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AG 18-153 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM I. ORIGINATING DEPT./DIV: FWcc 2. ORIGINATING STAFF PERSON: Trisha Plucknett EXT: 6921 3. DATE REQ.BY: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT(AG#): 16-153 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Coffee and Equipment Supply and Service 6. NAME OF CONTRACTOR: cafe Fonte ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURENAME: Paul Odom TITLE President 7. EXHIBITS AND ATTACHMENTS:X SCOPE,WORK OR SERVICES ® COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE 101 ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: upon execution COMPLETION DATE: December 31,2022 9. TOTAL COMPENSATION$ 38,000.00(no additional) (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 111-7200-352-575-51-342 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW MP 12/16/2020 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING rr� ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDEWNOTIFICATION FOR I 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.) [NITIAI./DATE SIGNED ❑ LAW DEPARTMENT f AB<NATORY(MAYOR OR DIRECTOR) '= ❑ CITY CLERK ❑ ASSIGNED AG# AG#"'"� •' I COMMENTS: I was not sure how to word the amended services.I was trying to add in some language regarding COVID since it currently says FWCC will purchase an average of 30 pounds per month. There will be no additional compensation but there was a 5%increase in the price of coffee for the compensation portion, 2/2017 CITY OF CITY HALL Awi*l kFederal W e 25 3th ,yen e S Federal',,'a,,'ay� ":'r, 98000G"-6:25 ou ^0. 83 -700J AMENDMENT NO. 1 TO GOODS AND SERVICES AGREEMENT FOR COFFEE AND EQUIPMENT SUPPLY AND SERVICE This Amendment ("Amendment No. I") is made between the City of Federal NNI'ay, a Washington municipal corporation ("City"). and Cafe Fonte Coffee Company, a Washington corporation ("Contractor'). The City and Contractor(together-'Parties"),for valuable consideration and by mutual consent of the Parties.agree to amend the original Agreement for Coffee and Equipment Supply and Service ("Agreements') dated effective December 10, 2018. as follows: l. AMENDED TERM.The term of the Agreement,as referenced by Section 1 of the Agreement and am prior amendments thereto. shall be amended and shall continue until the completion of the Services. but in any event no later than December 31. 2022 ("Amended Term"). 2. AMENDED SERVICES. The Services. as described in Exhibit A and as referenced bx Section 2 of the A—oreement.shall be amended to include, in addition to the Services and terms required under the original A<(ureement and any, prior amendments thereto. those additional services described in Exhibit A-1 attached hereto and incorporated by this reference ("Additional Services"). 3. AMENDED COMPENSATION. The amount of compensation. as referenced by Section 4 of the Aareement. shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-1.attached hereto and incorporated by this reference.The Contractor agrees that any, hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Amended Term. Except as otherwise provided in an attached Exhibit.the Contractor shall be solely responsible for the payment of any taxes imposed by any law ful.jurisdiction as a result ofthe performance and payment of this Agreement. 4. GENFRAI, PROVISIONS. All other terms and provisions of the Agreement. together with amp prior amendments thereto,not modified by this Amendment. shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto. after the previous expiration date and prior to the effective date of this Amendment. are hereby ratified as having been performed under the Agreement,as mod ified by any prior amendments.as it existed prior to this.amendment. The provisions of Section 13 of the Agreement shall apply to and (govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this.Amendment,\\hich is binding on the parties of this contract. [Signature page ibllows] AMENDMENT cl 1 r { CITY HALL Federal W+ th Avenue South .: '� Federal Way WA 98003-6325 (253) 835-7000 mvw ofyoffedeaNwa,com EXHIBIT A-1 SERVICES The Contractor shall do or provide the following in addition to Services in previous Exhibits: lxclusive S Iv. Contractor agrees to be the City's exclusive supplier of coffee at the Splash Cafe at the Federal Way Community Center. Contractor will supply to City and City will purchase an average of 30 pounds of coffee each month or amount needed to effectively supply the cafe while it is operational. If Contractor is ever unable to provide the City with the amount of coffee necessary to operate the cafe. the City is permitted to purchase coffee from another vendor. AMENDMENT - 3 - 3/2017 Cti'r 01 CITY HALL _ @ Feder 8th Avenue South Federal 1q//�yJ Federal Way WA 98003-6325 (253) 835-7000 wtinw Crtyorreder al way c on EXHIBIT B-1 COMPENSATION 1. Total Compensation: No compensation will be added to the agreement and the City shall pay the Contractor an amount not to exceed the original total compensation of Thirty-Eight Thousand and NO/100 Dollars ($38,000.00). 