AG 19-099 - XG Communities _01)
CITY cs CITY HALL
33325 8th Avenue South
325�� FederM
Way
Federal Way,WA 53)835-7000
www,cityoffederalway.com
Jim Ferrell, Mayor
November 20, 2019
Monnie McGaffigan
President
XG Communities
200 Spectrum Center Drive, Suite 1500
Irvine, CA 92618
Dear Ms. McGaffigan:
Pursuant to Section 3 of the Professional Services Agreement for Asset Services for Small Wireless
("Agreement"),executed on June 7,2019, between the City of Federal Way("City") and XG Communities
("XG"),the City hereby notifies XG that the City is terminating the agreement.
Per discussions with City staff, the City understands that XG will no longer be providing on-call technical
review and engineering services.This material departure from the Agreement's scope of services requires
that the City terminate the Agreement. In addition, the City is not interested in the marketing and
reservation services that XG plans to assign to an outside provider.
Although 60 days' notice is required for termination under Section 3 of the Agreement, given that there
are no active task orders or outstanding payments for services, the City requests that XG agree to
terminate the agreement immediately. If you agree to immediate termination,the termination date will
be effective the date the City receives your written confirmation. If you do not agree,the termination will
be effective on January 21,2020.
Please let Desiree Winkler (desiree.winkler@cityoffederalway.com 253.835.2711) know if you have any
questions. Thank you.
Sincerely,
;: Jim Ferrell
Mayor
c.Contract file
Desiree'Winkler
DW:ss
I:\DW Itr_agreement termination_11-20-19.dou
RETURN TO: PW ADMIN EXT: 2700 ID #:
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CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIV: PUBLIC WORKS/
�O WW
(I,
2. ORIGINATING STAFF PERSON- a�� I�'�e- �'� `�` (- EXT: 'A21 I 3. DATE REQ. Bti ;
3. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
XPROFESSIONAL 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:
5. NAME OF CONTRACTOR:
ADDRESS:-rocapm-rymc-t)c LA TELEPHONE: 1
E-MAIL; w -1;3-70 &Usqm�+ 5 . FAX. 4 L0 ql1 OL
SIGNATURE NAME: TITLE�_0'
6. EXHIBITS AND A rAC33MENTS: &-SCOPE, WORK OR SERVICES btTOMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER
REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIREDLICMESL ❑ PRIOR CONTRACT/AMENDMENTS
CFW LICENSE LI t=o_ f3L, EXP. 12/31/ UBI# EXP.
1�9-
7. TERM: COMMENCEMENT DATE: uu1i ft i COMPLETION DATE:
9z'n�-2-('L
8. TOTAL COMPENSATION: $ lir O O 0 • 00 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: a RETAINAGE .0 �-5AGREEMENT (SEE CONTRACT) OR RETAINAGE BOND PROVIDED
VPURCHASING: PLEASE CHARGE TO: DI LAOO' L - V • (0-4 _ 1
9. DOCUMENT / CONTRACT REVIEW INITIAL/ DATE REVIEWED INITIAL / DATE APPROVED
P4UNE-eT-Ivl-AN It-_
D MMON -MANAGE l-
.DEPUTY DIRECTOR �� �: 74 1�-
k'DRECTOR I { n
❑ RISK MANAGEMENT (IF APPLICABLE)
.%q'I AW DEPT Ao it
10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: n COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE:COUNCIL APPROVAL DATE: l
11. CONTRACT SIGNATURE ROUTING r�
SENTTO V ENDOR/CONTRACTOR DATE S- NT r7� DATE RECD:
Itq4 n
D.
ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION 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
AW DEPT r
SIGNATORY (MAYOR OR DIRECTOR)
CITY CLERK
ASSIGNED AG # AG# t
SIGNED COPY RETURNED DATE SENT: c'
RN ONE ORIGINAL
COMMENTS: Cl.
EXECUTE „2 " ORIGINALS i' iE ri dc' Ll '�V sd:� i�J2 L.' i fj 'r "T l -� ll U-. e f. 2"
f T-
I/20I8
CITY OF CITY HALL
..:
Federal � 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
tvww cityoffederalway corn
PROFESSIONAL SERVICES AGREEMENT
FOR
ASSET SERVICES FOR SMALL WIRELESS
This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and XG Communities, LLC, a Delaware limited liability company ("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:
XG COMMUNITIES, LLC:
KT Burns, Account Director
200 Spectrum Center Drive, Suite 1500
Irvine, CA 92618
(714) 981-0849 (telephone)
(949) 266-9160 (facsimile)
kt.burns@xgcommunities.com
The Parties agree as follows:
CITY OF FEDERAL WAY:
Desired S. Winkler, P.E.
