Loading...
AG 19-098 - Western SystemsRETURN TO: PW ADMIN EXT: 2700 ID #: J o CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIv: PUBLIC WORKS/ L)e-w �(7� [ N'°' X27 I f r-' 7 I 2. ORIGINATING STAFF PERSON: v IL'U EXT: 3. DATE REQ. BY: i 3. TYPE OF DOCUMENT (CHECK ONE): ' ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ P LIC 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#): ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME:(()'-i' 5. NAME OF CONTRACTOR: �IA c r ADDRESS: S 013 A EALer TW qg203 TELEPHONE:J [3� E-MA[t: S FAX: SIGNATURE NAME: i P ; TITLE: S I a 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CON I'kA( C'AMENDIVIENTS CFW LICENSE # BL, EXP. 12/31/_ UBI # UL Z EXP Lr 1�1_W L,y fr2 l � I a 7. TERM: COMMENCEMENT DATE: 4.i1 {JL9 ` 1 COMPLETION DATE: c[OV 8. TOTAL COMPENSATION: $ l l I r au _ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LAIJOR CHARGE - ATTACH SCHEDU ES 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: RD 9. DOCUMENT / CONTRACT REVIEW INITIAL /DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIVISION MANAGER DEPUTY DIRECTOR I :� DIRECTOR T✓ �S IFoI ❑ RISK MANAGEMENT (IF APPLICABLE) SLAW DEPT & /f 7 r< 9 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CO CTSIGN-ITURF_ROITIN(; ENT 1-r_) V F' N I ]C) R; 0-) \"f lZ aC' -[ Ci f ��f (Ohl � DATE SENT: DATE REC'D: ( O L ❑ TTACH: SIGNATUREAUTFLORI'n', INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDERINOTIFICATION 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.) INITIAL/ DATE SIGNED i 5lr �.1lnR� (MAYOR V rG ft4A# RN FD DATE SENT: ❑ RETURN ONF, 01ZiUINAL COMMENTS: EXECUTE" 'ORIGINALS 1/2018 6/4/2019 Corporations and Charities System BUSINESS INFORMATION Business Name: WESTERN SYSTEMS, INC. UBI Number: 602 090 725 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 1122 INDUSTRY STREET, BLDG B, EVERETT, WA, 98203, UNITED STATES Principal Office Mailing Address: 1122 INDUSTRY STREET, BLDG B, EVERETT, WA, 98203, UNITED STATES Expiration Date: 01/31/2020 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 01/09/2001 Period of Duration: PERPETUAL Inactive Date: Nature of Business: OTHER MANUFACTURING, RETAIL, WHOLESALE TRADE REGISTERED AGENT INFORMATION Registered Agent Name: MICHAEL C SMITH Street Address: 1122 INDUSTRY ST BLDG B, EVERETT, WA, 98203-0000, UNITED STATES Mailing Address: 1122 INDUSTRY ST BLDG B, EVERETT, WA, 98203-0000, UNITED STATES Title GOVERNOR GOVERNOR GOVERNOR Governors Type INDIVIDUAL INDIVIDUAL INDIVIDUAL Entity Name First Name ROBERT ADELA MICHAEL Last Name NIMS TAYLOR SMITH https://ccfs.sos.wa.gov/#/BusinessSearch/Business Information 1/1 CITY OF CITY HALL 4S Federal 33325 8th Avenue South Way Federal Way, WA 98003-6325 (253) 835-7000 www cilyoffederalway. com PROFESSIONAL SERVICES AGREEMENT FOR ADAPTIVE CONTROL SYSTEM — DETECTION DESIGN This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Western Systems, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: WESTERN SYSTEMS, INC. Zach Hoiting 1122 Industry St. Bldg. B Everett, WA 98203 425.438.1133 (telephone) 425.438.1585 (facsimile) zhoiting@ W esternSysten The Parties agree as follows: CITY OF FEDERAL WAY: Rick Perez 33325 8th Avenue South Federal Way, WA 98003-6325 253.835.2740 (telephone) 253.835.2709 (facsimile) Inc,com Rick. erez ci offederal .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 Services specified in this Agreement, but in any event no later than December 31, 2019 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 3. TERA NATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 3/2017 CITY OF CITY HALL �! 33325 8th Avenue South Fe d e ra I Way Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com 4.2 Method of Pay hent. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 1ndw trial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 3/2017 CITY or CITY HALL Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www crtyoffederalway com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. 0nn nnrrper elain,, and $2.000,000 poirc r ei ??c3 ter an . this n,FeefBeni x lieth .: .,Ml. f i l ea;r rr � f 0Fm ... „r.h, r- E)Rt...,, +ter. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insura Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 3/2017 CITY OF CITY HALL Federal 33325 8th Avenue South Way Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffederalway com 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL 011PORTL-LAITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Ince retation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017 CITY OF CITY HALL Federal ederaI Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cilyoffederalway com obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by fling suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 3/2017 CITY OF 44k Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: CO i 9 WESTERN SYSTEMS, INC.: r fjr� By. Printed Name: f?ow Title: ! 6 r l DATE: STATE OF WASHINGTON) ) ss. COUNTY OF Sn6)1oMI,3_ ATTEST: hAnie Courtney, CMCCi Clerk J. Ryan Call, City Attorney On this day personally appeared before me©b anS to me known to be the of W jzsw(\ SyS— eer � that executed the foregoing instrument, and acknowledged the said instrument to bete free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that Pshe 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 d4 411( day of .:,,.til _ 2017. EN Ly Notary's signature s1°"'Lp kp+, Notary's printed name Y, �40TARY '�' �' Notary Public in and for the State of Washington. My commission expires PUBLIC 07-27-2021 (] PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 3/2017 ` CITY OF CITY HALL ,,� Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityotfederalway com EXHIBIT A SERVICES The Contractor shall evaluate the existing traffic signal detection for forty-four (44) traffic signals included in the Adaptive Control System Phases 1 and 2 project limits and provide technical assistance in recommending additional and/or modified vehicle detection for the optimal operation of the SCOOTTM Adaptive Control System. This system was selected as part of the City's competitive Request for Proposal process. This professional services contract is in advance of the Goods and Services Agreement that will be entered into upon City Council Approval and construction grant fund availability. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017 ` CITY OF CITY HALL Fe d e ra l Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www crryofiederalway. coni EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Nineteen Thousand and 00/100 Dollars ($19,000.00). 2. Method of Compensation: Lump Sum In consideration of the Contractor performing the Services, the City agrees to pay the Contractor the amount noted under Section 1 above. Reimbursable Expenses The actual customary and incidental expenses incurred by Contractor in performing the Services including mileage and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Nine Hundred and 00/100 Dollars ($900.00). PROFESSIONAL SERVICES AGREEMENT - 8- Rev. 3/2017 EXHIBIT C WESTSYS-01 ( ACORO DATE (MM/DDIYYYY) CERTIFICATE OF LIABILITY INSURANCE _ 6/5/2019 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 CONTACTNAME. _... Hub International Northwest LLC PHONE P.O. Box 3018 (A/CC, No, Ext): (425) 489-4500 (A/c. No):(425) 485-8489 Bothell, WA 98041 E-MAIL now.info@hubinternational.com INSURER(S) AFFORDING COVERAGE -NAIC 9 I INSURER A: Western National Mutual Insurance Company _•15377 INSURED Western Systems, Inc. Mike Smith 1122 Industry St. Building B Everett, WA 98203 INSURER D: INSURER E: 115792 COVERAGES CERTfFICATE 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. (NSR' ADDLISUBR� POLICY EFF POLICY EXP LTR.. TYPE OF INSURANCE NSD WVD POLICY NUMBER y MMrnDryyyYr LIMITS A • X—fcOMMERCIAL GENERAL LIABILITY EACH OCCURRENCE. 1'000'0 I CLAIMS -MADE ❑X OCCUR CPP1075978 06 6/6/2018 6/6/2020DAMAGE TO RENTED 100,---- REMIR $ A '30"LAG 1 LIMIT APPLIES PER: UMB1015627 06 A WORKERS COMPENSATION POLICY X JP 7 LOC ANY PROPRIETOR/PARTNER/EXECUTIVE ER/MEMBER EXCLUDED? N / A ❑ OTHER: tory in NH) If yes, describe under I A AUTOMOBILE LIABILITY DESCRIPTION OF OPERATIONS below B X ANY AUTO B RET: $5000 �CPP1075620 06 OWNED SCHEDULED AUTOS ONLY F1 AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY A X I UMBRELLA LIABX OCCUR EXCESS LIAB CLAIMS -MADE DED I X I RETENTION$ 10,000 UMB1015627 06 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I CPP1075978 O6 ANY PROPRIETOR/PARTNER/EXECUTIVE ER/MEMBER EXCLUDED? N / A ❑ tory in NH) If yes, describe under I DESCRIPTION OF OPERATIONS below B Professional Liab. ANE189556519 B RET: $5000 ANE189556519 6/6/2019 6/6/2020 6/6/2019 1 6/6/2020 MED EXP (Anyone PRODUCTS -COMP/QP AGG $ WA STOP GAP $ COMBINE❑ SINGLE LIMIT ,BODILY INJURY{per Person) ._ BODILYINJURY(Peracrident)., . 6/6/2019 I 6/6/2020 1 E.L. EACH ACCI F I nIRFARF - I 6/6/2019 6/6/2020 Per Occurrence 6/6/2019 6/6/2020 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLESACORU 701, Additional Remarks Schedule, may be attached if more space is required) RE: ADAPTIVE CONTROL SYSTEM — DETECTION DESIGN Additioanl insured as required by written contract: City of Federal Way. See attached forms. TE City of Federal Way Attn: Rick Perez 33325 8th Ave. South Federal Way, WA 98003-6325 ACORD 25 (2016/03) CANC_EwLLATI 1,000,000 2,000,000 2,000,000 1,000,000 1,000,000 3,000,000 3,000,000 1,000,000 1,000,000 1,000,000 2,000,000 2,000,000 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 %'IZU ~ ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number CPP1075978 05 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following COMMERCIAL GENER AL LIABILITY COVER AGE PART SCHEDULE Designated Construction Project(s): PER WRITTEN CONTRACT OR AGREE- MENT GREEMENT WHERE YOU AGREED TO PRO- VIDE A SEPAR ATE GENERAL AGGRE GATE LIMIT FOR EACH PROJECT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes le- gate Limit for that designated construction gally obligated to pay as damages caused by project. Such payments shall not reduce "occurrences" under Section I — Coverage A, the General Aggregate Limit shown in the and for all medical expenses caused by acci- Declarations nor shall they reduce any dents under Section I — Coverage C, which other Designated Construction Project can be attributed only to ongoing operations General Aggregate Limit for any other at a single designatedab&W.struction project desiULARPilecgatction project shown in pp shown in the Schedule the 1. A separate Designated Construction Proj- 4. The limits shown in the Declarations for ect General Aggregate Limit applies to Each Occurrence, Damage To Premises each designated construction project, and Rented To You and Medical Expense that limit is equal to the amount of the continue to apply. However, instead of General Aggregate Limit shown in the being subject to the General Aggregate Declarations. Limit shown in the Declarations, such 2. The Designated Construction Project Gen- limits will be subject to the applicable g eral Aggregate Limit is the most we will Designated Construction Project General pay for the sum of all damages under Aggregate Limit. Coverage A, except damages because of B. For all suras which the insured becomes "bodily injury" or "propertv damage " legally obligated to pay as damages caused by included in the "products -completed oper- "occurrences " under Section I _ Coverage A, ations hazard", and for medical expenses and for all medical expenses caused by under Coverage C regardless of the accidents under Section I C, numberof: —Coverage which cannot be attributed only to ongoing a. Insureds; operations at a single designated construction project shown in the Schedule above: b. Claims made or "suits "brought; or 1. Any payments made under Coverage A c. Persons or organizations making for damages or under Coverage C for claims or bringing "suits ". medical expenses shall reduce the amount 3. Any payments made under Coverage A available under the General Aggregate for damages or under Coverage C for Limit or the Products -completed Opera - medical expenses shall reduce the Desig- tions Aggregate Limit, whichever is ap- nated Construction Project General Aggre- plicable; and CG 25 03 05 09 o Insurance Services Office, Inc., 2008 Page 1 of 2 2. Such pa yments sha II not red uce any Des- D. If the applicable designated construction proj- ignated Construction Project Genera I ect has been abandoned, delayed, or aban- Aggregate Limit. doned and then restarted, or if the authorized C. When coverage for liability a rising out of the contracting parties deviate from plans, blu prod ucts-com pleted operations hazard . is prints, designs, specifications or timetable provided , any payments for damages because the will be deemed to be the same of bodily i nju ryor property da mage in- construction prstill cluded i n the "prod ucts-com p leted operations E. The provisions of Section Ill - Limits Of I n- haza rd" will red uce the Prod ucts-com pleted sura nee not otherwise mod ified by this Operations Aggregate Limit, and not reduce endorsement shall contin ue to appl y as the Genera I Aggregate Limit nor the Desig- stipu lated. nated Construction Project Genera I Aggregate Limit. Page 2 of 2 Insurance Services Office, Inc., 2008 CG 25 03 05 09 Policy Number: CPP1075978 05 COMMERCIAL GENERAL LIABILITY WN GL 84 07 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to in- clude the following: Any person(s) or organizations(s) for whom you have performed operations is also an additional insured, if you and such person(s) or organization(s) have agreed in writing in a contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy for completed operations. Such person(s) or organization(s) is an additional in- sured only with respect to liability for "bodily injury" or "property damage" caused, in whole or part, by "your work" at the location specified in the written contract or agreement and included in the "prod- ucts -completed operations hazard". However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and a. The preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opinions. reports, surveys, field orders, change orders or drawings and specifica- tions-, or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against an additional insured allege negligence or other wrongdoing in the supervision, hiring, employment. training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property dam- age", or the offense which caused the "person- al and advertising injury", involved the render- ing of or failure to render any professional services by you with respect to your providing engineering, architectural or surveying serv- ices in your capacity as an engineer, architect or surveyor. 2. Will not be broader than that which you are re- 2. "Bodily injury" or "property damage" that oc- quired by the contract or agreement to provide curs prior to the execution of, or subsequent to for such additional insured. the expiration of, the contract or agreement in which you agreed that such person(s) or or - B. With respect to the insurance afforded to these ad- ganization(s) be added as an additional in- ditional insureds, the following additional exclu- sured. sions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the ren- dering of, or the failure to render; any profes- sional architectural, engineering or surveying services, including: WN GL 84 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is: 1. The minimum amount required by the con- tract or agreement; or 2. The Limits of Insurance shown in the Decla- rations; whichever is less. This endorsement shall not increase the applica- ble Limits of Insurance shown in the Declara- tions. WN GL 84 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 2 Policy Number: CPP1075978 05 COMMERCIAL GENERAL LIABILITY WN GL 49 0715 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY 0 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU PRIMARY AND NONCONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to in- clude as an additional insured any person or or- ganization for whom you are performing opera- tions when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with re- spect to liability for "bodily injury", "property dam- age" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; N in the performance of your ongoing operations for the additional insured. B. With respect to the insurance afforded to these ad- ditional insureds, the following additional exclusion applies: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the ren- dering of, or the failure to render, any profes- sional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifica- tions; or b. Supervisory, inspection, architectural or engineering activities. A person's or organization's status as an additional This exclusion applies even if the claims insured under this endorsement ends when your against an additional insured allege negligence operations for that additional insured are com- or other wrongdoing in the supervision, hiring, pleted. employment, training or monitoring of others However: by that insured, if the "occurrence" which 1. The insurance afforded to such additional in- caused the "bodily injury" or "property dam- sured only applies to the extent permitted by age", or the offense which caused the "person - law: and al and advertising injury", involved the render- ing of or failure to render any professional 2. If coverage provided to the additional insured services by you with respect to your providing is required by a contract or agreement, the in- engineering, architectural or surveying serv- surance afforded to such additional insured ices in your capacity as an engineer, architect will -not be broader than that which you are re- or surveyor. quired by the contract or agreement to provide for such additional insured. WN GL 49 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 2 2. "Bodily injury" or "property damage" occurring after: a. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than serv- ice, maintenance or repairs) to be per- formed by or on behalf of the additional in- sured(s) at the location of the covered op- erations has been completed; or b. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or or- ganization other than another contractor or subcontractor engaged in performing oper- ations for a principal as a part of the same project. C. With respect to the insurance afforded to these ad- ditional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is re- quired by a contract or agreement, the most we will pay on behalf of the additional insured is: 1. The minimum amount required by the contract or agreement; or 2. The Limits of Insurance shown in the Declara- tions; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. D. The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek any contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. WN GL 49 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 2 of 2 WN CA 27 06 16 BUSINESS AUTO ENHANCEMENT ENDORSEMENT The Business Auto Enhancement Endorsement is an optional endorsement that provides coverage enhancements. The following is a summary of broadened coverages provided by this endorsement. No coverage is provided by this summary, refer to following endorsement for changes in your policy. SUMMARY OF COVERAGES PAGE Accidental Airbag Deployment Coverage 4 Auto Loan/Lease Gap Coverage 4 Blanket Additional Insured 2 Blanket Waiver of Subrogation 5 Broadened Definition of Insured includes: Newly Acquired Organizations for up to 180 Days 2 Employees as Insureds 2 Subsidiaries in Which You Own 50% or More 2 Deductible Waiver for Glass Repair 3 Employee Hired Auto 2,5 Fellow Employee Coverage 3 Hired Auto Physical Damage Coverage 4 Knowledge of Accident, Claim, Suit or Loss 5 Loss Of Use Expenses - Amended 3 Personal Effects 3 Rental Reimbursement Coverage 4 Supplementary Payments - Amended: Bail Bonds up to $5,000 2 Loss of Earnings up to $500/Day 2 Transportation Expense Limits —Amended 3 Unintentional Failure to Disclose Hazards 5 WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 5 WN CA 27 06 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BUSINESS AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies the insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. The SECTIONS of the Business Auto Coverage Form identified in this endorsement will be amended as shown below. SECTION II — COVERED AUTOS LIABILITY COVERAGE AMENDMENTS A. Who Is An Insured SECTION II — COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is amended to add: d. Any legally incorporated subsidiary of yours in which you own more than 50% of the voting stock on the effective date of this coverage form. However, "insured" does not include any subsidiary of yours that is an "insured" under any other automobile liability policy, or would be an "insured" under such policy but for termination of such policy or the exhaustion on such policy's limits of insurance. e. Any organization which is newly acquired or formed by you and over which you maintain majority ownership. However, coverage under this provision: (1) is afforded only for the first 180 days after you acquire or form the organization or until the end of the policy period, whichever comes first; (2) does not apply to "bodily injury' or "property damage" that results from an "accident" that occurred before you formed or acquired the organization; (3) does not apply to any newly acquired or formed organization that is a joint venture or partnership; and (4) does not apply to an "insured" under any other automobile liability policy, or would be an "insured" under such a policy but for termination of such policy or the exhaustion of such policy's limits of insurance. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. g. Any "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in the "employee's" name, with your permission, while performing duties related to the conduct of your business. B. Blanket Additional Insured SECTION II — COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, paragraph c. is amended to add the following: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury' or .,property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that persons or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. Liability Coverage Extensions — Supplementary Payments SECTION II — COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments is amended by replacing subparagraphs (2) and (4) with the following: (2) Up to $5,000 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 $500 a day because of time off from work. WN CA 27 06 16 Includes copyrighted material of Insurance Services Office. Inc., with its permission Page 2 of 5 D. Fellow Employee Coverage SECTION II — COVERED AUTOS LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee, the following is added: Co -Employee Lawsuit Defense Cost Reimbursement If a suit seeking damages for "bodily injury' to any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business, or a suit seeking damages brought by the spouse, child, parent, brother or sister of that fellow "employee", is brought against you, we will reimburse reasonable costs that you incur in the defense of such matters. Any reimbursement made pursuant to this sub -section will be in addition to the limits of liability set forth in the Declarations. SECTION III — PHYSICAL DAMAGE COVERAGE AMENDMENTS A. Transportation Expense — Limits Amended SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses is amended by replacing $20 per day/$600 maximum limit with $50 per day/$1000 maximum. B. Hired Auto Physical Damage — Loss Of Use Expenses — Limits Amended SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, b. Loss of Use Expenses is amended by replacing the $20 per day/$600 maximum limit with $50 per day/$750 maximum limit. C. Personal Effects Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is amended by adding the following: c. Personal Effects We will pay up to $500 for "loss" to personal effects, which are: (1) Owned by an "insured'; and (2) In or on your covered "auto." This coverage applies only in the event of the total theft of your covered "auto." No deductible applies to this coverage D. Glass Repair — Deductible Waiver SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 3. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles, is amended by adding the following: No deductible will apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. E. Hired Auto Physical Damage SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage is amended by adding the following: S. Hired Auto Physical Damage If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this coverage form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire of like kind and use, subject to the following: a. The most we will pay for any one "loss" is $50,000 or the actual cash value or cost to repair or replace, whichever is less, minus a deductible; b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. Any Comprehensive deductible does not apply to "loss" caused by fire or lightening; c. Hired Auto Physical Damage coverage is excess over any other collectible insurance; and d. Subject to the above limit, deductible and excess provisions we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. If a limit for Hired Auto Physical Damage is indicated in the Declarations, then that limit replaces, and is not added to, the $50,000 limit indicated above. WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 5 F. Rental Reimbursement SECTION 111 — PHYSICAL DAMAGE COVERAGE A. Coverage, is amended by adding the following: 6. Rental Reimbursement This coverage applies only to a covered "auto" of the private passenger or light truck type as follows: a. We will pay for rental reimbursement expenses incurred by you for the rental of a private passenger or light truck type "auto" because of "loss" to a covered private passenger or light truck type "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered private passenger or light truck type "auto." No deductibles apply to this coverage. b. We will pay only for those expenses incurred 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: (1) The number of days reasonably required to repair or replace the covered private passenger or light truck type "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered private passenger or light truck type "auto" and return it to you; or (2) 30 days c. Our payment is limited to the lesser of the following amounts: (1) Necessary and actual expenses incurred, or (2) $50 per day, up to a maximum of $1,000. d. This coverage does not apply while there are spare or reserve private passenger or light truck type "autos" available to you for your operations. e. If "loss" results from the total theft of a covered "auto" of the private passenger or light truck type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions. G. Accidental Airbag Deployment Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage is amended by adding the following: 7. Accidental Airbag Deployment Coverage We will pay to reset or replace factory installed airbag(s) in any covered "auto' for accidental discharge, other than discharge due to a collision loss. This coverage is applicable only if comprehensive coverage applies to the covered "auto". This coverage is excess over any other collectible insurance or reimbursement by manufacturer's warranty. H. Auto Loan/Lease Gap Coverage SECTION III PHYSICAL DAMAGE COVERAGE, Item A., Coverage, is amended by adding the following: 8. Auto Loan/Lease Gap Coverage This coverage applies only to a covered "auto" described or designated in the Schedule or in the Declarations as including physical damage coverage. In the event of a covered total "loss" to a covered "auto" described or designated in the Schedule or in the Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto" less: a. The amount paid under the Physical Damage Coverage Section on the policy; and b. Any: (1) Overdue lease/loan payments at the time of the "loss", (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases. For the purposes of this Rental Reimbursement coverage, light truck is defined as a truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as the maximum loaded weight the auto is designed to carry. WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 4 of 5 SECTION IV — BUSINESS AUTO CONDITIONS AMENDMENTS A. Duties In The Event Of Accident, Claim, Suit Or Loss Amended SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss, a. is amended by adding the following: This condition applies only when the "accident' or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or insurance manager, if you are a corporation; or (4) A member or manager, if you are a limited liability company. But, this section does not amend the provisions relating to notification of police, protection or examination of the property which was subject to the "loss". B. Blanket Waiver of Subrogation Section IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions, S. Transfer of Rights of Recovery Against Others to Us, is amended by adding the following exception: However, we waive any right of recovery we may have against any person or organization to the extent required of you by a written contract signed and executed prior to any "accident' or "loss", provided that the "accident' or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. C. Unintentional Failure to Disclose Hazards SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation Or Fraud, is amended by adding the following paragraph: If you unintentionally fail to disclose any hazards existing at the inception date of the policy, or during the policy period in connection with any additional hazards, we will not deny coverage under this Coverage Part because of such failure. D. Employee Hired Auto SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, S. Other Insurance, paragraph b. is deleted and replace by the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be a covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow. (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". WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 5 COMMERICAL GENERAL LIABILITY WN GL 39 08 18 COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT The Commercial General Liability Enhancement Endorsement is an optional endorsement that provides coverage en- hancements. The following is a summary of broadened coverages provided by this endorsement. No coverage is pro- vided by this summary, refer to following endorsement for changes in your policy. SUMMARY OF COVERAGES Bodily Injury And Property Damage Liability • Non Owned Watercraft Up To 50 Feet ............................................. Property Damage Liability • Elevators.................................................................................................... • Fire, Lightning, Explosion Or Sprinkler Leakage Exception ............................ • Borrowed Equipment ($25,000 Per Occurrence, $50,000 Aggregate, $2,500 Deductible Per Occurrence........................................................... Supplementary Payments — Amended • Bail Bonds Up To $5,000............................................................................. Loss of Earnings Up To $500/Day............................................................... Who Is An Insured Amendments • Employee Bodily Injury To A Co -Employee ................................................... • Newly Formed Or Acquired Organizations For Up To 180 Days ..................... • Blanket Additional Insured —Vendors —As Required By Contract .................. • Blanket Additional Insured — Lessor Of Leased Equipment ............................ • Blanket Additional Insured — Managers Or Lessors Of Premises .................... • Blanket Additional Insured — State Or Governmental Agency Or Subdivision Or Political Subdivision — Permits Or Authorizations ................................... • Blanket Additional Insured — State Or Governmental Agency Or Subdivision Or Political Subdivision — Permits Or Authorizations Relating To Premises Damage To Premises Rented To You — $300,000____ ................. _ ............. __ ..... Medical Payments Increased Limit — $10,000 Or Amount Shown on Declarations..... Conditions • Knowledge of Occurrence, Offense, Claim Or Suit Amended .................... • Unintentional Failure To Disclose Hazards .............................................. • Waiver of Subrogation............................................................................ Insured Contract Amended............................................................................... Personal And Advertising Injury Redefined • Televised, Videotaped Or Electronic Publication ........... ......................... PAGE .................... 2 .4 10 WN GL 39 08 18 Includes copyrighted material of the Insurance Service Office, Inc.,w ith its permission. Page 1 of 10 COMMERCIAL GENERAL LIABILITY WN GL 39 08 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. The SECTIONS of the Commercial General Liability Coverage Form identified in this endorsement will be amended as shown below. SECTION I —COVERAGES AMENDMENTS COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY A. Non Owned Aircraft Or Watercraft Item 2. Exclusions, Paragraph g. is replaced by the following: g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrong- doing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence" which caused the "bodily injury" or "property damage" involved in the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 50 feet long; and (b) Not being used to cant' persons or prop- erty for a charge; This Subparagraph (2) applies to any person, who with your expressed or implied consent, either uses or is responsible for the use of the watercraft; (3) Parking an "auto' on, or on the ways next to, premises you own or rent, provided the "auto' is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured con- tract" for the ownership, maintenance or use of aircraft or watercraft; or (5) 'Bodily injury" or "property damage" arising out of. (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f. (2) or f. (3) of the definition of "mobile equip- ment'. B. Damage To Property Coverage Extensions Item 2. Exclusions, Paragraph j. is replaced by the following: j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restora- tion or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; WN GL 39 08 18 Includes copyrighted material of the Insurance Service Cffice, Inc.,with its permission. Page 2 of 10 (3) Property loaned to you; (4) Personal property in the care, custody or con- trol of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage' arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion or sprinkler leakage) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in SECTION III —LIMITS OF INSURANCE. However, the provisions of this paragraph do not apply if coverage for Damage To Premises Rented To You is excluded by endorsement. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. The insurance provided for "property damage' from the use of elevators and for "property damage' to borrowed equipment is excess over any other valid and collectible property insurance (including any de- ductible portion thereof) available to the insured whether primary, excess, contingent or on any other basis. C. Damage To Premises Rented To You Item 2. Exclusions, the last paragraph is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Paragraph 6. of SECTION 111 — LIMITS OF INSURANCE. COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY D. Personal And Advertising Injury Item 2. Exclusions is amended by replacing Sub- paragraphs b. and c. with the following: b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written, televised, videotaped or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period Paragraph (4) of this exclusion does not apply to "Personal and advertising injury" arising out of "property damage' to borrowed equipment while not oral, written, televised, videotaped or electronic being used to perform operations at the jobsite. publication, in any manner, of material whose first Subject to Paragraph 2. of SECTION III — LIMITS OF publication took place before the beginning of the INSURANCE, the rules below fix the most we will pay policy period. for "property damage' under this provision: (1) $25,000 any one 'occurrence", regardless of the number of persons or organizations who sustain damages because of that 'occurrence'; (2) $50,000 annual aggregate; and (3) We will pay only for damages in excess of $2,500 as a result of any one 'occurrence", regardless of the number of persons or organizations who sustain damages because of that 'occurrence'. We may, or if required by law, pay all or any part of any deductible amount, if applicable, to effect settlement of any claim or "suit'. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -com- pleted operations hazard". SUPPLEMENTARY PAYMENTS —COVERAGES A AND B E. Supplementary Payments —Coverages A and B Item 1. is amended by replacing Subparagraphs b. and d. with the following: b. Up to $5,000 for cost of bail bonds required be- cause of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $500 a day because of time off from work. WN GL 39 08 18 Includes copyrighted material of the Insurance Service Office, Inc., with its permission. Page 3 of 10 SECTION II —WHO IS AN INSURED AMENDMENTS A. Employee Bodily Injury To A Co -Employee Paragraph 2. a. (1) is replaced by the following: However, none of these "employees" or "volunteer workers" are insureds for "bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co - "employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of the co -"employee" or "volunteer worker' as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if a suit seeking damages for "bodily injury" or "personal and advertising injury" to any co - "employee" or other "volunteer worker' arising out of and in the course of the co -"employee's" or "volunteer workers" employment or while performing duties related to the conduct of your business, or a suit seeking damages brought by the spouse, child, parent, brother or sister of the co -"employee" or other "volunteer worker', is brought against you or a co - "employee" or a "volunteer worker', we will reimburse the reasonable costs that you incur in providing a defense to the co -"employee" or "volunteer worker" against such matters. Any reimbursement made pursuant to this sub -section will be in addition to the limits of liability set forth in the Declarations. B. Newly Acquired Organizations Paragraph 3. a. is replaced by the following: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; The following are added: C. Blanket Additional Insured — Vendors — As Re- quired By Contract 1. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to throughout this endorsement as vendor) with whom you have agreed in a written contract, executed prior to loss, to name as an additional insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendors business. However, a. The insurance afforded to such vendor only applies to the extent permitted by law; and b. If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. 2. With respect to the insurance afforded to these vendors, the following additional exclusions apply: a. The insurance afforded the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay dam- ages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; WN GL 39 08 18 Includes copyrighted material of the Insurance Service Office, Inc.,w ith its permission. Page 4 of 10 (5) Any failure to make such inspections, 4. With respect to the insurance afforded to these adjustments, tests or servicing as the vendors, the following is added to Section 111 — vendor has agreed to make or normally Limits Of Insurance: undertakes to make in the usual course If coverage provided to the vendor is required by of business, in connection with the a contract or agreement, the most we will pay on distribution or sale of the products; behalf of the vendor is: (6) Demonstration, installation, servicing or a. The minimum amount required by the repair operations, except such contract or agreement; or operations performed at the vendor's premises in connection with the sale of b. The Limits of Insurance shown in the the product; Declarations; (7) Products which, after distribution or sale whichever is less. by you, have been labeled or relabeled or used as a container, part or ingredient of This endorsement shall not increase the any other thing or substance by or for the applicable Limits of Insurance shown in the vendor; or Declarations. (8) "Bodily injury or "property damage" 5. With respect to the insurance afforded to these arising out of the sole negligence of the additional insureds, the following additional vendor for its own acts or omissions or exclusion applies: those of its employees or anyone else This insurance does not apply to: acting on its behalf. However, this a. "Bodily injury", "property damage" or exclusion does not apply to: "personal and advertising injury" arising out (i) The exceptions contained in of the rendering of, or the failure to render, Subparagraphs (4) or (6); or any professional architectural, engineering or (ii) Such inspections, adjustments, tests surveying services, including: or servicing as the vendor has (1) The preparing, approving, or failing to agreed to make or normally prepare or approve, maps, shop undertakes to make in the usual drawings, opinions, reports, surveys, course of business, in connection field orders, change orders or drawings with the distribution or sale of the and specifications; or products. (2) Supervisory, inspection, architectural or 3. This Provision C. does not apply: engineering activities. a. To any insured person or organization from This exclusion applies even if the claims whom you have acquired such products, or against an additional insured allege any ingredient, part or container, entering negligence or other wrongdoing in the into, accompanying or containing such supervision, hiring, employment, training products; or monitoring of others by that insured, if b. To any vendor for which coverage as an addi- the "occurrence' which caused the tional insured specifically is scheduled by "bodily injury" or "property damage", or endorsement; or the offense which caused the "personal c. When liability included within the "products- and advertising injury", involved the completed operations hazard" has been ex- rendering of or failure to render any cluded for such product either by the provi- professional services by you with respect sions of the coverage part or by endorse- to your providing engineering, ment. architectural or surveying services in your capacity as an engineer, architect or surveyor. WN GL 39 08 18 Includes copyrighted material of the Insurance Service Office, Inc., with its permission Page 5 of 10 D. Blanket Additional Insured — Lessor Of Leased Equipment 1. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in writing in a contract or agreement, executed prior to loss, that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an addi- tional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. 2. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is: a. The minimum amount required by the contract or agreement; or b. The Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 4. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against an additional insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by you with respect to your providing engineering, architectural or surveying services in your capacity as an engineer, architect or surveyor. E. Blanket Additional Insured — Managers Or Les- sors Of Premises 1. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) with whom you have agreed in a written contract, executed prior to loss, to name as an additional insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you, subject to the following additional exclusions: This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises. b. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. WN GL 39 08 18 Includes copyrighted material of the Insurance Service Office, Inc.,with its permission Page 6 of 10 E 3. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a• contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is: a. The minimum amount required by the contract or agreement; or b. The Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: a. "Bodily injury", "property damage' or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against an additional insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence' which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by you with respect to your providing engineering, architectural or surveying services in your capacity as an engineer, architect or surveyor. F. Blanket Additional Insured — State Or Governmental Agency Or Subdivision Or Political Subdivision — Permits Or Authorizations Section II — Who Is An Insured is amended to in- clude as an additional insured any state or governmental agency or subdivision or political subdivision with whom you have agreed in a written contract, executed prior to loss, to name as an additional insured, subject to the following provisions: 1. This insurance applies only with respect to op- erations performed by you or on your behalf for which the state or govemmental agency or sub- division or political subdivision has issued a permit or authorization. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. This insurance does not apply to: a. 'Bodily injury", "property damage' or "per- sonal and advertising injury" arising out of op- erations performed for the federal govern- ment, state or municipality; or b. "Bodily injury" or "property damage' included within the "products -completed operations hazard". 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is: a. The minimum amount required by the contract or agreement; or b. The Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. WN GL 39 08 18 Includes copyrighted material of the Insurance Service Office, Inc.,with its permission Page 7 of 10 4. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against an additional insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by you with respect to your providing engineering, architectural or surveying services in your capacity as an engineer, architect or surveyor. G. Blanket Additional Insured — State Or Governmental Agency Or Subdivision Or Political Subdivision —Permits Or Authorizations Relating To Premises Section II — Who Is An Insured is amended to in- clude as an additional insured any state or governmental agency or subdivision or political subdivision with whom you have agreed in a written contract, executed prior to loss, to name as an additional insured, subject to the following provision: 1. This insurance applies only with respect to the fol- lowing hazards for which the state or govemmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: a. The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or b. The construction, erection or removal of elevators; or c. The ownership, maintenance or use of any elevators covered by this insurance. However, a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is: a. The minimum amount required by the contract or agreement; or b. The Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. WN GL 39 08 18 Includes copyrighted material of the Insurance Service Office, Inc.,with its permission Page 8 of 10 This exclusion applies even if the claims SECTION IV — COMMERCIAL GENERAL LIABILITY against an additional insured allege CONDITIONS AMENDMENTS negligence or other wrongdoing in the supervision, hiring, employment, training or A. Knowledge Of Occurrence monitoring of others by that insured, if the Item 2. Duties In The Event Of Occurrence, Of- "occurrence" which caused the "bodily injury" fense, Claim or Suit is amended by adding the fol- or "property damage", or the offense which lowing: caused the "personal and advertising injury", e. You must give us or our authorized representa- involved the rendering of or failure to render tive prompt notice of an "occurrence", claim or any professional services by you with respect loss only when the "occurrence", claim or loss is to your providing engineering, architectural or known to: surveying services in your capacity as an engineer, architect or surveyor. (1) You, if you are an individual; (2) A partner, if you are a partnership; SECTION III —LIMITS OF INSURANCE AMENDMENTS (3) An executive officer or insurance manager, if you are a corporation; or A. Damage To Premises Rented To You (4) A member or manager, if you are a limited Paragraph 6. is replaced by the following: liability company. 6. Subject to Paragraph 5. above, the most we will B. Other Insurance pay under Coverage A for damages because of Item 4. Other Insurance, b. Excess Insurance (1) "property damage" to any one premises, while a (ii) is replaced b the following: () () p y g: rented to you, or in the case of damage by fire, lightning, explosion or sprinkler leakage, while (ii) That is fire, lightning, explosion or sprinkler leak- rented to you or temporarily occupied by you with age insurance for premises rented to you or permission of the owner is the greater of temporarily occupied by you with permission of the owner; a. $300,000; or C. Unintentional Failure To Disclose Hazards b. The amount shown next to the Damage To Item 6. Representations is replaced by the following: Premises Rented To You Limit in the Decla- rations. 6. Representations And Unintentional Failure To However, the provisions of this paragraph do not Disclose Hazards apply if Damage To Premises Rented To You a. By accepting this policy, you agree: Coverage is excluded by endorsement. (1) The statements in the Declarations are accurate and complete; B. Medical Expense Limit (2) Those statements are based upon repre- Paragraph 7. is replaced with the following: septations you made to us; and 7. Subject to Paragraph 5. above, the most we will (3) We have issued this policy in reliance pay under Coverage C for all medical expenses "bodily upon your representations. because of injury" sustained by any one person is the greater of. b. If you unintentionally fail to disclose any haz- ards existing at the inception date of your a. $10,000; or policy, we will not deny coverage under this b. The amount shown next to the Medical Ex- Coverage Part because of such failure. pense Limit in the Declarations. However, this provision does not affect our This insurance does not apply if coverage for right to collect additional premium or exercise Medical Expenses is excluded either by the pro- our right of cancellation or non-renewal. visions of the coverage part or by endorsement. WN GL 39 08 18 Includes copyrighted material of the Insurance Service Office, Inc.,with its permission. Page 9 of 10 D. Waiver of Subrogation Item 8. Transfer of Rights of Recovery Against Others to Us is hereby amended by the addition of the following: We waive any right of recovery we may have because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a written contract, executed prior to loss, requiring such waiver with that person or organization and included in the "products -completed operations hazard". However, our rights may only be waived prior to the "occurrence" giving rise to the injury or damage for which we make payment under this Coverage Part. The insured must do nothing after a loss to impair our rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce those rights. SECTION V — DEFINITIONS AMENDMENTS A. Insured Contract Amended Paragraph 9. a. is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract'; B. Personal And Advertising Injury Redefined Paragraph 14. d. and e. are replaced by the following: d. Oral, written, televised, videotaped or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or service; e. Oral, written, televised, videotaped or electronic publication of material that violates a person's right of privacy; WN GL 39 08 18 Includes copyrighted material of the Insurance Service Office, Inc.,with its permission. Page 10 of 10