2. Method of Compensation: Contractor will be paid calculated on the basis of monthly orders of coffee from the following price list: First Avenue Blend $9.29 per lb Decaf Blend $9.56 per lb Cerrado (brewed) $8.40 per lb Decaf Fonte (brewed) $8.98 per lb Contractor will guarantee this pricing for 24 months. AMENDMENT -4 - 3/2017 CITY HALL CITY OF 33325 8th Avenue South 44%� Fed a ra 1 Way Federal Way.WA 98003-6325 (253) 835-7000 .�nvw c:tyorledetanrav c09; IN WITNESS.the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: , try f' well, Mayor "t J tie Courtney. Mc. 'itv Clerk DATE: �_ 4 APPROVED AS TO FORM: -Fe.- J. Ryan Call. City.Attorney CAFE FONTE COFFEE COMPA\Y: By: Aazd Paul Odom, President Date: 12-19-20 STATE OF WASHINGTON ) ss. COUNTY OF ,� ; _ On this day personally appeared before me Paul 0don�, to me known to be the President of Care 1 olli: C ai�fic'e Company that executed the foregoing instrument.and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any. is the corporate seal of said corporation. � , GI%-I.N mw i han. anj A�fl'I<ial seal this '�� l day of 20_ _ — n Notary's signature naton Noi ark's printed name Burson T M S-_ y Notary Public in and for the State of Washington. Gornmission No 14897 My commission expires _. 3-2022 AMENDMENT - 2 - 3,2017 -�� FONTCOF-01 _-- JPABALATE ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY)12/15/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#OC36861 CONNTACT Seattle-Alliant Insurance Services,Inc. PHONE FAx 1420 Fifth Ave 15th Floor IAIC,No,Ext, (206)204-9140 IA,c•No};(206)204-9205 Seattle,WA 98101 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Ohio Security Insurance Company !24082 INSURED INSURER B:Ohio Casualty Insurance Company 24074 Cafe Fonte Coffee INSURER C: 5501 6th Ave S INSURER D Seattle,WA 98108 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR IIJSD.wVll ---------- (MIMfDD?YYYY1 fWAIDDiYYYY5 A X COMMERCIAL GENERAL LIABILITY ?,.H cJCC_IRREr i:1= S 1,000,000 CLAIMS-MADE X M'OCCUR BKS57261455 6/1/2020 6/1/2021 1[" '` "' 'I 'I' ' 1,040,000 — — V 1 ur c 15,000 r :r:dl ;r 5 1A00,000 GEN'L AGGREGATE LIMIT APPLIES PER GFr-FA- ;6'3•7(_„ 5 2,040,000 POLICY� P X LOC �,-J _:CT:? ;:::r•:9Prr-ia n:':3_5 2,000,000 JEC PET LIQUOR LIABILIT OTHER 5 A ( 1 I.EC,SIfJuLELIMIT 1,dOQ,oOa• AUTOMOBILE LIABILITY J��?lJ S X ANY AUTO BAS57261455 6/1/2020 6/1/2021 _i)D L, INJURY(Per person) S OWNED SCHEDULED AUTOS ONLY AUTOS �p -GD LY II(JURY(Per ocoidenQ S X. A�1T❑S ONLY X AL7F0R ONLY ,`�•u,...r.:•.r•.��,�:r S _ 5 B X UMBRELLA LIAB X OCCUR EACHOCCURRENC£ S 8.000,000 EXCESS LIAB CLAIMS-MADE US057261455 6/1/2020 6/1/2021 AGGREGATE S 8,000,000 DED X RETENTION$ 10,000 S _ WORKERS COMPENSATION PER AND EMPLOYERS'LIABILITY Y/N .STATUTE; ERH - ANYPROPRIETOR/PARTNER/EXECUTIVE N A E.L EACH ACCIDENT _S 11,:--.V-MBER EXCLUDED? co.andatory in NH) E.L LASEASE-EA EMPLOYEE. S I!vl.z describe under -PIPTION OF OPT Gf,i:a�, ::=r.cw __ E.L D$SEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:City of Federal Way City of Federal Way is add as additional insured per attached endorsement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Federal Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN tY y ACCORDANCE WITH THE POLICY PROVISIONS. c/o Shannon Rivers Federal Way Community Center 876 South 333rd Street AUTHORIZED REPRESENTATIVE Federal Way,WA 98003 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD II RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: W C C___ ' 2. ORIGINATING STAFF PERSON: 'I lCj akcime1A--- EXT: (bet a, 3. DATE REQ.BY: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT El SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER � fr , / 5. PROJECT NAME: C € I�.A� !t.x ppti p�V/t 5&/ ( �, V. (ce 6. NAME OF CONTRAC OR: r, ADDRESS:=Ti i ot A e , c ;e t UJF [O CP TELEPHONE E-MAIL: FA. SIGNATURE NAME: k QY y ` TITLE r' 4 7. EXHIBITS AND ATTACHMENTS: coPE,WORK OR SERVICES*OMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: c I 9A COMPLETION DATE:D, v 3 i( L 3 gn 9. TOTAL COMPENSATION$"j5I( r 00 (fICI►MAI 0 (INCLUDE EXPENSES AND SALES TAX,IF ANY) IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: I t` iN -n- "�1 -3La 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER _>JC /041,3//' ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW (R Ls O c- Z01 v 11. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 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.) INITIAL/DATE SIGNED LAW DEPARTMENT 0 Qi 26 1$ SIGNATORY(MAYOR OR DIRECTOR) 12 11�(� ❑ CITY CLERK tt '1 ••• I I CI ^! C ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: \a_\3.\' COMMENTS: • 1/2018 44kh. CITY OF CITY HALL '�.. 