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-2711 (telephone)
(253) 835-2709 (facsimile)
desiree.winkler@cityoffederal,
.coin
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 be in effect for an initial term of five (5) years. 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
reasonable 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. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other
party thirty (60) 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.
4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form
specified by the City, including a description of what Services have been performed, the name of the personnel performing
PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 3/2017
CITY OF CITY HALL
��.. 33325 8th Avenue South
Fe d e ra 1 Way
Federal Way. WA 98D03-6325
(253) 835-7000
www cityoffederalway com
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 industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any
immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the
purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the
amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability
benefit acts or any other benefits acts or programs. The Parties 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 OF CITY HALL
Fe d e ra I Way 33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
tvww cityoffederalway 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. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000
policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring
by reason of acts, errors or omissions of the Contractor.
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 Insured Verification. The City shall be named as additional insured on all commercial general
liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of
insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At
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
Clry OF CITY HALL
— 33325 8th Avenue South
Federal Way Federal Way. WA 98003-6325
(253) 835-7000
vvww criyoffederalway. corn
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 OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made
possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its
subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any
person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin,
marital status, 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. COOPERATIVE PURCHASENG. City acknowledges and agrees that it has followed all applicable purchasing
and procurement procedures in entering into this Agreement and that Contractor shall have the right and ability to offer this
Agreement as a template for cooperative or piggybacking purchasing agreements with other public agencies to the extent
allowed by law.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the
agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or
agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this
Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective
captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to
modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared
invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other
provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement
that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as
having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended,
PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017
CITY OF CITY HALL
Aw
Federal
edaral Way Feder 8th Avenue South
Federal Way. WA 98003-6325
(253) 835-7000
www cityoffederalway com
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,
which shall not be unreasonably withheld. If the non -assigning party gives its consent to any assignment, the terms of this
Agreement shall continue in full force and effect and no further assignment shall be made without additional written
consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon
their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection
and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based
on any provision set forth herein.
13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all
applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions,
regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation
of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this
Agreement, this Agreement may be rendered null and void, at the City's option.
13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which
performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the
Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the
addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the
notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted
in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for
under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies
available to the Parties 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 fled 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 CITY HALL
Federal Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway cora
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
DATE: Cell
XG
By:
Printed Name: Monnie McGaffigan
ATTEST:
p anie Courtney. CM 0
ity Clerk
APPROVED AS TO FORM:
401V 44i;z
TU✓ J. Ryan Call, City Attorney
Title: President
DATE: `" [ �J I Z [ 9
� 9 A -Tr 4c A & b c4 Lc`s=o1L- A A -L L pu2P0s
STATE OF [' -�1.1 F'()h�ll.i ) �lCry Qa .+ice Dg� H��� /lND l P' -T rA-cm-e b o ,'e,`gL
) ss. Cear�Pi'Cr+Ttr jro4Ar.
COUNTY OF 0,4z�-,D os- 3 C- 2- 51 9 .
On this day personally appeared b L #,pre me Nionnie 1rleGhff =, to me known to be the President of XG
Communities, LLC that executed the fo L�oing instrument, and acknowledged the said instrument to be the free
and voluntary act and deed of said limited i4blility company, for the uses and purposes therein mentioned, and
on oath stated that he/she was authorized to exeNchae said instrument.
GIVEN my hand and official seal this
Notary's signature
Notary's printed name
Notary Pub
My commiss
20
in and for the State of California.
pares
PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 3/2017
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A NoLaffy Pubfic oroda, officer vr_�IeftrCm this Cetf=Rtke WN1flK—__ cdlyffie Ake ntty df the kXividuail uka sfgrred ft I
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of cafifc--rna
County ofd, C
On C S_ - 3 o - 4 41 I-) before me, Won Louis Goldstein- Natn Public, personally appeared
who proved to me on the basis of safisfaclory evidence to be the person(s) whose rkwie(s)
Ware subscribed to the within instrument and acla wkKkjed to nm that heishefthey executed
the sam in auftwiizW capaaly0es), arae *at by hm4vNfthew signahxL4s)) an to
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the lam of State of California that the fore -go -Ring
paiagrapb is true and coffecL
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PLACE NOTARY SEAL ABOVE
WITNESS my hand'and qfficial seal.
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Though the intbanation below is not required bylaw, dmay prove vz:'L;ab'1e10 persons relying on the
document and could prevent fraudukut removal and maffachrwnt of On form Io aw0ff docurmnt.
DOCUMENT INFORMATION
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OFFICIAL CALIFORNIA NOTARIAL CERTIFICATE
Jurat
A notary public or oth-er officier cwrpn!P-€4'V this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truftilness,
accuracy, or validity of that document
State of California
Subscribed and sworn to (or affirmed) before me on this R o r� day of mA 20Lct_, by
/'l C' rail
proved to me on the basis of satisfactory evidence to be the
(Seal) r n w{
Myr
DOCUMENT INFORMATION
who appeared before me.
�1i8 Sl NATUREisGoldste n, Notary Public
7%ITIONAL OPTIONAL INFORMATION
DocumentDate .� l.. !s t''p r'�s+fl (•7 S i �� Z c�Q �t' `.S� 0"20
DOWirleritTfile P �S=e �. c► LSc--*- e S 114
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Number of Pages Tl-�v.ppr-A-.h" Aq-y- Atx,vEc-L&'�'-�^'i
[lPlaced urxier Oath (] Placed under Clement Signed before the Notary
TYPE OF IDENTIFICATION
[ UASa tisfactory EvIdegcae — identificaton card
[ ] Two Credible Witnesses acknowledging identity of principal
CITY ❑r CITY HALL
Federal South
■ �, V\Y■ day 33325 8th Avenue Federal Way. WA 980038003
-6325
(253) 835-7000
www crryoffederalway. com
EXHIBIT A
SERVICES
Program Management — Small Wireless Facilities
Item I — Ongoing Small Wireless Program Services
Application Review (as needed)
The review per Checklist for application completeness of civil and electrical plans submitted by
applicants for the purpose of installing small wireless facilities on municipally -controlled infrastructure.
Plan review will ensure compliance with City of Federal Way municipal code, City of Federal Way
construction standards, National Electric Safety Code (NESC) standards, and all other applicable rules
and regulations. This work may include radio frequency (RF) Engineering support. Contractor will check
for completeness within 5 business days of submittal of application. Contractor will utilize current City
of Federal permitting systems and procedures.
Deliverables:
• Application completeness review per Checklist
• Review notes and communication log
• Provide decision recommendation
Field Engineering (as needed)
As part of the ongoing services, Contractor, on behalf of City of Federal Way, will provide field
engineers familiar with City of Federal Way and NESC standards to perform field walk and engineering
services in conjunction with applicants as needed on an hourly basis when requested by City of Federal
Way. Work to be invoiced in the same manner as application reviews.
Deliverables:
• Engineering assessment to applicant and City of Federal Way
Telecommunications Fiber and Conduit Installation Plan Review (as needed)
The review of fiber and conduit installation plans for compliance with all applicable codes and standards
in order to mitigate disruptions and conflicts with preexisting underground and aerial utilities.
Deliverables:
Application completeness review per Checklist
Review notes and communication log
Provide decision recommendation
Item 2 — Site Reservation & Asset Marketing Management
PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017
CITY OF CITY HALL
Fe d e ra I Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www 0yoffederalway com
Using the Contractor's proprietary site reservation platform, SiteSeleX, the Contractor will exclusively
market City of Federal Way's assets and manage the intake, tracking, coordinating of specific site
reservations. The Contractor will work with prospective applicants to responsibly coordinate future
deployment plans in accordance with City of Federal Way future plans and standards, while allowing the
City and Contractor to accurately forecast anticipated application numbers.
Deliverables:
• Weekly reservation reports
• Monthly marketing status reports
Item 3 - Wireless Carrier Representation & Coordination (as requested)
As the consultant for City of Federal Way, the Contractor will act as a consultant to the City when
requested given the Contractor's wireless industry expertise. Representation will be assessed on an
hourly basis in accordance with the fee schedule attached.
Deliverables:
• Represent City of Federal Way in meetings as requested
• Issue press releases in conjunction with City regarding the innovations of City of Federal Way
regarding small wireless facilities as requested
PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 3/2017
CITY OF CITY HALL
�� •��Federal
33325 8th Avenue South
1� Federal Way. WA 98003-6325
(253) 835-7000
www atyoffederalway com
EXHIBIT B
COMPENSATION
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed Twenty Thousand and 00/100 Dollars ($20,000.00).
2. Method of Compensation:
Hourly rate
In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount
calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below:
FEE SCHEDULE
Tasks
Item 1: Application and Plan Review Services
Item 2.1: Site Marketing & Reservation Management
Reservation fee paid directly to Contractor.
Item 2.2: SiteSeleX License
Item 3: Wireless Carrier Representation & Coordination
Item 3.1: Wireless Industry and Deployment Consultation
GIS Data Optimization Fee (asset surveys if needed)
Rcirnl')ursatile Ext -)ens
Unit Cost
$195 per hour and/or sub -
consultant fees for RF
Engineering plus 10%
$500 reservation fee/per site
Annual fee waived
$195 hour + City preapproved
travel expenses
$195 per hour. If requested,
legal review rate of $325
TBD
(City Preapprova/ Required)
The actual customary and incidental expenses incurred by Contractor in performing the Services including travel
and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole
discretion and shall not exceed Three Thousand and 00/100 Dollars ($3,000.00). All reimbursable expenses shall
be preapproved by the City before such costs are incurred by the Contractor in order to receive reimbursement by
the City.
PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 3/2017
EXHIBIT C XGCOM-1
rRaloomr i
AC4RU"
CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDD1YYYY)
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
0513012019
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 pollcy(les) 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 949-492-7331 ncioAUTEAcT Jeannine Cetta
GREG LERUM INS AGENCY, INC PHONE949492-7331 FAX 949-498-1016
(AIC, No. Ext): (A1C. No):
302 N. EL CAMINO REAL #118
SAN CLEMENTE, CA 92672 Ap R;_Ss:leannine@gregleruminsurance.com
Greg Lerum
INSURERS AFFORDING COVERAGE NAIC R
INSURERA:CNA Insurance Company
INSURED
INsuRFR9:Farmers insurance Exchange 21652
XG Communities LLC
2010 Spectrum Center Drive
INSURERC, Mid -Century Insurance Company 21687
INSURER D
Irvine TGA 9261g15i30
INSURER E :
G7N I- .AGGR-GATt- LIMIT APPLIES PER:
POLICY jp&- F-� LOC
INSURER F :
rnVFRAnPR CERTIFICATE NLIMBER- 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. NOTW rrH STAN DING 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 MAYHAVE BEEN REDUCED BY PAID CLAIMS.
IuCY-EXy i' '
INSR TYPE OF INSURANCE �G� !sue POLICY NUMBER POLICY EFF _MP LIMITS
A
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE � OCCUR
66021561464
06/16/2018
06/16/2018
EACH OCCURRENCE $ 2,000,000
oRFAcero RENTED Is 300,000
MED ExP IAn one arson T 10,000
PERSONAL& ADV INJURY $ 2,000'000
G7N I- .AGGR-GATt- LIMIT APPLIES PER:
POLICY jp&- F-� LOC
GENERAL AGGREGATE $ 4,000,000
PRODUCT - C MPIOP ACG 4,000,000
OTHER.$
8 AUTOMOBILE LIABILITY
1�
l aM6ltidennt LNGLE LIMIT $ 1,000,000
BQDILY INJURY (Peroerson S
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY X AUTOS
605466669/86021561464
06/12/2018
06/1212019
INJURY Per accident)
�B�.,�ODILY
PerOas T1yw AGE Is
A
X. �TOaWII p
AUTOS ONLY X
HNOA Is 2,000,000
-
I
A
X
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE Is 5,000,000
EXCESS LIAB
CLAIMS -MADE
66021562260 06/16/2018
06/1612019
AGGREGATE i $ 5,000,000
DED RETENTION $
C
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETORAPARTNER/EXECUTIVE YIN
q.FICERIMEMgER EXCLUDED?
{Mtandat. ry In NH)
N I A
A09491178
0710112018
07/01/2019
X PER STATUTEOR H-
1,000,0001
E L EACH ACCIDENT
I E L DISEASE - EA EMPLOYEE $ 1,000,000
1,000 000
E L DISEASE - POLICY LIMIT $ e
If yyes, describe under
OF.SCRIPTION OF OPERATIONS below
A
Valuable Papers
,66021561464
0611612018
06116/2019 1000 Ded 23,000
A
Professional Llab
596801199
06/1612018
06116/2019 3,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)
City of Federal Way is named additional insured per CG20110413 endorsement.
Primary & Non Contributory endorsement CG20010413 Included, Waivers of
subrogation included. 30 da notice of cancellation except 10
days for non payment included.
CITY032
City of Federal Way
City Hall
33325 8th Avenue South
Federal Way, WA 98003-6325
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016103) O 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
SB146932F
(Ed. 6-16)
BLANKET ADDITIONAL INSURED
AND
LIABILITY EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS LIABILITY COVERAGE FORM
BUSINESSOWNERS COMMON POLICY CONDITIONS
L BLANKET ADDITIONAL INSURED PROVISIONS
A. ADDITIONAL INSURED —BLANKET VENDORS
Who Is An Insured is amended to include as an additional insured any person or organization (referred to below
as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily
injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the
vendor's business, subject to the following additional exclusions:
1. The insurance afforded the vendor does not apply to:
a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the
assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages
that the vendor would have in the absence of the contract or agreement;
b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the product made intentionally by the vendor;
d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the
substitution of parts under instructions from the manufacturer, and then repackaged in the original
container;
SB146932F (6-16)
Page 1 of 7
Copyright, CNA All Rights Reserved
TABLE OF CONTENTS
I. Blanket Additional Insured. Provisions
A. Additional Insured — Blanket Vendors
is. Miscellaneous Additional insureds
C. Additional Provisions Pertinent to Additional Insured Coverage
1. Primary -- Noncontributory provision
2. Definition of "written contract.'.
IL Liability Extension Coverages
A.
B.
Bodily Iniury — Expanded Definition
Broad Knowledge of Occurrence
C.
Estates. Legal Representatives and Sraouses
D.
Legal Liability Damage to Premises
E.
Personai and Advertising injury -- Discrimination or Humiliation
F.
G.
Personal and Advertising Inlury — Broadened Eviction
Waiver of Subrogation - Blanket
L BLANKET ADDITIONAL INSURED PROVISIONS
A. ADDITIONAL INSURED —BLANKET VENDORS
Who Is An Insured is amended to include as an additional insured any person or organization (referred to below
as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily
injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the
vendor's business, subject to the following additional exclusions:
1. The insurance afforded the vendor does not apply to:
a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the
assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages
that the vendor would have in the absence of the contract or agreement;
b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the product made intentionally by the vendor;
d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the
substitution of parts under instructions from the manufacturer, and then repackaged in the original
container;
SB146932F (6-16)
Page 1 of 7
Copyright, CNA All Rights Reserved
SB146932F
CAF, (Ed. 6-16)
e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make
or normally undertakes to make in the usual course of business, in connection with the distribution or sale
of the products;
E Demonstration, installation, servicing or repair operations, except such operations performed at the
vendor's premises in connection with the sale of the product;
g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container,
part or ingredient of any other thing or substance by or for the vendor, or
h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or
omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not
apply to:
(1) The exceptions contained in Subparagraphs d. or f.; or
(2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally
undertakes to make in the usual course of business, in connection with the distribution or sale of the
products.
2. This insurance does not apply to any insured person or organization, from whom you have acquired such
products, or any ingredient, part or container, entering into, accompanying or containing such products.
3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and
made a part of this Policy.
4. This provision 2. does not apply if "bodily injury' or "property damage" included within the "products -
completed operations hazard" is excluded either by the provisions of the Policy or by endorsement.
B. MISCELLANEOUS ADDITIONAL INSUREDS
1. Who Is An Insured is amended to include as an insured any person or organization (called additional
insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional
insured on this policy under a "written contract":
2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will
not provide the additional insured with:
a. A higher limit of insurance than required by such "written contract';
b. Coverage broader than required by such "written contract" and in no event greater than that described by
the applicable paragraph a. through k. below; or
c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations
hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by
paragraph 3.j. below.
Any coverage granted by this endorsement shall apply only to the extent permitted by law.
3. Only the following persons or organizations can qualify as additional insureds under this endorsement:
a. Controlling Interest
Any persons or organizations with a controlling interest in you but only with respect to their liability arising
out of:
(1) such person or organization's financial control of you; or
(2) Premises such person or organization owns, maintains or controls while you lease or occupy these
premises;
provided that the coverage granted to such additional insureds does not apply to structural alterations,
new construction or demolition operations performed by or for such additional insured.
SB146932F (6-16)
Page 2 of 7
Copyright, CNA AI Rights Reserved.
SB146932F
(Ed. 6-16)
b. Co-owner of Insured Premises
A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the
co-owners liability for "bodily injury', "property damage" or "personal and advertising injury" as co-owner
of such Premises.
c. Grantor of Franchise
Any person or organization that has granted a franchise to you, but only with respect to such person or
organization's liability for "bodily injury", "property damage", or "personal and advertising injury" as
grantor of a franchise to you.
d. Lessor of Equipment
Any person or organization from whom you lease equipment, but 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 such equipment, provided that the "occurrence" giving rise to such
"bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury"
takes place prior to the termination of such lease.
e. Lessor of Land
Any person or organization from whom you lease land, but only with respect to liability for "bodily injury",
"property damage" or "personal and advertising Injury" arising out of the ownership, maintenance or use
of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily
injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes
place prior to the termination of such lease. The insurance hereby afforded to the additional insured does
not apply to structural alterations, new construction or demolition operations performed by, on behalf of or
for such additional insured.
f. Lessor of Premises
An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising
out of the ownership, maintenance or use of such part of the premises leased to you, and provided that
the "occurrence" giving rise to such "bodily injury" or "property damage" or the o Tense giving rise to such
"personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby
afforded to the additional insured does not apply to structural alterations, new construction or demolition
operations performed by, on behalf of or for such additional insured.
g. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or
receiver's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of
the ownership, maintenance, or use of a premises by you.
This insurance does not apply to structural alterations, new construction or demolition operations
performed by, on behalf of or for such additional insured.
h. State or Political Subdivisions
A state or government agency or subdivision or political subdivision that has issued a permit or
authorization, but only with respect to such government agency or subdivision or political subdivision's
liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of:
(1) The following hazards 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, hoistaway
openings, sidewalk vaults, street banners, or decorations and similar exposures; or
SB146932F (6-16)
Page 3of7
(b) The construction, erection, or removal of elevators; or
(c) The ownership, maintenance or use of any elevators covered by this insurance; or
Copyright, CNA All Rights Reserved.
SB146932F
CAF (Ed. 6-16)
(2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted
by this paragraph does not apply to:
(a) "Bodily injury', "property damage" or "personal and advertising injury" arising out of operations
performed for the state or government agency or subdivision or political subdivision; or
(b) "Bodily injury" or "property damage" included within the "products -completed operations hazard."
With respect to this provision's requirement that additional insured status must be requested under a
"written contract", we will treat as a 'Written contract" any governmental permit that requires you to
add the governmental entity as an additional insured.
i. Trade Show Event Lessor
With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any
person or organization .whom you are required to include as an additional insured, but only with respect
to such person or organization's liability for "bodily injury", "property damage", or "personal and
advertising injury" cause by:
a. Your acts or omissions; or
b. Acts or omissions of those acting on your behalf;
in the performance of your ongoing operations at the trade show premises during the trade show event.
j. Other Person or Organization
Any person or organization who is not an additional insured under paragraphs a. through i. above. Such
additional insured is an insured solely for "bodily injury", "property damage" or "personal and advertising
injury" for which such additional insured is liable because of your acts or omissions.
The coverage granted by this paragraph does not apply to any person or organization:
(1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering
or failure to render any professional services;
(2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But
this provision (2) does not apply to such "bodily injury" or "property damage" if
(a) It is entirely due to your negligence and specifically results from your work for the additional
insured which is the subject to the "written contract"; and
(b) The "written contract" requires you to make the person or organization an additional insured for
such "bodily injury" or "property damage"; or
(3) Who is afforded additional insured coverage under another endorsement attached to this policy.
C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE
With respect only to additional insured coverage provided under paragraphs A. and B. above:
1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the
Condition entitled Other Insurance:
This insurance is excess of all other insurance available to an additional insured whether primary, excess,
contingent or on any other basis. However, if a'Written contract" requires that this insurance be either primary
or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to
insurance on which the additional insured is a named insured.
2. Under Liability and Medical Expense Definitions, the following definition is added:
"Written contract" means a written contract or agreement that requires you to make a person or organization
an additional insured on this policy, provided the contract or agreement:
a. Is currently in effect or becomes effective during the term of this policy; and
b. Was executed prior to:
SB146932F (6-16)
Page 4of7
Copyright, CNA All Rights Reserved.
SB146932F
(Ed. 6-16)
(1) The "bodily injury" or "property damage"; or
(2) The offense that caused the "personal and advertising injury";
for which the additional insured seeks coverage.
II. LIABILITY EXTENSION COVERAGES
It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any
other endorsement attached to this policy amends any provision also amended by this endorsement, then that other
endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do
not apply.
A. Bodily Injury —Expanded Definition
Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the
following:
"Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation,
shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical
injury, sickness or disease.
B. Broad Knowledge of Occurrence
Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense,
Claim or Suit is amended to add the following:
Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim
or "suit" is known to:
(1) You or any additional insured that is an individual;
(2) Any partner, if you or an additional insured is a partnership;
(3) Any manager, if you or an additional insured is a limited liability company;
(4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation;
(5) Any trustee, if you or an additional insured is a trust; or
(6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity.
This paragraph applies separately to you and any additional insured.
C. Estates Legal Renrosontativos- anri Annn or
The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under
this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only
for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks
damages from marital common property, jointly held property, or property transferred from such natural person
insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal
representative or spouse outside the scope of such person's capacity as such, provided however that the spouse
of a natural person Named Insured and the spouses of members or partners of joint venture or partnership
Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named
Insured's business.
D. Legal Liability — Damage To Premises
1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is
replaced by the following:
k. 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, restoration or maintenance of
SB146932F (6-16)
Page 5 of 7
Copyright, CNA All Rights Reserved.
SB146932F
(Ed. 6-16)
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;
3. Property loaned to you;
4. Personal property in the care, custody or control of the insured;
5. That particular part of any real property on which you or any contractors or subcontractors working
directly or indirectly in 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.
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 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or
explosion) to premises:
(1) rented to you:
(2) temporarily occupied by you with the permission of the owner, or
(3) to the contents of premises rented to you for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D —
Liability and Medical Expenses Limits of Insurance.
Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement.
Paragraph 6 of this exclusion does not apply to "property damage" included in the "products -completed
operations hazard."
2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and
replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and
Advertising injury:
Exclusions c, d, e, If, g, h, i, k, I, m, in, and o, do not apply to damage by fire to premises while rented to you
or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a
period'' of 7 or fewer consecutive clays. A separate limit of insurance applies to this coverage as described in
Section D. Liability And Medical Expenses Limits Of Insurance.
3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability
And Medical Expenses Limits Of Insurance is replaced by the following:
The most we will pay under Business Liability for damages because of "property damage" to any one
r' premises, while rented to you or temporarily occupied by you with the permission of the owner, including
contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to
Premises Rented to You limit shown in the Declaration.
E. Personal and Advertising Injury — Discrimination or Humiliation
1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is
amended to add the following:
h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only
if such discrimination or humiliation is:
(1) Not done intentionally by or at the direction of:
SB146932F (6-16)
Page 6 of 7
(a) The insured; or
Copyright, CNA All Rights Reserved.
SB146932F
(Ed. 6-16)
(b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited
liability company) of the insured; and
(2) Not directly or indirectly related to the employment, prospective employment, past employment or
F F'..., f I........+..F i L... .F
LV Ina ion. o elmploy1 ent of ally person or person uy ally insureu.
2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and
Advertising injury is amended to add the following additional exclusions:
(15)Discrimination Relating to Room, Dwelling or Premises
Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective
sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured.
(16)Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment,
past employment or termination of employment of any person by any insured.
(17)Fines or Penalties
Fines or penalties levied or imposed by a governmental entity because of discrimination.
3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if
Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by
endorsement.
F. Personal and Advertising Injury - Broadened Eviction
Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is
amended to delete Paragraph c. and replace it with the following:
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room
dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord
orlessor.
G. Waiver of Subrogation — Blanket
We waive any right of recovery we may have against:
a. Any person or organization with whom you have a written contract that requires such a waiver.
All other terms and conditions of the Policy remain unchanged.
SB146932F (6-16)
Page 7 of 7
Copyright, CNA All Rights Reserved.
AN
FARM E R9
INSURANCE
WORKERS' COMPENSATION AND EMPLOYERS'
LIABILITY INSURANCE POLICY
Named • XG COMMUNITIES LLC
Insured
19200 VON KARMAN AVE #100
IRVINE CA92612
Effective
Date 07/01/18
WC ss os 19
Agent
97-6132K A0949-11-78 2018
Policy Number Policy
of the Company Year
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- BLANKET
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization for which you perform work under a written contract that
requires you to obtain this agreement from us.
The additional premium for this endorsement shall be a.o %of the Workers'Compensation premium otherwise
duefor thestate(s) listed below on such remuneration, subject toa minimum charge of
All written contracts in the state(s) of.
CA
This endorsement is part of your policy. It supersedes and controls anything to the contrary. It is otherwise
subject to all the terms of the policy.
Countersigned
Authorized RepresentatNe
WC 99 06 198 9-07 Page 1 of 1
n43691 WC990619e J6369121
POLICY NUMBER: 60546-66-69
COMMERCIAL AUTO
CA 20 48 02 99
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
�!t ®_A.a a m �rl� a_a e a ■a$ _ A
DE.,.V��A @ ICD d ,a5S R L"'
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
TRUCKERS COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless
modified by this endorsement.
This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi-
sion of the Coverage Form. This endorsement does not after coverage provided in the Coverage Form.
