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AG 17-112CITY OF FE ERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: . ORIGINATING STAFF PERSON: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., ❑ PUBLIC WORKS CONTRACT El PROFESSIONAL SERVICE AGREEMENT GODS AND SERVICE AGREEMENT REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER . PROJECT NAME: NAME OF CONT ADDRESS: E -MAIL: SIGNATURE N E: RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL EXT: 3. DATE REQ. BY. CTO R: TELEPHONE FAX: TITLE 5�C EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN . TERM: COMMENCEMENT DATE: TOTAL COMPENSATION $ ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS COMPLETION DATE: 41 t t f (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR C ARGE1- ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES 44 NO IF YES, MAXIMUD Lkl\R AMgUNT: $ IS SALES TAX OWED riQYES ❑ NO IF YES, $ , 41-Li PAID BY: [CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER TA DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 1. COUNCIL APPROVAL (IF APPLICABLE) V3- 6 Sop • <<o- 5(14 - ss -as3 INITIAL / DATE REVIEWED /1! L/ COMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: It 11- 2. CONTRACT SIGNATURE ROUTING SEt NT TO VENDOR/CONTRACTOR DATE SENT: DATE RECD: I L. 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 ATORY (MAYOR OR DIRECTOR) $ITY CLERK f SSIGNED AG# [t SIGNED COPY RETURNED INITIAL / DATE SI NED AG# DATE SENT: 1 11 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way WA 98003 -6325 (253) 835 -7008 www. c tvofferr1£- ".r:Mvely com GOODS AND SERVICES AGREEMENT FOR PAEC PRODUCTION LIGHTING EQUIPMENT This Goods and Services Agreement ( "Agreement") is made between the City of Federal Way. a Washington municipal corporation ("City "). and Pacific Northwest Theatre Associates Acquisition Corporation. 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: PACIFIC NORTHWEST THEATRE ASSOCIATES ACQUISITION CORPORATION: Richard Carlson. President 2414 SW Andover St C 100 Seattle, WA 98106 (206) 267- 1781 (telephone) (206) 267 -1789 (facsimile) rcarlson@pnta.com CITY OF FEDERAL WAY: Theresa Yvonne. Executive Director 33325 8°i Ave. S. Federal Way. WA 98003 -6325 (253) 835 -2414 (telephone) (253) 835 -2409 (facsimile) Theresa .yvonne,cocitvoffederalway.com The Parties agree as follows: I. 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 July 21, 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 three (3) years after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original • replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one ( I ) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the GOODS AND SERVICES AGREEMENT - I - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www c tya?ederniwnyCon? City of the defect. If the Contractor does not accomplish the corrections within a fourteen (14) day period, the Contractor shall bear all costs that arise as a result of the delay, including, but not limited to, the use of temporary replacement components, additional City staffing or overtime, shipping, cancelled uses or performances. 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. 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 ofdefective or non - complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. in the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and /or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B." attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B." the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of'Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed. the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. if the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. if Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs.' GOODS AND SERVICES AGREEMENT - 2 - 3/2017 CITY OF „7 Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 tvwty cjrVOffecierrrh+rayCorr 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 or Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835 -7000 ' itvciryo federaiwaycoal 5.4 Survival. The provisions of this Section shall survive the expiration or termination ofthis 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 Tess 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 ofthis Section shall survive the expiration or termination ofthis Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance ofthis 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 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www C?ty'ofech m1wavcom 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 OF Federal F ay CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 836 -7000 WWW rityafferleri1l ay av i 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 transferor 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. lfa violation ofthe City's Ethics Resolution No. 91 -54, as amended, occurs as a result ofthe formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is ofthe 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 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 WWW c ;t ofiederoib, -r_y c om 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 he 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. Fai lure 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; 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 3/20I7 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 WWVYCflyoffederg2i4Ya Toni IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: APPROVED AS TO FORM: J. Ryan Call, City Attorney PACIFIC NORTHWEST THEATRE ASSOCIATES AQUISITION CORPORATION: f , Printed Name: Richard Carlson Title: President DATE: ,/,2 1/4? STATE OF WASHINGTON ) ) ss. COUNTY OF /4 (jO c ) On this day personally appeared before me p i (1Cs, -d to me known to be the pre s. of 12 lo TA that executed the foregoing instrument, and acknowledged the said instrument to he 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 7 3- day of t' 2017. TERESA VILLEGAS Notary Public state of Washinttttls1 My Appointment Ssspire Oct 31, 2020 Notary's signature Notary's printed name E' S �r��"�t Notary Public in and for the State of Washington. My commission expires Q..± ,3 (i 2L, 2 c GOODS AND SERVICES AGREEMENT 8 3/2017 CITY OF -..r Federal Way EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: SUMMARY Section Includes: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 ;253; 835 -7000 ': ii'LV C.ifyof`ecferaiwe.w n Services as listed herein and related to the furnishing and commissioning of production lighting fixtures and equipment. REFERENCES Comply with all national, state and local regulations and the procedures and requirements of the CA Division of the State Architect. In the event of conflict between these specifications and the applicable regulations, the more stringent shall govern. Equipment shall be provided per the related trade and regulatory guidelines including but not limited to UL, NEC, IEEE. and all manufacturer's recommendations and requirements. Contractor shall be responsible in the event that work under their control voids or jeopardizes manufacturers' warranties. Labor shall be provided per applicable labor regulations and practices. DEFINITIONS Theatre Representative: For the scope in this Section. authorized personnel representing City of Federal Way and The Shalleck Collaborative, Inc., Theatre Consultants. SYSTEM DESCRIPTION The new performing arts center for the City of Federal Way, WA included an Auditorium and support spaces. Lighting fixtures. cable and accessories will be provided and delivered to the job site in a "ready to hang" state, as described herein. CURRENT TECHNOLOGY Only the most current hardware and software shall be provided, In no case will discontinued or superseded products be acceptable. If the manufacturer has developed and successfully released products that meet or exceed the criteria within this specification, the Contractor shall notify the Theatre's Representative and submit the new product for review. If accepted, the products will be provided at no additional cost to the Theatre. Software upgrades and authorized support services for its proper integration into the system shall be provided at no cost to the Theatre throughout the warranty period. In the event of known product defaults or recall, the Contractor shall immediately notify The City and the Representative and make immediate arrangements for remedy. None of the stipulations herein shall be grounds for revision to the project schedule. See related procedures under warranties in this Section. GOODS AND SERVICES AGREEMENT - 9 - 3/2017 CITY OF Federal Way SUBSTITUTIONS CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -8325 (253) 835 -7000 All requests for substitutions from the specified materials, assemblies or related services shall be submitted for review by the Theatre's Representative prior to bid. Substitution requests made after bid shall be neither reviewed nor accepted. Requests shall be made in accordance with Division 1 of the specifications, and in a timely fashion so as to not affect the project schedule in either case of the substitution being accepted or rejected. Documentation for the substitution shall be submitted with supporting material and shall including the related information for the item as specified so that equivalence can be demonstrated. The burden of proof rests solely upon the Contractor. The Theatre's Representative shall be the sole evaluator of the fitness of the substitution. All expenses related to the substitution including, but not be limited to, all fees and expenses incurred in the evaluation of the substitution, and any effect on the costs and schedule of other trades whether or not the substitution is accepted. shall be borne by the Contractor. SUBMITTALS 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 shall not be acceptable and shall be returned without review. All submittals shall be made in electronic format. Provide Hard copies if requested. Files shall be in .pdf format, and submitted via email or download. Third party website transfer services which require membership shall not be an acceptable means of transmittal. All submittals shall be complete and submitted as a comprehensive package, including finish selection materials (if required) and samples (if requested), all materials listed in this section, including, but not limited to, all shop drawings, product data, relevant calculations (as required) and any other information required to review the systems. Incomplete submittals will be rejected 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. Product Data: Submit data sheets for all standard component parts, which shall include all information necessary to verify compliance with this Section. Record Documents: At time of final acceptance, submit regulatory listings and certifications as required by prevailing building codes. Within 30 days, submit two (2) paper copies and six (6) electronic copies of as built" submittals including shop drawings, product data, operations and instructions manuals for all products provided. care and maintenance instructions, service line and online contacts and warranty documents. Submit electronic record documents on CD or DVD rom or USB flash drive storage media. QUALITY ASSURANCE Equipment in this Section shall be provided by specialty suppliers and manufacturers meeting the qualifications listed herein. Specialty supplier shall have been continuously engaged in the sales and integration of lighting control equipment similar to that specified herein for a minimum of fifteen years. Manufacturer shall have been continuously engaged in the manufacturing of lighting control equipment similar to GOODS AND SERVICES AGREEMENT - 10 - 3/2017 Sea,. crrY or Federal Way that specified herein for a minimum of fifteen years. CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835 -7000 W YW cit yroffecder ilw v 'v r) Specialty suppliers shall have at time of bid and continuously maintain throughout the project and warranty period a Contractor's license appropriate for the work in this Section. Specialty suppliers shall have within their employ, manufacturers factory authorized field services technicians within a four hour travel 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 Theatre. 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. PROJECT CONDITIONS Defects in the field which may impact the work in this Section shall be reported to the Theatre's Representative and corrected in accordance with the requirements of the applicable section of work prior to commencement of the work in this Section. MANUFACTURERS Dimming and control equipment in this Section shall be provided by specialty manufacturers providing products meeting the specifications herein. Dimming and control equipment in this Section shall be the products of the following specialty manufacturers: Electronic Theatre Controls Other manufacturers as listed in the fixture schedule. Permission to bid does not imply acceptance of the manufacturer. It is the sole responsibility of the contractor for this section to ensure that any price quotations received and submittals made are for controls systems that meet or exceed the specifications. MATERIALS All components supplied under this section shall be new. Used or factory reconditioned components shall not be acceptable. GOODS AND SERVICES AGREEMENT - 11 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253') 835 -7000 ,,I.Avt.ticitvoftede,,,)Mov 'COP' PRODUCTION LIGHTING FIXTURES Provide production lighting fixtures, accessories and spare parts as shown in 11- 61 -93 -A appendix. Fixtures shall have 2P &G stage pin connectors unless noted otherwise. Ellipsoidal spotlights Provide ETC Source Four ellipsoidal spotlights. No substitutions. Provide with lenses in beam spreads as noted in appendix. Integral cable clamp for power leads Positive locking of lamp focus and independent lamp alignment controls High impact, thermally insulated knobs and shutter handles Reflector secured with shock mounts Lens secured with silicone shock mounts Rotating shutter assembly - 50° rotation 20 -gauge stainless steel shutters Insulated rear handle Interchangeable lens tubes for different field angles with Teflon guides for smooth tube movement Sturdy integral die cast gel frame holders with two accessory slots, and a top mounted, quick release gel frame retainer 3/16" x 1 -1/4" steel yoke with two mounting positions allowing 300 °+ rotation of the fixture within the yoke Positive locking, hand operated yoke clutch Slot with sliding cover for motorized pattern devices or optional iris 750 watts maximum Par Fixtures Provide ETC Source Four Par EA fixtures. No substitutions. Color: Black Integral cable clamp for power leads Positive locking of lamp alignment controls High impact, thermally insulated knobs and shutter handles Reflector secured with shock mounts Tool free lens changing Sturdy integral die cast gel frame holders with two accessory slots. and a top mounted. quick release gel frame retainer 3/16" x 1 -1/4" steel yoke with two mounting positions allowing 300 °+ rotation of the fixture within the yoke Steel yoke shall be extra long to allow re- tamping of the fixture without breaking focus Positive locking, hand operated yoke clutch 750 watts maximum Frenels Provide ETC Source Four Fresnel Fixtures. No substitutions. GOODS AND SERVICES AGREEMENT - 12 - 3/2017 CITY OF Federal Way C(TY HALL 33325 8th Avenue South Federal Way. `.1!A 98003 -6325 (253) 835 -7000 Provide Source Four Fresnel spotlight as manufactured by Electronic Theatre Controls, Inc., or approved equal Fixture shall utilize a lamp compatible with Par Fixtures and Ellipsoidal spotlights. The lamp base shall have an integral die cast aluminum heat sink that reduces seal temperature and ensures proper lamp alignment. The lamp socket shall be ATP 220 nickel gold plated. The lamp shall be prefocused in relation to the reflector. The lamp shall be removable from the bottom of the fixture for re- tamping. Lamp socket access door shall use a tool -free % -turn closure device Luminaire shall use a Fresnei lens and provide soft - edged, but well- defined beam shaping with a barn door attachment. Providing a field angle zoom range of 20 degrees to 65 degrees Zoom adjustment by means of a large, side- mounted knob with integral locking lever The optical train shall utilize a compact filament lamp with a modified spherical reflector Reflector shall be molded borosilicate glass with multiple dichroic layers. Reflector efficiency shall be a minimum of 93% Reflectors of pressed aluminum or other sheet metal construction shall not be acceptable The luminaire shall be constructed of rugged, die cast aluminum, free of burrs and pits, finished in black, high temperature paint The luminaire shall have: 36" power lead with bare -ends with integral cable clamp. Sealed housing with no light teaks Two, 7.5" accessory slots and a top mounted locking door for gel frames and beam control accessories. Accessory slots shall be completely surrounded by a rugged metal housing for elimination of light leaks around gel frames and other beam control accessories Rugged steel yoke with adjustable mounting position for variable fixture balance point and positive locking, hand operated yoke clutch. Large, rugged handle on rear of fixture. Integrated safety cable mounting ring. Cyclorama lights Provide LED cyclorama lights with the following features: Fixture shall be 4- color, 60 LED array. IP20 rated DMX in and through using 5 pin XLR connector. RDM capable for addressing functions Provide with Power input and Thru -put Mid barrel accessory slot for Gobos and Soft focus diffuser. 20,000 hours to 70% 120v, 50 /60Hzwith max 11a inrush. Provide with source 4 LED Cyc adapter barrel and lens with the following features: Able to be top or bottom mounted Die -cast aluminum body and polycarbonate lens Adaptable to either the source 4 lustr+ or the color source spot engines by ETC. Finish: black GOODS AND SERVICES AGREEMENT - 13 - 3/2017 CITY OF Federal Way Product shall be: Provide ColorSource Spot fixtures by ETC. CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 Fixture preparation: As part of base work fixtures shall all be prepare in the following manner: Connector shall be prewired Fixtures shall be delivered to the site in a ready to hang state. Lamp shall be installed and bench focused. Each fixture yoke shall be provided with an industry standard cast iron C -clamp for each yoke or trunion, unless otherwise noted. Safety cables installed to fixture yoke. Each fixture yoke shall be provided with a black wire rope safety cable with eye and snap hook affixed with compression fittings. Provide one for each fixture Provide spares. ACCESSORIES Provide quantities for all accessories as specified in 116193 -A equipment list. Provide the following fixture accessories: Pattern holders Provide Standard A -size pattern holders for Source 4 ERS. Provide Standard A -size glass pattern holders for Source 4 ERS. Half and Top Hats Provide standard & half stacking top hats for Source 4 ERS and Source 4 PAR Provide City Theatrical "Stackers" or equal. Gel frames Provide metal gel frames with gel fastener holes of the appropriate size for each fixture, plus spares. Barn Doors Provide 6 -leaf Barn Doors for Source 4 PAR Side arms Provide 18" long side arms of 'h" steel pipe with one sliding "T" each by Altman lighting. Lighting Boom Pipe Assemblies Lighting boom pipe assemblies shall be constructed of 1 1/2" nominal, schedule 40 black pipe (1.9" Outside Diameter) threaded and mounted vertically to a boom base. Provide 10' -6" vertical pipe sections with threaded cap and rated 1" diameter minimum rated eye bolt for tie off to structure above. AN edges shall be de- burred Pipe shall be finished with a suitable black, rust resistant finish. Pipes shall be threaded on the bottom and top. Provide (8) side arms, as specified above, per assembly GOODS AND SERVICES AGREEMENT - 14 - 3/2017 CITY Of Federal Way CITY HALL 33325 8th Avenue South Federal Nay. INA 98Q03 -6325 (253) 835 -7000 5' WLv t"it otfeder niw?)v. coo t; Boom Bases Provide 50# boom base by SSRC or equal. Base shall have center threaded socket to accept 1 W schedule 40 pipe. Bases shall have holes for secure attachment to floor and hand hold for lifting Bases shall be square fabricated from heavy gauge hot rolled steel welded construction painted matte black. Provide rolling dolly to hold all boom bases SSRC boom base cart or equal Par Lens Cart Provide one restaurant grade and type molded plastic polymer and castered specialty cart formed for 8" diameter dishes. Capacity of "dishes" and carts as applicable for the quantity of Par lenses specified herein, minus one per fixture. Maximum Dimensions each cart: 32" x 24" x 24" Maximum dish size: 8.25" Four 5" diameter neoprene swivel casters: 2 standard and 2 with brakes Provide with vinyl dust cover Two handed "dish" access Acceptable product: lntermetro (PCD8) Polymer Poker Chip Dish Dolly Or equal CABLE Provide cable in quantities, lengths, and types as shown on 11- 61 -91 -A equipment list. Labeling: Provide each cables with four 3" clear shrink wrap pieces: Two shrink wrap pieces shall be installed on cables but left unshrunk, for User labeling. One shrink wrap piece shall be shrunk over machine printed length label. All cable shall have black tie line "installed" on each cable for tying each individual coil of cable. 20A rated stage extension cable All 2P &G connectors of the same manufacturer as those on the fixtures. Connectors shall provide clamping strain relief that tightly engages the cable jacket. Visible leads shall not be acceptable. Connectors shall have a Clear Cover. Strain relief mechanism shall be fully engaged. Cable shall be of neoprene covered, black, heavy duty SO. SOW or better three -wire 12/3 cable. Internal wiring shall be sized to circuit ampacity and shall be rated at 125 °C. Adaptors Provide two (2) 18" long NEMA L5 -20R to 2P &G Stage Pin Male Adaptors. Control cabling Cable assemblies shall be heavy touring grade TMB ProPlex cable or similar. GOODS AND SERVICES AGREEMENT - 15 - 3/2017 jahh. CITY OF ... Federal Way c ETY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 4V vwc4,vyftederehlw:Ay Co! Orchestra stand lighting multiple receptacle extension cord Provide two (2) PowerFLEX E- String. E- String shall be 12 AWG, (6) receptacles; 23' -4 "; Black, NEMA 5 -15 outlets on 4' -8" centers. Lex #50116BA 100A PORTABLE DISTRIBUTION BOXES Provide cable in quantities, lengths, and types as shown on 11- 61 -93 -A equipment list. Provide portable "distro- boxes" for the distribution of the 100A 3 -phase 120/208VAC company switch power outlets into various types of output power. Devices shall include 6' main SOW or SOOW pigtail with strain relief and safety interlocking connector that mates with the 100A pin and sleeve company switch as listed under Div. 26 IEC 60309 Pin and Sleeve connector. Provide input main breaker. Outputs shall mate with connectors required for devices such as 3 -phase chain hoists and lighting effects (not used concurrently). Connectors shall be distributed across the phases and color coded, shall include: (6) NEMA straight blade, 5 -20, 20A, single Phase (6) NEMA locking, L6 -20, 20A, Single Phase (4) NEMA locking, L21 -20, 20A Three Phase (1) NEMA Straight Blade, 14 -50. 50A, Single Phase (4) NEMA Locking, L16 -20, 20A, Three Phase (1) Califomia Style, 50A Single Phase (1) California Style, 50A Three Phase (1) Cam Type, 16 Series, 100A, Three Phase Verify maximum allowable amperage capacity with Manufacturer Distro -box shall include carrying handles and very heavy duty swivel casters. Individual connectors shall be provided with spring covers and breakers protected by an overall flip lid hinged cover. Dimensions shall be 22" x 17" x 18" Acceptable products shall be by Lex Products A50 power station Jr, part number PH100H1 -M7T- 81 AJ6CC 1 CS6DE4DN 1 DW 1 DX4DZ -SUB, or equal. INSTALLATION Deliver fixture `ready to hang" as described above and place on stage floor or storage room on ground floor as directed by City. Provide bill of materials for City to check when receiving equipment. Training Training shall include. but not be limited to: Safety precautions. Identification of all elements provided under this section. Maintenance, diagnostics and trouble shooting. Control operation training of the fixtures. GOODS AND SERVICES AGREEMENT - 16 - 3/2017 CITY OF Federal Way Operations and maintenance manual orientation. Care of equipment Use of ROM features on LED fixtures. Provide 4 hours of training, minimum. CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 :s wEV c:;tuoffecieravay cow REF DESCRIPTION MFR.; MODEL QTY NOTES Production Lighting Fixtures 1 CF Ellipsoidal Spotlight, 14 degree 2CF Ellipsoidal Spotlight, 19 degree 3CF Ellipsoidal Spotlight, 26 degree 4CF Ellipsoidal Spotlight, 36 degree 5CF Ellipsoidal Spotlight. 50 degree 6CF PAR Fixtures 7CF Source4 LED COLORSOURCE CYC Components & Spares 1SP HPL Lamp, 575W, 2000 hr lamp (S4 & PAR) 2SP Stage Pin Connector 3SP C -Clamp 4SP Safety Cable, Black 5SP Gel Frames. Source 4 ERS 6SP Gel Frames. Source 4 PAR Accessories 1ACC Top hat, Source 4 ERS 2ACC Half Hats. Source 4 ERS 3ACC Pattern Holders. A size, Source 4 ERS 4ACC Pattern Holders, Glass, Source 4 ERS 5ACC Barn Door, Source 4 PAR 6ACC Sidelight Boom Assemblies Cables 1C Powercon to Powercon Cable, 5 feet 2C 2P &G stage pin to Powercon cable 5 feet 3C 5 -pin DMX Cable, 5 feet 4C 5 -pin DMX Cable, 10 feet 5C 5 -pin DMX Cable. 25 feet 6C 5 -pin DMX Cable, 50 feet 7C 5 -pin DMX Cable, 100 feet 8C E- String stand light cord with 2P &G adapters Equipment/ Tools 1EQ Lens Cart 2EQ Ghostlight ETC ETC ETC ETC ETC ETC ETC Os. /Sylvania. GE Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contra ctor Contractor TMB TMB TMB TMB TMB LEX Intermetro Altman GOODS AND SERVICES AGREEMENT - 17 - 414 419 426 436 450 PAR -EA COLORSOURCE Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor Contractor ProPlex ProPlex ProPlex ProPlex ProPlex see spec PCD8 GHOST -LIGHT 14 14 30 26 8 26 10 A/R A/R A/R A/R A/R A/R With 4 standard lenses With Cyc adapter 1.5 x number of fixtures 1.1 x number of fixtures 1.1 x number of fixtures 1.5 x number of fixtures 1.5 x number of fixtures 1.5 x number of fixtures 20 Stackabie 20 Stackable 20 For Standard Patterns 5 For Effects patterns 16 6 leaf barndoor 8 see specs 15 Cable for CYC Fixtures 2 Cable for CYC Fixtures 15 Cable for DMX 10 Cable for DMX 5 Cable for DMX 5 Cable for DMX 2 Cable for DMX 2 per spec 1 1 with LED 20watt 3000k bulb 3/2017 CITY OF Federal Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way. WA 980 03 -6325 (253) 835 -7000 t41t4V c:ray:Wee/era/wayaura 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Seventy -Two Thousand Fourteen and 03/100 Dollars ($72,014.03) and Washington State sales tax equal to Seven Thousand Two Hundred One and 40/100 Dollars ($7,201.40) for a total of Seventy -Nine Thousand Two Hundred Fifteen and 43/100 Dollars ($79,215.43). GOODS AND SERVICES AGREEMENT - 18 - 3/2017 ACORN CERTIFICATE OF LIABILITY INSURANCE 1`/ DATE (MM/DD/YYYI) 6/28/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Leavitt Group Northwest PO Box 9068 Tacoma WA 98490 CONTACT CL Central NAME: WC, Nu ExD: (866) 298 -0570 �r (866)688 -5709 EIAAIL :cicnorthwesteleavitt.com ADDRESS INSURER(S) AFFORDING COVERAGE NAIC 1 INsuRERA:Mutual of Enumclaw 14761 1 INSURED Pacific Northwest Theatre Associates Richard Carlson 2414 SW Andover ST Seattle WA 98106 INSURER B : CPP001533203 INSURER C: 1/11/2018 INSURERD: $ 1,000,000 INSURERE: $ 300,000 INSURER F: COVERAGES CERTIFICATE NUMBER:17 /18 Master 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 (NSD SUBR WVD POLICY NUMBER POUCY EFF (MM/DD/YYYY) 1 POUCY EXP I (MM/DD/YYYY) UNITS A X COMMERCIAL GENERAL LIABILITY X Y CPP001533203 1/11/2017 1/11/2018 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 CLAIMS -MADE X OCCUR MEDEXP(Anyoneperson) $ 10,000 PERSONAL & ADV INJURY $ 1, 000, 000 GENERAL AGGREGATE $ 2,000,000 GEM_ X AGGREGATE POLICY OTHER: LIMIT APPUES JECT PER: LOC PRODUCTS - COMP/OP AGG $ 2,000,000 Employee Benefits $ 1,000,000 A AUTOMOBILE X X LL4BIUTY ANY AUTO ALL OWNED AUTOS HIRED AUTOS x SCHEDULED AUTOS NON -OWNED AUTOS X y CPP001533203 1/11/2017 1/11/2018 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Uninsured motorist combined $ 1,000,000 p� X UMBRELLAUAB EXCESS UAB OCCUR CLAIMS -MADE UNC000330903 1/11/2017 1/11/2018 EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4,000,000 $ DED RETENTON$ A WORKERS COMPENSATION AND EMPLOYERS' UABIUTY ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory lnNH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N/A WA Stop Gap CPP001533203 1/11/2017 1/11/2018 PER STATUTE X E ER E.L. EACH ACCIDENT $ 1,000,000 E.L.DSEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Hired Equipment CPP001533203 1/11/2017 1/11/2018 Limit $100,000 Deductible $500 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: PAEC Production Lighting Equipment Contract City of Federal Way is named additional insured with respects to general liability as per written contract with the named insured form EG20181012, waiver of subrogation form CG24040509, auto liability form EA99100513. CERTIFICATE HOLDER CANCELLATION Theresa .yvonne®cityoffeder 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 {-- D zcTrammell /DITRAM -0,) ACORD 25 (2014/01) INS025 (201401) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY EG20181012 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II - Who Is An Insured is amended to C. include as an additional insured: Any person or organization when you and such person or organization have agreed in writing in a contract or agreement, executed prior to any "oc- currence", that such person or organization be added as an additional insured on your policy. Such person or organization is an additional in- sured only with respect to liability for "bodily inju- ry", "property damage" or "personal and advertis- ing 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, or in connection with your premises owned by or rented to you. A person's or organization's status as an addition- al insured under this endorsement ends when your contract or agreement with such person or organization ends. B. The Limits of Insurance applicable to the Addi- tional Insured are those specified in the written contract or agreement but not more than the Lim- its of Insurance specified in the Declarations of this policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the declarations for the Named Insured. EG20181012 Section IV - Commercial General Liability Conditions, Paragraph 4. Other Insurance is amended to add the following subparagraph: d. Additional Insured's Other Insurance As Ex- cess Insurance To the extent required by an "insured contract ", this insurance is primary on behalf of the addi- tional insured, and any other insurance main- tained by the additional insured is excess and not contributory with this insurance. If the "in- sured contract" does not require this provision, then Paragraph a. above will apply. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 POLICY NUMBER: CPP 0015332 02 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: AS REQUIRED BY WRITTEN CONTRACT IN THE STATE OF WA 99999 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Sec- tion IV — Conditions: 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 ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 Wolters Kluwer Financial Services 1 Uniform Forms TM COMMERCIAL AUTO EA 99100913 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. The following changes revise SECTION I — COVERED AUTOS Paragraph C.1. is deleted and replaced with the following: 1. Trailers a. °Tracers' with a load capacity of 2,000 pounds or less designed primarily for travel on public roads; or b. 'Trailers' designed primarily for travel on public roads when: (1) Pulled by an owned private passenger auto specifically described in Item Three of the Declarations as a covered 'auto' for Liability Coverage under this Coverage Form; and (2) Not used for business, farming or ranching purposes. Private passenger auto means a four (4) wheeled motor vehicle of the private passenger, station wagon, pickup or van type designed for use on public highways and subject to motor vehicle registration. The following is added: D. Temporary Substitute Autos — Physical Damage If Physical Damage Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered 'auto" you own that is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. 'Loss'; or 5. Destruction. The coverage that applies is the same as the coverage provided for the vehicle being replaced. Physical Damage Coverage is extended to the temporary substitute auto for the lesser of the following number of days: 1. The number of days reasonably required to repair or replace the covered 'auto' that is out of service; or 2. 30 days. The following changes revise SECTION II — LIABILITY COVERAGE The following is added to Paragraph A.1.: d. Blanket Additional Insured Any person or organization that you are required to include as an additional insured on this Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that Is in effect during the policy period is an `insured' for Liability Coverage, but only for damages to which this insurance applies. A person's or organization's status as an additional insured under this endorsement ends when your contract or agreement with such person or organization ends. The Limits of Insurance applicable to the Additional Insured are those specified in the written contract or agreement but not more than the Limits of Insurance specified in the Declarations of this policy. The Limits of Insurance applicable to the Addiional Insured are inclusive of and not in addition to the Limits of Insurance shown in the declarations for the Named Insured. This Coverage does not apply to lessors of leased "autos ". EA 99 10 05 13 Includes copyrighted materiel of Insurance Services Office, inc. with its permission. Page 1 of 4 e. Broadened Named Insured Any business entity newly acquired or formed by you during the policy period provided you own 51% or more of the business entity and the business is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 90 days following acquisition or formation of the business entity or until the end of the policy period, whichever comes first. f. Employee Hired Auto An 'employee' of yours is an 'insured" while operating an "auto" hired or rented under a contract or agreement in that 'employee's' name, with your permission, while performing duties related to the conduct of your business. Paragraphs A.2.a.(2) and A.2.a.(4) are deleted and replaced with the foNowing: 2. Coverage Extensions a. Supplementary Payments (2) Up to $2,500 for cost of bail bonds (induding bonds for related traffic law violations) required because of an 'accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the 'insured" at our request, including actual loss of eamings up to $300 a day because of time off from work. The following changes revise SECTION 11I — PHYSICAL DAMAGE COVERAGE This coverage applies only for a covered "auto" for which Physical Damage Coverage is provided for on this policy. The following is added to Paragraph A.3: Glass Repair — Waiver of Deductible No deductible will apply to glass breakage if such glass is repaired in a manner acceptable to us rather than replaced. Paragraph A.4.a. is deleted and replaced with the following: 4. Coverage Extensions a. Limited Rental Reimbursement or Travel Expense We will pay up to $25 per day to a maximum of $250 for rental reimbursement expenses for the rental of an "auto" or other transportation expense incurred by you because of loss" to a covered "auto" which is covered by Comprehensive, Specified Causes of Loss, or Collision coverage EA 99 10 05 13 under this policy. No deductible applies to this coverage. (1) We will pay only for those expenses incurred as a result of a covered "loss" occurring during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: (a) The number of days reasonably required to repair or replace the covered "auto'. If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and retum it to you; or (b) 10 days. (2) Our payment under this Coverage Extension (4.a.) is limited to the lesser of the necessary and actual expenses incurred or the maximum amount shown, $250. Coverage under this Coverage Extension (4.a.) does not apply while there are spare or reserve "autos" available to you for your operations. The following is added to Paragraph A.4.: c. Transportation Expenses - Theft of a Private Passenger Auto In the event of "loss" to a covered private passenger type "auto" caused by a total theft which is covered by Comprehensive or Specified Causes of Loss Coverage on this policy, we will pay up to $25 per day to a maximum of $500 for transportation expenses incurred by you as a result of that "loss ". (1) We wiN pay for transportation expenses incurred during the period beginning 264 hours (11 days) after the "loss ". (2) Regardless of the policy's expiration, our reimbursement of your transportation expenses under this Coverage Extension will end when the covered "auto" is returned to your use or we pay for its loss ". (3) No deductible applies to this Coverage Extension. d. Tapes, Records and Discs We will pay for "loss" to tapes, records, compact discs, or other similar devices used with audio, visual or data electronic devices. (1) We will pay only if the tapes, records, compact discs, or other similar devices: (3) includes copyrighted materiel of Insurance Services Office, Inc. with its permission. Page 2 of 4 (a) Are your property or that of a family member; or (b) Are the property of an "employee' using a covered "auto" in your business affairs at the time of the loss'; and (c) Are in a covered "auto" which sustains other covered "loss" under Comprehensive or Collision coverage at the time of the "loss" to tapes, records, compact discs, or other similar devices. (2) The most we will pay for "loss' under this Coverage Extension (4.d.) is $200. (3) Physical Damage Coverage provisions apply to this coverage, except that any deductible applicable to Comprehensive or Collision coverage does not apply to this Coverage Extension (4.d.). The exclusion referring to tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment does not apply. e. Camper Bodies In the event of a "loss" to a detached "camper," physical damage coverage will apply as if it were part of the covered "auto" on which it is rated. f. Contents of a Travel Trailer, Camper or Motor Home When a Travel Trailer, 'Camper" or Motor Home is a scheduled auto for physical damage coverage, we win pay up to $1,000 for 'foss" to personal property belonging to you or a family member that is within the Travel Trailer, 'Camper or Motor Home. We will pay up to $250 for "loss" to personal property belonging to you or a family member that is outside the Travel Trailer, "Camper" or Motor Home. (1) Woe will not pay for loss" to: (a) Articles carried or held for sale, storage or repairs, or for later delivery; goods kept to show or sell; or theatrical wardrobes. (b) Business, store of office furniture or equipment. (c) Records or accounts, money, bullion, deeds, contracts, evidences of debt, securities, tokens or tickets, stamps in current use or manuscripts. 0. (d) Animals, private passenger "autos," motorcycles, aircrafts, boats or any other motorized vehicles or their equipment, fumishings or appurtenances. (e) Equipment or accessories while your Travel Trailer, 'Camper or Motor Home is leased or rented to any organization or any person other than you or a family member. (2) The maximum we will pay for "loss' is the lesser of: (a) The actual cash value of the personal property at the time of loss'; (b) The cost of repairing the damage; or (c) The cost of replacing the damaged personal property wlilh other personal property of like kind, condition, quafrty and value. Vacation Expense Allowance We will pay you $50 per day to a maximum of $500 for extra expenses when a Travel Trailer, "Camper or Motor Horne is a scheduled auto for physical damage coverage, and the Travel Trailer, 'Camper or Motor Home: (1) Is damaged or destroyed and is uninhabitable; and (2) While being used for vacation purposes within the policy period. Extra expenses must be supported by receipts or other valid evidence. The following is added to Paragraph A.: 5. Extra Expense — Broadened Coverage WAS wnl pay for the direct expense of the returning of a stolen covered 'auto' to you. We will pay only for those covered 'autos' for which you carry Comprehensive or Specified Causes of Loss Coverage. This coverage will only apply to vehicles recovered inside the 48 contiguous United States. This coverage does not apply to an "auto' we deem a total "loss ". The following is added to Paragraph B.3.a.: Airbag Coverage — Accidental Deployment However, this exclusion does not apply to the unintended inflation of an airbag if the inflation is caused by mechanical or electrical breakdown. EA 99 10 45 12 Includes copyrighted material of Insurance Services Office. Inc. with its permission. Page 3 of 4 The following changes revise SECTION IV — BUSINESS AUTO CONDITIONS The following is added to Paragraph A.2.a.: Amended Duties in the Event of an Accident, Claim, Lawsuit or Loss However, this duty is only required when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited lability company; or (4) An executive officer or insurance manager, if you are a corporation. The following is added to Paragraph A.: 6. Blanket Waiver of Subrogation We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" because of payments we make for damages under this coverage form. The following is added to Paragraph B.2.: Unintentional Failure to Disclose Hazards Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. Paragraph B.5.b. is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire,, rent or borrow; and (2) Any covered 'auto' hired or rented by your "employee' under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto ". The following is added to Paragraph B.S. e. To the extent required by an "insured contract this insurance is primary on behalf of the additional insured, and any other insurance maintained by the additional insured is excess and not contributory with this insurance. If the "insured contract' does not require this provision, then Paragraph a. above will apply. The following changes revise SECTION V — DEFINITIONS The following is added: Q. "Camper" means a portable dwelling unit without axles or wheels that has been manufactured for attachment on the bed of a pickup truck to be used for casual travel or camping. EA 9910 0513 includes copyrighted material of insurance Services Office, Inc. with its peruse' sion. Page 4 of 4 IL. 01 46 08 10 WASHINGTON COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. The conditions in this endorsement replace any similar conditions in the policy that are less favorable to the insured. A. Cancellation 1. The first Named Insured shown in the Declarations may cancel this policy by notifying us or the insurance producer in one of the following ways: a. Written notice by mail, fax or e-mail; b. Surrender of the policy or binder; or c. Verbal notice. Upon receipt of such notice, we will cancel this policy or any binder issued as evidence of coverage, effective on the later of the following: a. The date on which notice is received or the policy or binder is surrendered; or b. The date of cancellation requested by the first Named Insured. 2. We may cancel this policy by mailing or delivering to the first Named Insured and the first Named Insured's agent or broker written notice of cancellation, including the actual reason for the cancellation, to the last mailing address known to us, at least: a. 10 days before the effective date of cancellation if we cancel for non- payment of premium; or b. 45 days before the effective date of cancellation if we cancel for any other reason; except as provided in Paragraphs 3. and 4. below. IL 01 46 08 10 3. We may cancel the Commercial Property Coverage Part and the Capital Assets Program (Output Policy) Coverage Part, if made a part of this policy, by mailing or delivering to the first Named Insured and the first Named insured's agent or broker written notice of cancellation at least five days before the effective date of can- cellation for any structure where two or more of the following conditions exist: a. Without reasonable explanation, the structure is unoccupied for more than 60 consecutive days, or at least 65% of the rental units are unoccupied for more than 120 consecutive days, un- less the structure is maintained for sea- sonal occupancy or is under construc- tion or repair; b. Without reasonable explanation, prog- ress toward completion of permanent repairs to the structure has not occur- red within 60 days after receipt of funds following satisfactory adjustment or adjudication of loss resulting from a fire; c. Because of its physical condition. the structure is in danger of collapse; d. Because of its physical condition, a vacation or demolition order has been issued for the structure, or it has been declared unsafe in accordance with applicable law; e. Fixed and salvageable items have been removed from the structure, indicating an intent to vacate the structure; f. Without reasonable explanation, heat, water, sewer and electricity are not fur- nished for the structure for 60 con- secutive days; or g. The structure is not maintained in substantial compliance with fire, safety and building codes. e Insurance Services Office, Inc., 2010 Page 1 of 4 Wolters Kluwer Financial Services I Uniform FormsTM 4. if: a. You are an individual; b. A covered auto you own is of the "private passenger type "; and c. The policy does not cover garage, auto- mobile sales agency, repair shop, service station or public parking place operations hazards; we may cancel the Commercial Automobile Coverage Part by mailing or delivering to the first Named Insured and the first Named Insured's agent or broker written notice of cancellation, including the actual reason for cancellation, to the last mailing address known to us: a. At least 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. At least 10 days before the effective date of cancellation for any other reason if the policy is in effect Less than 30 days; or c. At least 20 days before the effective date of cancellation for other than non- payment if the policy is in effect 30 days or more; or d. At least 20 days before the effective date of cancellation if the policy is in effect for 60 days or more or is a renewal or continuation policy, and the reason for cancellation is that your driver's license or that of any driver who customarily uses a covered "auto" has been suspended or revoked during policy period. 5. We will also mail or deliver to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to (1s, written notice of cancellation, prior to the effective date of cancellation. If can- cellation is for reasons other than those contained in Paragraph A.3. above, this notice will be the same as that mailed or delivered to the first Named Insured. If cancellation is for a reason contained in Paragraph A.3. above, we will mail or deliver this notice at least 20 days prior to the effective date of cancellation. 6. Notice of cancellation will state the effec- tive date of cancellation. The policy period will end on that date. Page 2 of 4 7. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund will be at least 90% of the pro rata refund unless the following applies: a. For Division Two - Equipment Break- down, if the first Named insured can- cels, the refund will be at least 75% of the pro rata refund. b. If: (1) You are an individual; (2) A covered auto you own is of the "private passenger type "; (3) The policy does not cover garage, automobile sales agency, repair shop, service station or public parking place operations hazards; and (4) The first Named Insured cancels; the refund will be not less than 90% of any unearned portion not exceeding $100, plus 95% of any unearned por- tion over $100 but not exceeding $500, and not Tess than 97% of any unearned portion in excess of $500. The cancellation will be effective even if we have not made or offered a refund. 8. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes The policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years a fterward. D. Inspection And Surveys 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. e Insurance Services Office, Inc., 2010 IL 01 46 08 10 2. We are not obligated to make any inspec- tions, surveys, reports or recommen- dations, and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organ- ization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organiza- tion which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recommendations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or elevators. E. Premiums The first Named Insured shown in the Declare tions: 1. Is responsible for the payment of all pre- miums; and 2. Will be the payee for any retum premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be trans- ferred to your legal representative but only white acting within the scope of duties as your legal representative. Until your legal represen- tative is appointed, anyone having proper tem- porary custody of your property will have your rights and duties but only with respect to that property. G. Nonrenewal 1. We may elect not to renew this policy by mailing or delivering written notice of non - renewal, stating the reasons for non- renewal, to the first Named Insured and the first Named Insured's agent or broker, at their last mailing addresses known to us. We will also mail to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to us, written notice of nonrenewal. We will mail or deliver these notices at least 45 days before the: a. Expiration of the policy; or b. Anniversary date of this policy if this policy has been written for a term of more than one year. Otherwise, we will renew this policy un- less: a. The first Named Insured fails to pay the renewal premium after we have ex- pressed our willingness to renew, in- cluding a statement of the renewal premium. to the first Named Insured and the first Named Insured's insurance agent or broker, at feast 20 days before the expiration date; b. Other coverage acceptable to the in- sured has been procured prior to the expiration date of the policy; or c. The policy clearly states that it is not renewable and is for a specific line, sub- classification, or type of coverage that is not offered on a renewable basis. 2. If: a. You are an individual; b. A covered auto you own is of the "private passenger type "; and c. The policy does not cover garage, auto- mobile sales agency, repair shop, serv- ice station or public parking place operations hazards; IL 01 46 08 10 c Insurance Services Office, Inc., 2010 Page 3 of 4 the following applies to nonrenewal of the Commercial Automobile Coverage Part in place of G.1.: a. We may elect not to renew or continue this policy by mailing or delivering to you and your agent or broker written notice at least 20 days before the end of the policy period, including the actual reason for nonrenewal. If the policy period is more than one year, we will have the right not to renew or con- tinue it only at an anniversary of its original effective date. If we offer to renew or continue and you do not accept, this policy will terminate at the end of the current policy period. Failure to pay the required renewal or continu- ation premium when due shall mean that you have not accepted our offer. Page 4 of 4 b. We will not refuse to renew Liability Coverage or Collision Coverage solely because an "insured" has submitted claims under Comprehensive Coverage or Towing And Labor Coverage. c. if we fail to mail or deliver proper notice of nonrenewal and you obtain other insurance, this policy will end on the effective date of that insurance. Insurance Services Office, Inc., 2010 IL 01 46 08 10 4 1RD CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD/YYYY) 6/28/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Leavitt Group Northwest PO Box 9068 Tacoma WA 98490 CONTACT CL Central NAME: PHONE No. Eltt): (866) 298 -0570 FAX No): (866) 688 -5709 &MAIL cicnorthwest @leavitt.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERAMutua1 of Enumclaw 14761 INSURED Pacific Northwest Theatre Associates Richard Carlson 2414 SW Andover ST Seattle WA 98106 INSURER B : 1/11/2017 INSURERC: EACH OCCURRENCE INSURER D : DAMAGE TO PREMISES (EaEoccurrence) INSURERE: INSURER F: CLAIMS -MADE X OCCUR RAGE CERTIFICATE NUMBER:17 /18 Master 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 IMMIDDIYYYY) POLICY EXP (MMIDDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X Y CPP001533203 1/11/2017 1/11/2018 EACH OCCURRENCE $ 1,000,000 DAMAGE TO PREMISES (EaEoccurrence) $ 300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ '10,000 PERSONAL & ADV INJURY $ 1, 000, 000 GENERAL AGGREGATE $ 2, 000, 000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES JECT PER: LOC PRODUCTS - COMP/OP AGG $ 2,000,000 Employee Benefits $ 1,000,000 A AUTOMOBILE R X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS _ X SCHEDULED AUTOS NON-OWNED AUTOS X y CPP001533203 1/11/2017 1/11/2018 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) $ 1, 000, 000 $ BODILYINJURY(Peraccident) $ $ PROPERTY DAMAGE (Per accident) Uninsured motorist combined $ 1,000,000 A X UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE UMC000330903 1/11/2017 1/11/2018 EACH OCCURRENCE $ 4,000,000 $ 4,000,000 AGGREGATE 8 DED RETENTION$ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) Wan?,under DESCRIPTION OF OPERATIONS below YIN NIA WA Stop Gap CPP001533203 1/11/2017 1/11/2018 I STA UTE X I OTH E.L. EACH ACCIDENT 8 1,000,000 $ 1,000,000 E.L. DISEASE - EA EMPLOYE q E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Hired Equipment CPP001533203 1/11/2017 1/11/2018 Limit $100,000 Deductible $500 DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: PAEC Production Lighting Equipment Contract City of Federal Way is named additional insured with respects to general liability as per written contract with the named insured form EG20181012, waiver of subrogation form CG24040509, auto liability form EA99100513. CANCELLATION —` v" - ..__ - -` Theresa.yvonne @cityoffeder 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 D zcTrammell /DITRAM CZ:)(J ACORD 25 (2014/01) 1NS025 (201401) ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CPP 0015332 02 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: AS REQUIRED BY WRITTEN CONTRACT IN THE STATE OF WA 99999 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Sec- tion IV — Conditions: 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 ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 Wolters Kluwer Financial Services 1 Uniform Forms TM COMMERCIAL AUTO EA99100513 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. The following changes revise SECTION I — COVERED AUTOS Paragraph C.1. is deleted and replaced with the following: 1. Trailers a. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads; or b. "Trailers' designed primarily for travel on public roads when: (1) Pulled by an owned private passenger auto specifically described in Item Three of the Declarations as a covered 'auto' for Liability Coverage under this Coverage Form; and (2) Not used for business, farming or ranching purposes. Private passenger auto means a four (4) wheeled motor vehicle of the private passenger, station wagon, pickup or van type designed for use on public highways and subject to motor vehicle registration. The following is added: D. Temporary Substitute Autos — Physical Damage If Physical Damage Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered `auto' you own that is out of service because of Its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss "; or 5. Destruction. The coverage that applies is the same as the coverage provided for the vehicle being replaced. Physical Damage Coverage is extended to the temporary substitute auto for the lesser of the following number of days: 1. The number of days reasonably required to repair or replace the covered 'auto" that is out of service; or 2. 30 days. The following changes revise SECTION II — UABIUTY COVERAGE The following is added to Paragraph A.1.: d. Blanket Additional Insured Any person or organization that you are required to include as an additional insured on this Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured' for Liability Coverage, but only for damages to which this insurance applies. A person's or organization's status as an additional insured under this endorsement ends when your contract or agreement with such person or organization ends. The Limits of Insurance applicable to the Additional Insured are those specified in the written contract or agreement but not more than the Limits of Insurance specified in the Declarations of this policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the declarations for the Named Insured. This Coverage does not apply to lessors of leased "autos ". EA 99 10 05 13 Includes copyrighted materiel of Insurance Services Office, Inc. with its permission. Page 1 of 4 e. Broadened Named Insured Any business entity newly acquired or formed by you during the policy period provided you own 51% or more of the business entity and the business is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 90 days following acquisition or formation of the business entity or until the end of the policy period, whichever comes first. f. Employee Hired Auto An "employee" of yours is an 'insured' while operating an "auto" hired or rented under a contract or agreement in that 'employee's" name, with your permission, while performing duties related to the conduct of your business. Paragraphs A.2.a.(2) and A.2.a.(4) a+e deleted and replaced with the foNowing: 2. Coverage Extensions a. Supplementary Payments (2) Up to $2,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the 'insured" at our request, including actual loss of earnings up to $300 a day because of time off from work. The following changes revise SECTION III — PHYSICAL DAMAGE COVERAGE This coverage applies only for a covered "auto' for which Physical Damage Coverage is provided for on this policy. The following is added to Paragraph A.3: Glass Repair — Waiver of Deductible No deductible will apply to glass breakage if such glass is repaired in a manner acceptable to us rather than replaced. Paragraph A.4.a. is deleted and replaced with the following: 4. Coverage Extensions a. Limited Rental Reimbursement or Travel Expense We will pay up to $25 per day to a maximum of $250 for rental reimbursement expenses for the rental of an "auto" or other transportation expense incurred by you because of "loss" to a covered "auto" which is covered by Comprehensive, Specified Causes of Loss, or Collision coverage EA 99 10 05 13 under this policy. No deductible applies to this coverage. (1) We will pay only for those expenses incurred as a result of a covered "loss" occurring during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: (a) The number of days reasonably required to repair or replace the covered "auto ". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and retum it to you; or (b) 10 days. (2) Our payment under this Coverage Extension (4.a.) is limited to the lesser of the necessary and actual expenses incurred or the maximum amount shown, $250. Coverage under this Coverage Extension (4.a.) does not apply whNe there are spare or reserve "autos" available to you for your operations. The following is added to Paragraph A.4.: c. Transportation Expenses - Theft of a Private Passenger Auto In the event of "loss" to a covered private passenger type "auto" caused by a total theft which is covered by Comprehensive or Specified Causes of Loss Coverage on this poNcy, we will pay up to $25 per day to a maximum of $500 for transportation expenses incurred by you as a result of that "loss ". (3) (1) We wiN pay for transportation expenses incurred during the period beginning 264 hours (11 days) after the "loss ". (2) Regardless of the policy's expiration, our reimbursement of your transportation expenses under this Coverage Extension will end when the covered "auto" is retumed to your use or we pay for its "loss ". (3) No deductible applies to this Coverage Extension. d. Tapes, Records and Discs We will pay for "loss" to tapes, records, compact discs, or other similar devices used with audio, visual or data electronic devices. (1) We will pay only if the tapes, records, compact discs, or other similar devices: Includes copyrighted materiel of Insurance Services Office, Inc. with its permission. Page 2 of 4 (a) Are your property or that of a family member; or (b) Are the property of an "employee" using a covered "auto" in your business affairs at the time of the loss"; and (c) Are in a covered "auto" which sustains other covered "loss" under Comprehensive or Collision coverage at the time of the loss" to tapes, records, compact discs, or other similar devices. (2) The most we will pay for "loss" under this Coverage Extension (4.d.) is $200. (3) Physical Damage Coverage provisions apply to this coverage, except that any deductible applicable to Comprehensive or Collision coverage does not apply to this Coverage Extension (4.d.). The exclusion referring to tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment does not apply. e. Camper Bodies In the event of a "loss" to a detached "camper," physical damage coverage will apply as if it were part of the covered "auto" on which it is rated. f. Contents of a Travel Trailer, Camper or Motor Home When a Travel Trailer, "Camper" or Motor Home is a scheduled auto for physical damage coverage, we will pay up to $1,000 for "toss" to personal property belonging to you or a family member that is within the Travel Trailer, "Camper" or Motor Home. We will pay up to $250 for "toss" to personal property belonging to you or a family member that is outside the Travel Trailer, "Camper" or Motor Home. (1) We will not pay for °loss" to: (a) Articles carried or held for sale, storage or repairs, or for later delivery; goods kept to show or sell; or theatrical wardrobes. (b) Business, store of office furniture or equipment. (c) Records or accounts, money, bullion, deeds, contracts, evidences of debt, securities, tokens or tickets, stamps in current use or manuscripts. EA 99 10 05 13 0. (d) Animals, private passenger "autos," motorcycles, aircrafts, boats or any other motorized vehicles or their equipment, furnishings or appurtenances. (e) Equipment or accessories while your Travel Trailer, "Camper" or Motor Home is leased or rented to any organization or any person other than you or a family member. (2) The maximum we will pay for "loss" is the lesser of: (a) The actual cash value of the personal property at the time of "toss"; (b) The cost of repairing the damage; or (c) The cost of replacing the damaged personal property with other personal property of like kind, condition, quality and value. Vacation Expense Allowance We will pay you $50 per day to a maximum of $500 for extra expenses when a Travel Trailer, "Camper" or Motor Horne is a scheduled auto for physical damage coverage, and the Travel Trailer, "Camper" or Motor Home: (1) Is damaged or destroyed and is uninhabitable; and (2) While being used for vacation purposes within the policy period. Extra expenses must be supported by receipts or other valid evidence. The following is added to Paragraph A.: 5. Extra Expense — Broadened Coverage We will pay for the direct expense of the returning of a stolen covered "auto" to you. We will pay only for those covered "autos" for which you carry Comprehensive or Specified Causes of Loss Coverage. This coverage will only apply to vehicles recovered inside the 48 contiguous United States. This coverage does not apply to an "auto" we deem a total "loss". The following is added to Paragraph B.3.a.: Airbag Coverage — Accidental Deployment However, this exclusion does not apply to the unintended Inflation of an airbag if the inflation is caused by mechanical or electrical breakdown. Includes copyrighted materiel of Insurance Services Office, Inc. with its permission. Page 3 of 4 The following changes revise SECTION IV — BUSINESS AUTO CONDITIONS The following is added to Paragraph A.2.a.: Amended Duties in the Event of an Accident, Claim, Lawsuit or Loss However, this duty is only required when the "accident' is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. The following is added to Paragraph A.: 6. Blanket Waiver of Subrogation We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident' because of payments we make for damages under this coverage form. The following is added to Paragraph B.2.: Unintentional Failure to Disclose Hazards Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. Paragraph B.5.b. is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos' you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered 'auto' hired or rented by your "employee' under a contract in that individual 'employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto ". The following is added to Paragraph B.5. e. To the extent required by an "insured contract", this insurance is primary on behalf of the additional insured, and any other insurance maintained by the additional insured is excess and not contributory with this insurance. If the "insured contract" does not require this provision, then Paragraph a. above will apply. The following changes revise SECTION V — DEFINITIONS The following is added: Q. "Camper" means a portable dwelling unit without axles or wheels that has been manufactured for attachment on the bed of a pickup truck to be used for casual travel or camping. EA 99 10 0513 Includes copyrighted materiel of Insurance Services Office. inc. with its permission. Page 4 of 4 IL 01 46 08 10 WASHINGTON COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. The conditions in this endorsement replace any similar conditions in the policy that are less favorable to the insured. A. Cancellation 1. The first Named Insured shown in the Declarations may cancel this policy by notifying us or the insurance producer in one of the following ways: a. b. c. Written notice by mail, fax or e-mail; Surrender of the policy or binder; or Verbal notice. Upon receipt of such notice, we will cancel this policy or any binder issued as evidence of coverage, effective on the later of the following: a. The date on which notice is received or the policy or binder is surrendered; or b. The date of cancellation requested by the first Named Insured. 2. We may cancel this policy by mailing or delivering to the first Named Insured and the first Named Insured's agent or broker written notice of cancellation, including the actual reason for the cancellation, to the last mailing address known to us, at least: a. 10 days before the effective date of cancellation if we cancel for non- payment of premium; or b. 45 days before the effective date of cancellation if we cancel for any other reason; except as provided in Paragraphs 3. and 4. below. IL 01 46 08 10 3. We may cancel the Commercial Property Coverage Part and the Capital Assets Program (Output Policy) Coverage Part, if made a part of this policy, by mailing or delivering to the first Named Insured and the first Named Insured's agent or broker written notice of cancellation at least five days before the effective date of can- cellation for any structure where two or more of the following conditions exist: a. Without reasonable explanation, the structure is unoccupied for more than 60 consecutive days, or at least 65% of the rental units are unoccupied for more than 120 consecutive days, un- less the structure is maintained for sea- sonal occupancy or is under construc- tion or repair; b. Without reasonable explanation, prog- ress toward completion of permanent repairs to the structure has not occur- red within 60 days after receipt of funds following satisfactory adjustment or adjudication of loss resulting from a fire; o. Because of its physical condition, the structure is in danger of collapse; d. Because of its physical condition, a vacation or demolition order has been issued for the structure, or it has been declared unsafe in accordance with applicable law; e. Fixed and salvageable items have been removed from the structure, indicating an intent to vacate the structure; f. Without reasonable explanation, heat, water, sewer and electricity are not fur- nished for the structure for 60 con- secutive days; or g. The structure is not maintained in substantial compliance with fire, safety and building codes. ' Insurance Services Office, Inc., 2010 Page 1 of 4 Wolters Kluwer Financial Services 1 Uniform FormsTH 4. If: a. You are an individual; b. A covered auto you own is of the "private passenger type "; and c. The policy does not cover garage, auto- mobile sales agency, repair shop, service station or public parking place operations hazards; we may cancel the Commercial Automobile Coverage Part by mailing or delivering to the first Named Insured and the first Named Insured's agent or broker written notice of cancellation, including the actual reason for cancellation, to the last mailing address known to us: s. At least 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. At least 10 days before the effective date of cancellation for any other reason if the policy is in effect less than 30 days; or c. At least 20 days before the effective date of cancellation for other than non- payment if the policy is in effect 30 days or more; or d. At least 20 clays before the effective date of cancellation if the policy is in effect for 60 days or more or is a renewal or continuation policy, and the reason for cancellation Is that your driver's license or that of any driver who customarily uses a covered "auto" has been suspended or revoked during policy period. 5. We will also mail or deliver to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to us, written notice of cancellation, prior to the effective date of cancellation. If can- cellation is for reasons other than those contained in Paragraph A.3. above, this notice will be the same as that mailed or delivered to the first Named Insured. If cancellation is for a reason contained in Paragraph A.3. above, we will mail or deliver this notice at least 20 days prior to the effective date of cancellation. 6. Notice of cancellation will state the effec- tive date of cancellation. The policy period will end on that date. Page 2 of 4 7. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund will be at least 90% of the pro rata refund unless the following applies: a. For Division Two - Equipment Break- down, if the first Named Insured can- cels, the refund will be at least 75% of the pro rata refund. b. If: (1) You are an individual; (2) A covered auto you own is of the "private passenger type "; (3) The policy does not cover garage, automobile sales agency, repair shop, service station or public parking place operations hazards; and (4) The first Named Insured cancels; the refund will be not less than 90% of any unearned portion not exceeding $100, plus 95% of any unearned por- tion over $ 100 but not exceeding $500, and not Tess than 97% of any unearned portion in excess of $500. The cancellation will be effective even if we have not made or offered a refund. 8. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes The policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years a fterward. D. Inspection And Surveys 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. e Insurance Services Office, Inc., 2010 IL 01 46 08 10 2. We are not obligated to make any inspec- tions, surveys, reports or recommen- dations, and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organ- ization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organiza- tion which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recommendations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or elevators. E. Premiums The first Named Insured shown in the Declare Lions: 1. Is responsible for the payment of all pre- miums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be trans- ferred to your legal representative but only white acting within the scope of duties as your legal representative. Until your legal represen- tative is appointed, anyone having proper tem- porary custody of your property will have your rights and duties but only with respect to that property. G. Nonrenewal 1. We may elect not to renew this policy by mailing or delivering written notice of non - renewal, stating the reasons for non - renewal, to the first Named Insured and the first Named Insured's agent or broker, at their last mailing addresses known to us. We will also mail to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to us, written notice of nonrenewal. We will mail or deliver these notices at least 46 days before the: a. Expiration of the policy; or b. Anniversary date of this policy if this policy has been written for a term of more than one year. Otherwise, we will renew this policy un- less: a. The first Named Insured fails to pay the renewal premium after we have ex- pressed our willingness to renew, in- cluding a statement of the renewal premium, to the first Named Insured and the first Named Insured's insurance agent or broker, at least 20 days before the expiration date; b. Other coverage acceptable to the in- sured has been procured prior to the expiration date of the policy; or o. The policy clearly states that it is not renewable and is for a specific line, sub- classification, or type of coverage that is not offered on a renewable basis. 2. If: a. You are an individual; b. A covered auto you own is of the "private passenger type "; and c. The policy does not cover garage, auto- mobile sales agency, repair shop, serv- ice station or public parking place operations hazards; IL 01 46 08 10 e Insurance Services Office, Inc., 2010 Page 3 of 4 the following applies to nonrenewal of the Commercial Automobile Coverage Part in place of C3.1.: a. We may elect not to renew or continue this policy by mailing or delivering to you and your agent or broker written notice at least 20 days before the end of the policy period, including the actual reason for nonrenewal. If the policy period is more than one year, we will have the right not to renew or con- tinue it only at an anniversary of its original effective date. If we offer to renew or continue and you do not accept, this policy will terminate at the end of the current policy period. Failure to pay the required renewal or continu- ation premium when due shaii mean that you have not accepted our offer. Page 4 of 4 b. We will not refuse to renew Liability Coverage or Collision Coverage solely because an "insured" has submitted claims under Comprehensive Coverage or Towing And Labor Coverage. c. If we fail to mail or deliver proper notice of nonrenewal and you obtain other insurance, this policy will end on the effective date of that insurance. 0 Insurance Services Office, Inc., 2010 IL 01 46 08 10 COMMERCIAL GENERAL LIABILITY EG20181012 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT 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 when you and such person or organization have agreed in writing in a contract or agreement, executed prior to any "oc- currence", that such person or organization be added as an additional insured on your policy. Such person or organization is an additional in- sured only with respect to liability for "bodily inju- ry', "property damage" or "personal and advertis- ing 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, or in connection with your premises owned by or rented to you. A person's or organization's status as an addition- al insured under this endorsement ends when your contract or agreement with such person or organization ends. B. The Limits of Insurance applicable to the Addi- tional Insured are those specified in the written contract or agreement but not more than the Lim- its of Insurance specified in the Declarations of this policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the declarations for the Named Insured. EG20181012 C. Section IV - Commercial General Liability Conditions, Paragraph 4. Other Insurance is amended to add the following subparagraph: d. Additional Insured's Other Insurance As Ex- cess Insurance To the extent required by an "insured contract ", this insurance is primary on behalf of the addi- tional insured, and any other insurance main- tained by the additional insured is excess and not contributory with this insurance. If the "in- sured contract" does not require this provision, then Paragraph a. above will apply. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1