only one "occurrence' which will be deemed to have arisen when the first error, omission or negligent act of that series occurred. b. The Limits of Insurance of Delivery Errors and Omissions coverage apply separately to each consecutive annual period and to any remaining period of Tess than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Annual Aggregate and in which event the Annual Aggregate will be increased in proportion to the period of extension. c. Our obligation under the Delivery Errors and Omissions coverage to pay damages on your behalf applies only to the amount of damages in excess of $500 as a result of any one "occurrence ", regardless of the number of persons or organizations who sustain damages because of that "occurrence ". We may pay any part or all of this deductible amount to effect settlement Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc., CG 80 41 1015 with its permission. of any claim or "suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. 4. For the purposes of this Delivery Errors and Omissions coverage, the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition under Section IV - Commercial General Liability Conditions is replaced by the following: 2. Duties in The Event of a Delivery Error or Omission a. You must see to it that we are notified as soon as practicable of an error or omission which may result in a claim. To the extent possible, notice should include: (1) How, when and where the error or omission took place; and (2) The names and addresses of the person(s) making claim against you. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of pertinent correspondence received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; Cooperate with us in our investigation or settlement of the claim or defense against the "suit "; and (4) Assist us, upon our request. in the enforcement of any right against any person or organization which may be liable to the insured because of an error or omission to which this insurance may apply. 5. Supplementary Payments The Supplementary Payments provisions applicable to Coverages A and B also apply to this Delivery Errors and Omissions. (3) CG80411015 CG80411015 B. SECTION I - COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions is amended as follows: 1. g. Aircraft, Auto or Watercraft (2) (a) is replaced with: (a) Less than 51 feet long; and 2. Exclusion j. is amended as follows: (a) Exclusions j.(3), j(5), and j.(6) are deleted in their entirety. (b) Exclusion j.(4) is deleted in its entirety and replaced by the following: (4) Personal Property in the care, custody or control of the insured: (a) While being transported by any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Limit of Insurance - The most we will pay for damages for "property damage" coverage provided by this coverage in any one "occurrence" is $25,000. Deductible - Our obligation to pay for a coverage loss applies only to the amount of loss in excess of $500. We will pay the deductible amount to effect settlement of any claim or "suit" and, upon notification of this action having been taken; you shall promptly reimburse us for the deductible as has been paid by us. This insurance is excess over any valid and collectible insurance. 3. The last paragraph of 2. Exclusions is replaced by the following: If Damage to Premises Rented to You is not otherwise excluded, exclusions c. through n. do not apply to damage by fire, lightning, explosion. smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits of insurance. 4. With respect to the Employer's Liability exclusion (SECTION I) only, the definition of "employee" in the DEFINITIONS Section is replaced by the following" "Employee" does not include a "leased worker" or a "temporary worker ". C. SECTION 1 - COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGES A AND B is amended as follows: 1. 1.b. replaced with: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 7 with its permission. CG80411015 2. 1. d. replaced with: d. All reasonable expenses incurred by the insured at our request to assist use in the "suit ", including actual loss of earnings up to $500 a day because of time off from work. D. ADDITIONAL INSUREDS SECTION II WHO IS AN INSURED is amended as follows: 1. 3.a. is replaced with: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; 2. The following is added to paragraph 2.:e. Any organization which is a legally incorporated entity of which you own a majority interest of the voting stock on the effective date of this Coverage Form will be a Named Insured, provided there is no other available insurance to that organization. 3. Incidental Medical Malpractice — Employed Physicians, Nurses, EMT's and Paramedics 2.a.(1)(d) does not apply to a physician, nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental;, x -ray or nursing services. 4. The following is added: 4. Additional Insured — Automatic Status When required in an Agreement with You Who is an insured includes person(s) or organization(s) described in Paragraph a. — i. below with whom you have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. a. Vendors — but only with respect to "bodily injury" or "property damage' arising out of your products" which are distributed or sold in the regular course of the vendor's business. The following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement: (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container. part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage` arising out of the negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf and which was not caused in whole or in part by you or any person or organization acting on your behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f. above; or (ii) Such inspections. adjust- ments, tests or servicing as the vendor has agreed with you to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (f) Page 4 of 7 Includes copyrighted material of Insurance Services Office; Inc., CG 80 41 1015 with its permission. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such products.' However, this insurance afforded to such additional insureds described above: (a) Only applies to the extent permitted by law and (b) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. b. Grantor of Franchise or License with respect to their liability as grantor of a franchise or license to you. However, their status as additional insured under this policy ends: (1) when their contract or agreement with you granting the franchise or license ends or expires. (2) When your licenses is terminated or revoked prior to expiration of the license as stipulated by the contract or agreement. c. Managers or Lessors of Leased Premises — with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. (1) Any `occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization. However, their status as additional insured under this policy ends when you cease to be a tenant of such premises. d. Co- owners of Insured Premises — with respect to their liability as co -owner of the premises. However, their status as additional insured under this policy ends when you cease to be co -owner of such premises with that person or organization. e. Controlling Interest — with respect to their liability arising out of their financial control of you; or premises they own, CG80411015 CG 80 41 1015 maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. However, their status as additional insured under this policy ends when they cease to have such controlling interest. f. Lessors of Leased Equipment — with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation, or use of equipment leased to you by such person(s) or organization(s). This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. However, their status as additional insured under this policy ends when their lease, contract or agreement with you for such leased equipment ends. Mortgagee, Assignee, or Receiver — as respect to their liability as mortgagee, assignee. or receiver. and arising out of the ownership, maintenance or use of the premises by you. This insurance does not apply to structural alterations, new constructions and demolition operations performed by or for that person or organization. However, their status as additional insured under this policy ends when their status as mortgagee, assignee or receiver ends. h. Owners or Other Interest from Whom Land has been Leased — with respect to their liability arising out of the ownership, maintenance or use of that part of the land leased to you. This insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease the land. (b) Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization. However, their status as additional insured under this policy ends when you cease to lease that land. i. State or Political Subdivisions — Permits Relating to Premises - with respect to the following hazards for g- Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 7 with its permission. CG80411015 which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection. or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings. sidewalk vaults. street banners or decorations and similar exposures; or (b) The ownership, maintenance or use of any elevators covered by this insurance. This insurance does not apply to: (a) "Bodily injury" or "property damage" included within the `products - completed operations hazard ". However, such state or political subdivisions status as additional insured under this policy ends when the permit ends. However, this insurance afforded to such additional insureds a. — i. described above: (a) Only applies to the extent permitted by law and (b) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. E. SECTION III — LIMITS OF INSURANCE is amended as follows: 1. The following paragraph is added to paragraph 2: The General Aggregate Limit under Section 111 Limits of Insurance applies separately to each of your "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. 2. Paragraph 6 is replaced with: 6. Subject to 5. Above, the Damage To Premises Rented to You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you or in the case of damage by fire, lightning, explosion. smoke or sprinkler leakage, while rented to or temporarily occupied by you with permission of the owner. The limit is increased to $300,000. 3. With respect to the insurance afforded any additional insureds, the following is added: 8. 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. F. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. Knowledge of An Occurrence — The Following is added to 2. Duties in the Event of Occurrence, Offense, Claim or Suit condition: e. Knowledge of an "occurrence ", offense, claim or "suit" by an agent or employee of an insured shall not in itself constitute knowledge of the insured unless you, a partner, if you are a partnership' or an executive officer or insurance manager, if you are a corporation received such notice of an "occurrence ", offense, claim or "suit" from the agent or employee. 2. 6. Representations is amended to include: d. Your failure to disclose all hazards or prior "occurrences" or offenses existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior occurrences" or offenses is not intentional. This provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal 3. 8. Transfer of Rights of Recovery Against Others to Us is amended to include: If required by written contract executed prior to loss, we waive any right of subrogation we may have against the contracting person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazards ". 4. The following condition is added as follows: 10. Liberalization If we revise this coverage form to provide more coverage without additional premium charge. your policy will automatically provide the additional coverage as of the day the revision is effective in your state. 5. The following condition is added to 4. Other Insurance Condition and supersedes any provision to the contrary: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc., CG 80 41 1015 with its permission. (1) The additional insured is a Named Insured under such other insurance' and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. G. SECTION V - DEFINITIONS is amended as follows: 1. 3. "Bodily Injury" is deleted and replaced with the following: "Bodily Injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. CG80411015 CG80411015 2. 14. Personal and Advertising Injury paragraph h. is added as follows: h. Discrimination because of race, color, creed, national origin, age, sex or physical disability, where insurance therefore is not prohibited by law, but only if such discrimination is: (1) not done intentionally by or at the direction of: (a) the insured; or (b) any executive officer, director, stockholder, partner or member of the insured staff; and (2) not directly or indirectly related to the employment.. prospective employment or termination of employment of any person or persons by any insured. All terms and conditions of this policy apply unless modified by this endorsement. Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission.