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AG 17-168RETURN TO: f J 4S. ;r4_/ EXT: 10) CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: f d is bra► t & EXT: %O 3 D 3. DATE REQ. BY: 74 G /d /7 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT 'GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: "x/ eC 5.-x1 p (-Aro r'i 4 6. NAME OF CONTRACTOR: / a e,'.rie fro r Aluve$lt 7401fe 4.10cAvis Araysi 4 ∎0 Co' /•00911•11 ADDRESS: Z. Y /V SA/ Asti. vet. Si. C /OD, Se&"Me /WA 9S,o b TELEPHONE Z.& —Z4 7- /7$/ E -MAIL: IQ Cep r /se N P n ta. . Cs � FAX Lp0 - CL7 — r11 ? SIGNATURE NAME: .�� 1 t j 9 `J' rS(7V TITLE gigs 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTH,O-R�ITTY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: ! h t 461, ll V COMPLETION DATE: 9. TOTAL COMPENSATION $ 66 25'5 • 2 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES WO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 'i(YES ❑ NO IF YES, $ G 10 Z. Z .3o PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED '7- ❑ PURCHASING: PLEASE CHARGE TO: 308 - 5800 - I/O - 59Y - 58 - vs.; 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ,DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ii- Z} J411 Le11 COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 7/r /ts /7 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG ❑ SIGNED COPY RETURNED DATE SENT: INITIAL / DATE SIGNED /Uoi Zo7 7 COMMENTS: CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyoffederalway com GOODS AND SERVICES AGREEMENT FOR PAEC STAGE DRAPERIES This Goods and Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Pacific Northwest Theatre Associates 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 The Parties agree as follows: CITY OF FEDERAL WAY: Theresa Yvonne, Executive Director 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835 -7013 (telephone) (253) 835 -2409 (facsimile) Theresa .yvonne(ccityoffederalway.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than August 1, 2017 ("Tenn"). 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 five (5) 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 (1) year from the date such correction is completed and accepted by the GOODS AND SERVICES AGREEMENT - 1 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffedera! ay corn City. The Contractor shall begin to correct any defects within fourteen (14) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City' s knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit `B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum GOODS AND SERVICES AGREEMENT - 2 - 3/2017 CIT OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wtivw r_ it yoffederahvww cortt 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. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. GOODS AND SERVICES AGREEMENT - 3 - 3/2017 CITY F O Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyoffederatwaycorn 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products- completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which 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 wwv cityoffederalway coin 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 C17y OF CITY HALL 33325 8th Avenue South Fe d e ra 1 Way Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederatway corn 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor' s performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice GOODS AND SERVICES AGREEMENT - 6 - 3/2017 / CITY OF CITY HALL 33325 8th Avenue South Fe d e ra 1 \Nay Federal Way, WA 98003 -6325 (253) 835 -7000 wwww c,tyoffederahway corn so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 7 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cit yoffederahvay corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: 7/13/2017 ATTEST: tep anie Courtney, CM 1' ity Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney PACIFIC NORTHWEST THEATRE ASSOCIATES ACQUISITION CORPORATION: B /� Y• Printed Name: Richard Carlson Title: President DATE: 7/10/2017 STATE OF WASHINGTON ) ) ss. COUNTY OF ¥.lfl ) On this day personally appeared before me ill( (d () V 156 fl , to me known to be the that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument. of ?NTA GIVEN my hand and official seal this \ ?, day of CHANTELLE GOETSCH Notary Public State of Washington My Appointment expires Jan 11, 2021 Notary's signature Notary's printed name Notary Public in and for the State of Washington. My commission expires f � '%Z / GOODS AND SERVICES AGREEMENT 8 3/2017 CIi Of ti Federal Y Way EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cd yoffederalway corn Fabricate, ship and coordinate install of new theatrical stage draperies as per Quote dated May 19, 2017. The Grand, valance and cyc will be completed by August 14, 2017. The remainder of the drape package will be complete by August 28, 2017. Product Data: Submit data sheets for all standard component parts, which shall include all information necessary to verify compliance with this Section. Submit all details how each type of drape will be constructed Product data shall properly identify each component's intended use. Any options or variations must be clearly noted. Provide custom died one square yard custom color samples for approval by architect and City. Samples: Samples shall not be electronic. Submit the following samples for approval: 1 bolt yard selected velour color. 3 square feet of main curtain lining. Sewing detail sampler demonstrating main curtain and cyc, showing top, side and bottoms. (2) 12" sections of 1" pipe with sleeve insert with internal clamp. Record Documents: At time of delivery, submit the following record documents: Bill of materials Product data Flame certifications Care and maintenance instructions Service line and online contacts and warranty documents. Any other data which was part of the submittals. GOODS AND SERVICES AGREEMENT 9 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityof ederalwrry corn Submit record documents as three hard copies and one electronic copy in PDF format on CD or USB memory stick, Hardcopies shall be delivered in a 3 -ring binder. Flame certificates, Warranty and any instruction booklets shall be in clear plastic sleeves. QUALITY ASSURANCE Equipment shall be provided by specialty subcontractors and manufacturers meeting the qualifications listed herein. Specialty subcontractor shall have been continuously engaged in the sales of drapery equipment similar to that specified herein for a minimum of fifteen years. Specialty subcontractors shall have at time of bid and continuously maintain throughout the project and warranty period a Specialty Contractor's license appropriate for the work. 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 shipping shall be borne by the Contractor. Draperies shall be packed and shipped in methods and containers that shall prevent crushing of finished goods. MAINTENANCE Maintenance stock shall include: Drapery remnants. 10% Spare Carabiners 10% spare pre -cut tie lines. MATERIALS All components supplied shall be new. Used or factory reconditioned components shall not be acceptable. All clips, chains and other items of incidental hardware shall be furnished plated or painted. FLAME CERTIFICATE All draperies shall bear the appropriate labels. Manufacturer's contact information, flame certifications, material and drape dimensions shall appear on a label sewn to the rear of a bottom offstage corner of every drapery. Top edge of label and fabric flame test sample will be sewn into drape hem seam at the bottom off -stage side with flame test swatch of fabric laying over label to hide it. STAGE DRAPERIES Provide the following: GOODS AND SERVICES AGREEMENT - 10 - 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyaffederalway. corn Velour: Inherently flame retardant polyester. Main Curtain and Valence Curtain shall match Colors shall be as noted on the drapery schedule. "Custom" color shall be a custom color match to a sample provided by the architect. "Standard" shall be as selected from the manufacturers standard selection. "Black" shall be black. Acceptable fabrics: KM Fabrics "Prestige" 25oz. per bolt yard IFR Velour unless otherwise noted on drapery schedule Flame Retardancy: Fabrics must comply with flame retardancy according to the requirements of the National Fire Protection Association's NFPA #701. Fullness is noted on drapery schedule. Nap shall be sewn down, unless otherwise noted. Seams: Seams between strips shall be single stitched without puckers using thread of matching color. Drapes shall be sewn so pile runs in the same direction. Seams shall be arranged to be concealed by Pleats. Pleats: Pleats for draperies specified with fullness shall be box sewn on 12" centers. Top Finish: 3" black nylon webbing shall be double stitched to the top of the curtain with 1" of face fabric turned under the webbing. Brass rustproof grommets shall be inserted in pleat centers (12" centers on flat curtains). Grommets shall be used as follows: #4 grommets - lined velour, heavy weight fabrics. Track Mounted curtains shall be supplied with black powder coated carabineers at all grommets to attachment to carrier chain. Batten - mounted curtains are to be supplied with 36" braided #4 cotton tie lines. Tie lines shall be black or white to best match the curtains with the center line in alternate color to aid in hanging curtains. Manufacturer's contact information, flame certifications, material and drape dimensions shall appear on a label sewn to the rear of a bottom offstage corner of every drapery. Top edge will be sewn into drape hem seam at the bottom off -stage side with flame test swatch of fabric laying over label to hide it. Swatch shall match the size of the label. Center shall be marked on rear at webbing with a white stripe and an industry standard "CL" mark. Bottom Hems: Legs shall have open 6" bottom hems for bottom pipe with separate interior chain pockets filled with #8 plated jack chain. Chain pockets shall be stitched so that the chain will ride 2" above the finished bottom edge of the curtain. Curtains shall have 6" bottom hems complete with separate interior chain pockets filled with #8 GOODS AND SERVICES AGREEMENT - 11 - 3/2017 � Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www crtyoffederalway corn plated jack chain. Chain pockets shall be stitched so that the chain will ride 2" above the finished bottom edge of the curtain. Manufacturer's contact information, flame certifications, material and drape dimensions shall appear on a label sewn to the rear of a bottom offstage corner of each panel. Label shall be black with white lettering. Side Hems: Main Drape and traveler panels shall have 1/2 width of face fabric turned back at the leading edges. All other side hems shall be 3 ". Main Drape shall be lined, and sewing, shall conform to the following requirements: Lining shall be in the same fullness as face fabric. Lining shall finish 2" shorter than face fabric. Lining shall be attached to the face fabric along the bottom hem at seams by 4" long heavy woven cotton tape. Lining shall be black "Avora plus" IFR poly. CYCLORAMA: Cyclorama shall be: Seamless white seamless leno filled scrim. Top Finish: 3" jute or black nylon webbing shall be double stitched to the top of the curtain with 1" of face fabric turned under the webbing. Install on the back side of the webbing — vertical hidden double #2 grommets, 12" on center with 36" braided #4 cotton tie lines installed. Ties shall be white to best match the curtains with the center line in alternate color to aid in hanging curtains. Install cyc on top batten so the batten is hidden by the cyc. Bottom Hems: Provide 6" bottom hem. Cyclorama shall have an additional pipe pocket sewn to the back of the hem and shall be furnished with a 1" pipe batten, in 10 foot sections with internal clamping sleeve. Manufacturer's contact information, flame certifications, material and drape dimensions shall appear on a label sewn to the rear of a bottom offstage corner. Side Hems: Side hems shall be 3 ". GOODS AND SERVICES AGREEMENT - 12 - 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way; WA 98003 -6325 (253) 835 -7000 www crtyoffedera/w y coal Provide a canvas storage bag with drawstring large enough to accommodate storage of each cyclorama. STORAGE HAMPERS Provide eight (8) storage hampers Provide storage hampers for protective storage of stage draperies. Hampers shall be 20 bushel 44" long x 32" wide, 33" high. Hampers shall roll on 4" ball bearing casters bolted in the corners and shall have a hard lid, hinged on the side and capable of opening to allow full width of hamper to open. Hampers shall be capable of stacking nested while empty. COMMISSIONING AND DEMONSTRATION Upon completion of the installation, and after allowing the draperies to hang out for 2 weeks minimum, the Contractor shall notify the City that the system is available for formal checkout. Notification shall be provided in writing. Make available for review by the Theatrical Consultant: All components for physical inspection and inventory. Access to all components for physical inspection. All systems shall be complete, and will be operated by the Theatrical Consultant for approval. The Contractor shall be liable for any return visits by the Theatrical Consultant as a result of incomplete or incorrect installation, or erroneous representation that the Systems are complete and ready for the Theatrical Consultant to carry out their work. The Contractor shall arrange for access as necessary for inspection of equipment by the Theatrical Consultant. Upon completion of the commissioning, the factory trained and authorized personnel shall demonstrate operation and maintenance of the system to the Performing Arts & Event Center representative. Coordinate with the Theatrical Consultant schedules two weeks in advance minimum. Training shall include, but not be limited to: Safety precautions. Maintenance, diagnostics and troubleshooting, including cleaning techniques. Proper care and procedure for short and long term storage. Provide 1 hour of training, minimum. GOODS AND SERVICES AGREEMENT - 13 - 3/2017 CITY OF Federal Way REFERENCES CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn Comply with all national, state and local regulations. 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. PERFORMANCE OF THE WORK Deliver product and hang on linesets in configurations as shown on Drawings or as noted on following drapery schedule. Counterweight drapery battens for balance and ease of flying set. All dimensions shall be field verified. All heights are approximate and must be field verified. Track, batten or pipe height must be taken into account. Drapes should float 1/4" above finished floor when installed. Drapery Schedule REF DESCRIPTION WIDTH HEIGHT QTY FULLNESS WEIGHT COLOR NOTES Stacie Drapery 1 DR Traveler panels 2DR Legs #1 30' -0" 21' -0" 4 50% 25oz Black tie on batten to 50% 22' -0" 21' -0" 2 0% 25oz Black fullness tie on batten to 50% 3DR Legs #2, #4 16' -0" 21' -0" 4 0% 25oz Black fullness 4DR Border #1 - 5 fullness 56' -0" 6' -0" 5 50% 25oz Black 5DR Cyc leno 6DR Main Curtain 7DR Main Border hidden ties - tie to top 56' -0" 23' -0" 1 0% - White pipe Custom 30' -0" 21' -0" 2 50% 25oz Color Custom 56' -0" 6' -0" 1 50% 25oz Color GOODS AND SERVICES AGREEMENT - 14 - 3/2017 CITY OF Way g ,4,4 04 4t Et4t,',h k•M 4,4144 tttUtt, CtEITI Net.. .!; 41.41 Iglitt imt.„41.4 . 41/h ;!-. ):111 AM% at 41 Itut114 t Ittt,tt t - • MIN LAN14114i Satan tqt Lmfl =MEM= SgeP. 4V" CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederatway.com ; h '0; t t/NR nt tt trAtt tANt;tt,NtAt....A.,tt..„. Int '171 ttittt rtt it tattat t Wit tr.; at 441 t; I At: tig; 4 g axm,,tt. MI11111111 •- —•"1 r—rs H 911 ) " 11 ?' FEDERAL WAY PERFORMING ARTS — & EVENTS CENTER PRODUCTION DRAPERY PtAN AND SECTION GOODS AND SERVICES AGREEMENT - 15 - 3/2017 4-- PD201 Pecleral Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyoffederatway coin 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Sixty Thousand Two Hundred Twenty -Two and 95/100 Dollars ($60,222.95) and Washington State sales tax equal to Six Thousand Twenty -Two and 30/100 Dollars ($6,022.30) for a total of Sixty -Six Thousand Two Hundred Forty -Five and 25/100 Dollars ($66,245.25). GOODS AND SERVICES AGREEMENT - 16 - 3/2017 ACCORD CERTIFICATE OF LIABILITY INSURANCE DATE ZB�zo �) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Leavitt Group Northwest PO Box 9068 Tacoma WA 98490 CONTACT CL Central NAME: (P�H,icO N0.Exp: (866) 298 -0570 FAX AIC.NoM (866)688 -5709 "AIL cicnorthwest@leavitt -com INSURER($) AFFORDING COVERAGE NAIC O INSURER A:Mutua1 of Enumclaw 14761 INSURED Pacific Northwest Theatre Associates Richard Carlson 2414 SW Andover ST Seattle WA 98106 INSURER B : CPP001533203 INSURER C: 1/11/2018 INSURER D: $ 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 TR LTR TYPE OF INSURANCE WSDL wvo POuCV NUMBER (MMVDDIYYYYI (MWDDIYYYYL UNITS A X COMMERCIAL GENERAL LIABILITY X Y CPP001533203 1/11/2017 1/11/2018 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENED PREMISES (Ea occurrence) $ 300,000 CLAIMS -MADE I X OCCUR MEDEXP(Anyoneperson) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATE X POLICY OTHER: LIMIT APPLIES JECT PER: LOC PRODUCTS - COMP /OP AGG $ 2,000,000 Employee Benefits $ 1,000,000 A AUTOMOBILE X X LIAELRY ANY AUTO A OWNED AUTOS HIRED AUTOS X SCHEDULED AUTOS AAO- -SWNED UT 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) $ (PRer accidentDAMAGE ) $ Uninsured motorist combined $ 1,000,000 p� X UMBRELLALIAB EXCESS LIAR _ OCCUR CLAIMS -MADE UMC000330903 1/11/2017 1/11/2018 EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4,000,000 $ DED RETENTION$ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y(N N/A WA Stop Gap CPP001533203 1/11/2017 1/11/2018 PER STATUTE X OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Hired Physical Damage CPP001533203 1/11/2017 1/11/2018 Limit $100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may M attached It more space Is required) Re: PAEC Production Lighting and Stage Draperies 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 Z)(g3hiaL 1 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 EG 20 18 10 12 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. EG 20 18 10 12 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 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 1— 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 pubic 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 folowing 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 krr 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) are deleted and replaced with the following: 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. (3) 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 wWl 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 busness 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 "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 5250 for "loss' to personal property belonging to you or a family member that is outside the Travel Trailer, "Camper or Motor Home. (1) We wilt 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. g. (d) Animals, private passenger 'autos," motorcycles, aircrafts, boats or any other motorized vehicles or their equipment, fumishings or appurtenances. (0) 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 5500 for extra expenses when a Travel Trailer, "Camper' or Motor Home is a scheduled auto for physical damage coverage, and the Travel Trailer, 'Camper or Motor Horne: (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.: S. Extra Expense — Broadened Coverage We will pay for the direct expense of the retuming 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 13.3.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 05 13 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 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 Vice 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 8.2.: 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.S.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 13.5. 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 Tess 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 (east: e. 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 rea son; 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 The structure is not maintained in substantial compliance with fire, safety and building codes. 9. Insurance Services Office, Inc., 2010 Page 1 of 4 Wolters Kluwer Financial Services 1 Uniform Forms TM 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 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 feast 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 uneamed portion not exceeding $100, plus 95% of any unearned por- tion over 8100 but not exceeding 8500, 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. IL 01 46 08 10 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 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 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; 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 bast 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. 0 Insurance Services Office, Inc., 2010 IL 01 46 08 10