33325 8th Avenue South Federal Way Federal Way.WA 98003-6325 (253) 835-7000 6v viv citvoffederaiwa:coin GOODS AND SERVICES AGREEMENT FOR COFFEE AND EQUIPMENT SUPPLY AND SERVICE This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Café Fonte Coffee Company, a Washington corporation ("Contractor"). The City and Contractor(together"Parties")are located and do business at the below addresses which shall be valid for any notice required under this Agreement: CAFÉ FONTE COFFEE COMPANY: CITY OF FEDERAL WAY: Paul Odom Susan Freeburg 5412 6th Ave S 876 S 333rd St Seattle, WA 98108 • Federal Way, WA 98003-6325 (206) 762-0766 (telephone) (253) 835-6940 (telephone) (206) 957-0599 (facsimile) (253) 835-6929 (facsimile) podom@fontecoffee.com susan.freeburg@cityoffederalway.com The Parties agree as follows: 1. TERM.The term of this Agreement shall commence upon the effective date of this Agreement,which shall be the date of mutual execution,and shall continue until the completion of the Work,but in any event no later than December 31, 2020 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit"A,"attached hereto and incorporated by this reference("Work"),performed to the City's satisfaction,within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties.The Contractor warrants that it has the requisite training,skill,and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities,including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed.The Contractor warrants goods are merchantable,are fit for the particular purpose for which they were obtained,and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one(1)year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used;rebuilt or used parts are not acceptable.When defects are corrected,the warranty for that portion of the work shall extend for one(1)year from the date such correction is completed and accepted by the City.The Contractor shall begin to correct any defects within seven(7)calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by GOODS AND SERVICES AGREEMENT - 1 - 9/2017 CITY OF CITY HALL �. Fed era I Way Fed8th Avenue South Fedeerr al Way.WA 98003-6325 (253) 835-7000 www cityoffederahvay corn 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 Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. GOODS AND SERVICES AGREEMENT - 2 - 9/2017 ` CITY OF CITY HALL �.., 33325 8th Avenue South Fe d e ra I Way Federal Way. WA 98003-6325 (253) 835-7000 tInvw cityoffederahway aim 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 - 9/2017 41/4 CITY OF CITY HALL 33325 8th Avenue South Fe d e ra I Way Federal Way.WA 98003-6325 (253) 835-7000 www otyoffedera/wav can 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 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 GOODS AND SERVICES AGREEMENT - 4 - 9/2017 CITY OF33HALL 32 lNay 8th Avenue South Federal Federal al Way.WA 98003-6325 (253) 835-7000 www cityoffederalway coin 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. 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 GOODS AND SERVICES AGREEMENT - 5 - 9/2017 1164 CITY OF CITY HALL �.... Federal VVa 33325 8th Avenue S0 Federal Way. WA 9800303 -6325 ../ (253) 835-7000 www cityoffederalway corn 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 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 GOODS AND SERVICES AGREEMENT - 6 - 9/2017 ` CITY OF CITY HALL �,., 33325 8th Avenue South Federal Way Federal Way.WA 98003-6325 (253) 835-7000 www crtyoffederalway com other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants,agreements or options,and the same shall be and remain in full force and effect.Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default.Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court,King County,Washington,unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit,then suit maybe filed in any other appropriate court in King County,Washington.Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum.If either Party brings any claim or lawsuit arising from this Agreement,each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit,including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution.Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement.This Agreement may be executed in any number of counterparts,each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document.All such counterparts shall be construed together and shall constitute one instrument,but in making proof hereof it shall only be necessary to produce one such counterpart.The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 7 - 9/2017 ` CITY Of CITY HALL 3"�.. Federal Way e325 8th Avenue South �� Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederaiway com IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: of JimF•iel ayor S atrie Courtney, CMC, �t , Clerk DATE: /V/ 431/ 'if APPROVED AS TO FORM: 121,4„.../44_ Por J. Ryan Call, City Attorney CAFÉ FO ' + • FEE COMPANY: By: I♦ Paul ••om, Presid- t DATE: 4, / STATE OF WASHINGTON ) ) ss. COUNTY OF On this day personally appeared before me Paul Odom, to me known to be the President of Café Font Coffee Company that executed the foregoing instrument,and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 4"b-day of'r ./-�t � , 2015 ,,,Aannflpr aAane L >y��b,,. Notary's signature - � _ 41/10� (P.•••48.244-A;\ SS,aN F , Notary's printed nam;or,. 7 x°9�exA'�': ? Notary Public in and for the State of Washington. 140TARy w _ My commission expires Q. PUBLIC 4? %.AWA GOODS AND SERVICES AGREEMENT - 8 - 9/2017 CITY OF CITY HALL ,,.�.. 33325 8th Avenue South Federal Way Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederalway com EXHIBIT "A" SERVICES 1. Exclusive Supply. Contractor agrees to be the City's exclusive supplier of coffee at the Splash Café at the Federal Way Community Center. Contractor will supply to City and City will purchase an average of 30 pounds of coffee each month. 2. Coffee Equipment. Contractor will loan to City and service the coffee and espresso equipment listed below("Equipment"). City assumes full risk of loss of the Equipment. City acknowledges that it is receiving a limited license to use the Equipment and agrees that it will only use the equipment in connection with Fonte Coffee. At the expiration or termination of this Agreement, City agrees to return all Equipment promptly to Contractor or provide reasonable access to its premises for Contractor to remove the Equipment. City will reimburse Contractor for the reasonable costs associated with lost or damaged equipment. Equipment: Quantity Model/Type 1 FETCO Coffee brewer 4 1.85 L pour pots 1 2 group espresso machine 1 Mini Mazzer espresso grinder p 1 Decaf espresso grinder GOODS AND SERVICES AGREEMENT - 9 - 9/2017 CITY OF CITY HALL 33325'�.. South Federal Way Feder 8th Avenue 8003 Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederalway con) EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Thirty-Eight Thousand and NO/100 Dollars ($38,000.00). 2. Method of Compensation: Contractor will bepaid calculated on the basis of monthlyorders of coffee p from the following price list: First Avenue Blend $8.85 per lb Decaf Blend $9.10 per lb Cerrado (brewed) $8.00 per lb Decaf Fonte (brewed) $8.55 per lb Contractor will guarantee this pricing for 24 months. GOODS AND SERVICES AGREEMENT - 10 - 9/2017 DATE(MWDD/YYYY) A�D® CERTIFICATE OF LIABILITY INSURANCE 6/11/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME:ACT Vicki Alridge Arthur J. Gallagher Risk Management Services, Inc. PHONEFAX 253-572-1430 P.O. Box 2925 (A/C,No fag.253 238-1148 (AIC.Not: Tacoma WA 98401-2925 E-MAILADDRESS:vicki_alridge@ajg.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Fireman's Fund Insurance Company 21873 INSURED INSURER B:American Automobile Insurance Company 21849 Cafe Fonte Coffee Company INSURER C: 5501 -6th Avenue South Seattle,WA 98108 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:217020523 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL 1:' POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y Y MXX80987240 6/1/2018 6/1/2019 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Eaoccurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 POLICY PRO JECT X LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY MXX80987240 6/1/2018 6/1/2019 COMBINED SINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ A X UMBRELLA LIAB X OCCUR XAU58181652 6/1/2018 6/1/2019 EACH OCCURRENCE $8,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $8,000,000 DED X RETENTION$0 $ B WORKERS COMPENSATION SCW0018371801 6/1/2018 6/1/2019 PER x OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Product Recall MXX80987240 6/1/2018 6/1/2019 Occurence $100,000 Aggregate $200,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) City of Federal Way and Federal Way Community Center are named as an Additional Insured as respects their interest may appear regarding the operations of the named insured per form CG7158 01/14. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Federal Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 33325 8th Ave S. ACCORDANCE WITH THE POLICY PROVISIONS. Federal Way WA 98003 USA AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD MultiCovei - CG 71 58 01 14 Policy Amendment(s) Commercial General Liability Coverage Fonn Your Commercial General Liability Coverage Fonn is occurred before you acquired or revised as follows: formed the organization; and 1. Broadened Named Insured (3) Coverage B does not apply to per- sonal and advertising injury arising A. SECTION II - WHO IS AN INSURED, out of an offense committed before item 3., is deleted and replaced by the follow- you acquired or formed the organ- mg: ization. 3. Any organization that you own at the B. SECTION II - WHO IS AN INSURED, the inception of this policy, or newly acquire last paragraph, is deleted and replaced by the or form during the policy period, and following: over which you maintain during the pol- icy period majority ownership or major- No person or organization is an insured with ity interest, will qualify as a Named respect to the conduct of any current or past Insured if: partnership, joint venture, or limited liability company that is not shown as a Named In- a. There is no other similar insurance sured in the Declarations. However, this does available to that organization; and not apply to a limited liability company that meets all of the conditions in Section II - b. The first Named Insured shown in Who Is An Insured, item 3., above. the Declarations has the responsi- bility of placing insurance for that 2. Additional Insured organization: and If an Additional Insured endorsement is attached c. That organization is incorporated or to this policy that specifically names a person or organized under the laws of the organization as an additional insured, then this United States of America. Section 2. Additional Insured does not apply to such person or organization. However: SECTION II - WHO IS AN INSURED, sub- (1) Coverage under this provision 3 is section 2.e., is added as follows: afforded only until the next occur- ring annual anniversary of the be- e. Any person or organization is included as an ginning of the policy period shown additional insured, but only to the extent such in the Declarations, or the end of the person or organization is legally obligated to policy period, whichever is earlier: pay for bodily injury, property damage or and personal and advertising injury caused by your acts or omissions. With respect to the insur- (2) Coverage A does not apply to bodily ance afforded to such additional insured, all injury or property damage that of the following additional provisions apply: This Fortis must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies®as named in the policy SecretaryPresident CG7I58 1-14 Copyright 2013.Fireman's Fund Insurance Company, Novato. CA. All rights reserved. Includes copyrighted material of Insurance Services Office. Inc., with its permission, Page 1 of 7 (1) You have agreed in a written insured political subdivision, and are not in- contract that such person or organization eluded within the products-completed be added as an additional insured under operations hazard;or this policy; (f) Their liability as a grantor of a fran- (2) The bodily injury property damage or chise to you. personal and advertising injury for which said person or organization is legally ob- (6) This insurance does not apply to bodily ligated to pay occurs subsequent to the injury, property damage, personal and execution of such insured contract; advertising injury, occurrence or offense: (3) The most we will pay is the lesser of (a) Which takes place at a particular either the amount of insurance available premises after you cease to be a under the applicable Limits of Insurance tenant of that premises: shown in the Declarations or the limits of insurance required by the insured (b) Which takes place after all work, in- contract: cluding materials, parts or equip- ment furnished in connection with (4) The insurance afforded to such additional such work to be performed by or on insured only applies to the extent per- behalf of the additional insured at mitted by law: the site of the covered operations, has been completed; (5) Such person or organization is an addi- tional insured only with respect to: (c) Which takes place after that portion of your work out of which the injury (a) Their ownership, maintenance, or or damage arises has been put to its use of that part of the premises, or intended use by any other person or land, owned by, rented to, or leased organization other than another to you, except such person or or- contractor or subcontractor engaged ganization is not an insured with re- in performing operations for a prin- spect to structural alterations, new cipal as part of the same project; or construction or demolition oper- ations performed by or on behalf of (d) Which takes place after the expira- such person or organization: tion of any equipment lease to which (4)(d) above applies; (b) Your ongoing operations performed for that insured; (7) With respect to architects, engineers or surveyors, coverage does not apply to (c) Their financial control of you, ex- bodily injury, property damage or per- cept such person or organization is sonal and advertising injury arising out not an insured with respect to struc- of the rendering or failure to render any tural alterations, new construction professional services by or for you, in- or demolition operations perfonned cluding: by or on behalf of such person or organization: (a) The preparing, approving, or failing to prepare or approve, maps, shop (d) The maintenance, operation or use drawings, opinions, reports, surveys, by you of equipment leased to you field orders, change orders, or draw- by such person or organization; ings and specifications; or (e) Operations performed by you or on (b) Supervisory, inspection, architec- your behalf and for which a state or tural, or engineering services. political subdivision has issued a permit, provided such operations are These exclusions apply even if the claims not perfonned for such state or against any insured allege negligence or CG7158 1-14 Copyright 2013.Fireman's Fund Insurance Company, Novato. CA. All rights reserved. Includes copyrighted material of Insurance Services Office. Inc., with its permission. Page 2 of 7 other wrongdoing in the supervision, (e) Any failure to make such in- hiring, employment, training or moni- spections, adjustments, tests or ser- boring of others by that insured, if the vicing as the vendor has agreed to occurrence which caused the bodily make or normally undertakes to injury or property damage, or the offense make in the usual course of busi- which caused the personal or advertising ness, in connection with the distrib- injury involved the rendering of or the ution or sale of the products; failure to render any professional services by or for you. (0 Demonstration, installation, servic- ing or repair operations, except such 3. Additional Insured- Vendors operations performed by the vendor in full compliance with the man- If an Additional Insured Vendors endorsement is ufacturer's written instructions at the attached to this policy that specifically names a vendor's premises in connection person or organization as an additional insured, with the sale of the product; then this Section 3. Additional Insured - Vendors does not apply to that person or organization. (g) Products which, after distribution or sale by you, have been labeled or Unless the products-completed operations hazard relabeled or used as a container, part is excluded from this policy, SECTION II -WHO or ingredient of any other thing or IS AN INSURED, item 2.f. is added as follows: substance by or for the vendor: or f. Any vendor of yours is included as an addi- (h) Bodily injury or property damage tional insured, but only with respect to bodily arising out of the liability of the injury or property damage caused by your vendor for its own acts or omissions products which are distributed or sold in the or those of its employees or anyone regular course of the vendor's business, sub- else acting on its behalf. ject to the following additional exclusions: (2) This insurance does not apply to any in- (1) The insurance afforded such vendor does sured person or organization from whom not apply to: you have acquired such products or any ingredient, part or container, entering (a) Bodily injury or property damage for into, accompanying or containing such which the vendor is obligated to pay products: damages by reason of the assump- tion of liability in a contract or (3) The most we will pay is the lesser of ei- agreement. This exclusion does not ther the amount of insurance available apply to liability for damages that under the applicable Limits of Insurance shown in the Declarations or the limits the vendor would have in the ab- of insurance required by the contract or sence of the contract or agreement: agreement: and (b) Any express warranty unauthorized (4) The insurance afforded to such vendor by you: only applies to the extent permitted by (c) Any physical or chemical change in law. the product made intentionally by 4. Additional Insured - Limited Primary and Non- the vendor; contributory Provision (d) Repackaging, unless unpacked solely The following is added as a second paragraph to for the purpose of inspection, dem- Section IV Conditions, Condition 4. Other Insur- onstration, testing, or the substi- ance, following paragraph b.(2): tution of parts under instructions from the manufacturer, and then re- However, if you have added any person, organiza- packaged in the original container; tion or vendor of yours as an additional insured to CG7I58 1-14 Copyright 2013.Fireman's Fund Insurance Company, Novato. CA. All rights reserved. Includes copyrighted material of Insurance Services Office. Inc.. with its permission. Page 3 of 7 this policy by way of this MultiCover® endorse- Liberalization ment and have agreed in a written insured contract that this insurance is primary and non-contribu If we adopt a change in our forms or rules which tory with other insurance available to that addi would broaden the coverage provided by any form tional insured, this insurance is primary and we that is a part of this policy without an extra premium charge, the broader coverage will apply will not seek contribution from such additional to this policy. This extension is effective upon the insured's other insurance, provided that the addi- approval of such broader coverage in your state. tional insured is a Named Insured under such other insurance. 8. Fire, Explosion, Sprinkler Leakage, or Lightning Legal Liability Coverage 5. Waiver of Subrogation A. SECTION I - COVERAGES, COVERAGE SECTION IV - COMMERCIAL GENERAL A BODILY INJURY AND PROPERTY LIABILITY CONDITIONS, item 8., is deleted DAMAGE LIABILITY, 2. Exclusions, the and replaced by the following: last paragraph, is deleted and replaced by the following: 8. Transfer of Rights of Recovery Against Oth- ers to Us and Blanket Waiver of Subrogation Exclusions c. through n. do not apply to damage by fire, explosion, sprinkler leakage, a. If the insured has rights to recover all or or lightning to premises while: part of any payment we have made under this Coverage Part, those rights are 1. Rented to you: transferred to us. The insured must do 2. Temporarily occupied by you with the nothing after the loss to impair those permission of the owner: or rights. At our request, the insured will bring suit or transfer those rights to us 3. Managed by you wider a written agree- and help us enforce them. ment with the owner. b. If required by a written insured contract A separate limit of insurance applies to this coverage as described in Section III -LIMITS executed prior to the occurrence or of- fense, we waive any right of recovery we OF INSURANCE. may have against any person or organ B. SECTION III - LIMITS OF INSURANCE, ization named in such insured contract, item 6., is deleted and replaced by the follow- because of payments we make for injury ing: or damage arising out of your operations or your work for that person or organ- 6. Subject to 5. above, the Damage to ization. Premises Rented To You Limit shown in the Declarations, for property damage 6. Cancellation - 90 Days to any one premises while rented to you, or in the case of damage by fire, explo- Common Policy Conditions endorsement IL0017, sion, spruikler leakage,or lightning c bile A. Cancellation, item 2.b. is deleted and replaced rented to you, temporarily occupied by by the following: you with the permission of the owner, or managed by you under a written b. 90 days before the effective date of cancella- agreement with the owner, is the greater tion if we cancel for any other reason. of: 7. Liberalization a. $1,000,000 Any One Premises., or SECTION IV - COMMERCIAL GENERAL b. The Damage To Premises Rented w LL4BILITY CONDITIONS , the following is ad- To You Limit shown in the Decla- ded as an additional Condition: rations. CG7158 1-14 Copyright 2013.Fireman's Fund Insurance Company. Novato. CA. All rights reser ed. Includes copyrighted material of Insurance Services Office. Inc_ with its permission. Page 4 of 7 C. SECTION IV - COMMERCIAL GEN- a. the actual cash value of the damaged au- ERAL LIABILITY CONDITIONS, 4. tomobile as of the time of the loss: or Other Insurance, b. Excess Insurance, (1)(a), items (i) and (iii), are deleted and replaced by b. the cost of repairing the damaged auto- the following: mobile: or (i) That is Fire, Explosion, Sprinkler Leak- c. the cost of replacing the damaged auto- age, or Lightning insurance for premises mobile with another automobile of like while rented to you, temporarily occu- kind and quality. pied by you with permission of the owner, or managed by you under a writ- Regardless of the number of occurrences, ten agreement with the owner: losses or claims, this coverage is subject to a limit of$25,000 in any one policy period; (iii) That is insurance purchased by you to cover your liability as a tenant for 5. This coverage is not subject to the General property damage to premises rented to Liability General Aggregate Limit: and you, temporarily occupied by you with 6. We will make payments under this coverage the permission of the owner, or managed by you under a written agreement with without regard to fault. the owner: or 10. Non-Owned or Chartered Watercraft D. SECTION V - DEFINITIONS, 9. Insured SECTION I - COVERAGES, COVERAGE A Contract, item a., is deleted and replaced by BODILY INJURY AND PROPERTY DAM- the following: AGE LIABILITY, 2. Exclusions, item g. Aircraft, (a) A contract for a lease of premises. Auto, or Watercraft, item (2), is deleted and re- However, that portion of the contract for placed by the following: a lease of premises that indemnifies any (2) A watercraft you do not own that is: person or organization for damage by fire, explosion, sprinkler leakage, or (a) Less than 51 feet long; and lightning to premises while rented to you, temporarily occupied by you with per- (b) Not being used for public transportation mission of the owner, or managed by you or as a common carrier: under a written agreement with the owner, is not an insured contract; 11. Chartered Aircraft 9. Damage to Invitees' Automobiles from Falling SECTION I - COVERAGES, COVERAGE A Trees or Tree Limbs - Limited Coverage BODILY INJURY AND PROPERTY DAM- This coverage applies to direct physical damage to AGE LIABILITY, 2. Exclusions, g. Aircraft, automobiles owned by invitees subject to all of the Auto Or Watercraft, item (6), is added as follows: following: (6) An aircraft in which you have no ownership 1. Provided such damage originates from trees interest and that you have chartered with on premises owned, managed, leased or rented crew. by an insured; 12. Coverage Territory- Broadened 2. Coverage applies only to invitees of an in- sured or an insured's tenant; SECTION V - DEFINITIONS, item 4.a., is de- leted and replaced by the following: 3. Such damage is directly caused by wind-dri- ven falling trees or tree limbs: a. The United States of America (including its territories and possessions), Puerto Rico, 4. The most we will pay for any one loss is the Canada, Bermuda, the Bahamas, The Cayman lowest of: Islands, and the British Virgin Islands; CG7158 1-14 Copyright 2013.Fireman's Fund Insurance Company, Novato. CA. All rights reserved. Includes copyrighted material of Insurance Services Office. Enc., with its permission. Page 5 of 7 13. Personal and Advertising Injury- Contractual However, this provision does not affect our right to collect additional premium or exercise Unless personal and advertising injury is excluded our right of cancellation or non-renewal. from this policy the following applies: SECTION I COVERAGES, COVERAGE B, 18. Supplementary Payments - Increased Limits 2. Exclusions, item e., is deleted. SECTION I - COVERAGES, SUPPLEMEN- TARY PAYMENTS - COVERAGES A AND 14. Fellow Employee Coverage B, items 1.b. and 1.d., are deleted and replaced by SECTION II - WHO IS AN INSURED, 2.a., the following: item (1) is deleted and replaced by the following: b. The cost of bail bonds required because of (1) Personal and advertising injury: accidents or traffic law violations arising out of the use of any vehicle to which the Bodily However, subsections (a), (b), (c) and (d) of item Injury Liability Coverage applies. We do not (1) remain unchanged_ have to furnish these bonds. 15. Bodily Injury Definition - Broadened d. All reasonable expenses incurred by the in- sured at our request to assist us in the inves- SECTION V - DEFINITIONS, 3. Bodily Injury tigation or defense of the claim or suit, is deleted and replaced by the following; including substantiated loss of earnings up to $500 a day because of time off from work. Bodily injury means bodily injury, sickness or dis- ease sustained by a person including death or 19. Duties in the Event of an Occurrence, Offense, mental anguish resulting from any of these at any Claim or Suit - Amended time. Mental anguish means any type of mental or emotional illness or disease. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, item 2.a. is deleted 16. Expected or Intended Injury- Amendment to Ex- and replaced by the following: elusion SECTION I. Coverage A Bodily Injury and Pro- (1) You must see to it that we or any licensed perry Damage Liability, 2. EXCLUSIONS, a. Ex- agent of ours are notified of a General Liability occurrence or offense which may re- pected or Intended Injury, is deleted and replaced cult in a claim as soon as practicable after it by the following: becomes known to: a. Expected or Intended Injiuy (a) You, if you are an individual: Bodily injury or property damage expected or intended from the standpoint of the insured. (b) Your partner or member, if you are a partnership or joint venture; This exclusion does not apply to bodily injury (c) Your member, if you are a limited habil- or property damage resulting from the use of reasonable force to protect persons or prop- ity company; erty. (d) Your executive officer if you are an or- 17. Unintentional Failure to Disclose Hazards ganization other than a partnership, joint venture or limited liability company; or SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, item 6. Representa- (e) Your authorized representative or insur- tions, the following is added: ance manager. d. If you unintentionally fail to disclose any ha- Knowledge of an occurrence or offense by zards existing at the inception date of this persons other than those listed above does not policy, we will not deny coverage under this imply that those listed above also have such Coverage Form because of such failure. knowledge. CG7I58 1-14 Copyright 2013.Fireman's Fund Insurance Company, Novato. CA. All rights reserved. Includes copyrighted material of Insurance Services Office. Inc., with its permission. Page 6 of 7 (2) To the extent possible, notice should include: or prospective sale, rental, lease or sub- lease of any dwelling or permanent lodg- (a) How, when and where the occurrence or ing by or at the direction of any insured; offense took place: s. Discrimination, if insurance thereof is (b) The names and addresses of any injured prohibited by law: or persons and witnesses: and t. Fines, penalties, specific performance, or (c) The nature and location of any injury or injunctions levied or imposed by a gov- damage arising out of the occurrence or ernlnental entity, governmental code, offense. law, or statute because of discrimination. 20. Non Employment Discrimination Liability 21. Medical Payments Unless personal and advertising injury is excluded Unless COVERAGE C MEDICAL PAY- from this policy the following applies: MENTS, or the products-completed operations hazard has been excluded from this policy the fol- A. SECTION V - DEFINITIONS, 14. Personal lowing applies: and advertising injury, item h. is added as fol- lows: A. SECTION I - COVERAGES, COVERAGE C MEDICAL PAYMENTS, 2. Exclusions, h. Discrimination. item f., is deleted and replaced by the follow- B. SECTION V - DEFINITIONS, item 23. is ing: added as follows: f. Products-Completed Operations Hazard 23. Discrimination means the unlawful treat- Included within the products-completed ment of a person or class of persons be- operations hazard. However, this exclu- cause of their specific race, color, religion, sion does not apply to expenses for den- gender, age, or national origin in corn- tal services. parison to one or more persons who are not members of the specified class. B. Section I - COVERAGES, COVERAGE C MEDICAL PAYMENTS, is amended to in- C. SECTION I - COVERAGES, COVERAGE elude item 3. as follows: B PERSONAL AND ADVERTISING 3. Limit of Insurance INJURY LIABILITY, 2. Exclusions, the following are added: The Medical Expense Limit of Insurance q. Discrimination directly or indirectly re- shall be the greater of: lated to the past employment, employ- a. $20,000 Any One Person: or ment or prospective employment of any person or class of persons by any insured; b. The amount shown in the Declara- tions. r. Discrimination directly or indirectly re- lated to the sale, rental, lease or sublease All other terms and conditions of the policy apply. CG7IM1 1-14 Copyright 2013.Fireman's Fund Insurance Company. Novato. CA. All rights reserved. Includes copyrighted material of Insurance Services Office. Inc.. with its pe7ni6sion. Page 7 of 7