This endorsement changes the policy effective on the Inception date of the policy unless another date Is Indi-
cated below.
Endorsement Effective:
Countersigned By.
06/12/18
Named Insured:
j XB COMMUNITIES LLC
(Authorized Representative)
SCHEDULE
Name of Person(s) or Organization(s):
CITY OF FRESNO, ITS OFFICERS,
OFFICIALS,EMP, AGTS,YOLUNTEERS
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations
as applicable to the endorsement.)
Each person or organization shown in the Schedule is an "Insured" for Liability Coverage, but only to the extent
that person or organization qualif7es as an "Insured" under the Who Is An Insured Provision contained
in Section 11 of the Coverage Form.
CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1
THE ENDORSEMENT CHANGES THE POLICY. PLEASE READ R CAREFULLY.
FARMERS
INSURANCE
CHANGES IN TRANSFER OF
RIGHTS OF RECOVERY AGAINST OTHERS TO US
(WAIVER OF SUBROGATION)
This endorse2nent modifies insurance provided under the following.
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
TRUCKERS COVERAGE FORM
E3153
1st ElIrm■
With respect to coverage provided by this endors--sneat, the provisions of the Co enige Form apply unless
modified by the rndorsemmt.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated
below.
Enduo;cinent Effective:
06/12/18
Named Insured:
AG COMMUNITIES
LLC
C:oancersigned By:
(Authorized. Represenrative)
« I r
Name Of Person(s) Or Organization(s):
CITY OF FRESNO, ITS OFFICERS
OFFICIALS,EMP, AGTS,VOLUNT�S
Additional Premium 1 $
(If no entry appears above, information required to complete this endorsement will be shown in the Dcffimuons
as applicable to this endorsement)
The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to the person(s) or
organixation(s) shown in the Schedule. We will retain the additional premium shown above, regardless of any
early termination of this endorsement or the policy.
This endorsement is part of your policy. It supersedes and controls anything to the contrary. It is otherwise
subject to all the terms of the policy.
913153 1STE011101 646 E3153101 Pogo I of I
E315M
Gat
COMMUNITIES
June 4h, 2019
Subject: Authorization Letter to Sign Documents on my Behalf
City of Federal Way,
I, 4ohn C1 rev hereby authorize Monnie McGaffigan, President of XG Communities LLC, to sign all the
documents related to the City of Federal Way on my behalf.
Jiny,rey
CEO / Owner
XG COMMUNITIES, LLC 200 SPECTRUM CENTER DRIVE, STE 1500 IRVINE, CA 92618 PHONE 949.514.4617 FAX 949.266.9160
5/22/2019
Services Business Lookup XG COMMUNITIES LLC
License Information:
Entity name:
XG COMMUNITIES LLC
Business name:
XG COMMUNITIES LLC
Entity type:
Limited Liability Company
UBI #:
604-302-489
Business ID:
001
Location ID:
0001
Location:
Active
Location address:
19200 VON KARMAN AVE
STE 100
IRVINE CA 92612-8500 USA
Mailing address:
19200 VON KARMAN AVE
STE 100
IRVINE CA 92612-8500 USA
Excise tax and reseller permit status: Click Here
Secretary of State status:
Click here
eServices
Governing People May include governing people not registered with Secretary of State
Governing people
CLAREY, JOHN Member
New search Back to results
The Business Lookup information is updated nightly. Search date and time: 5/22/2019 9:30:59 AM
Working together to fund Washington's future
hUps://secure.dor.wa.gov/gteunauth/_/#7 1 /1
Secretary of State
- a _ Statement of No Change
*.- (Limited Liability Company)
LLC-12NC
IMPORTANT — Read instructions before completing this form. This form may
be used only if a complete Statement of Information has been filed previously
and there has been no change.
Filing Fee – $20.00
Copy Fee – $1.00;
Certification Fee - $5.00 plus copy fee
19-A95377
FILED
In the office of the Secretary of State
of the State of California
MAR 07, 2019
This Space For Office Use Only
1. Limited Liability Company Name (Enter the exact name of the LLC as it is recorded with the California Secretary of State. Note -
If you registered in California using an alternate name, see instructions.)
XG COMMUNITIES, LLC
2. 12 -Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization (only if formed
outside of California)
201713110103 DELAWARE
4. No Change Statement (Do not alter the No Change Statement. If there has been any change, please complete a Statement of
Information (Form LLC -12).)
There has been no change in any of the information contained in the
previous complete Statement of Information filed with the California
Secretary of State.
5. The information contained herein is true and correct.
03/07/2019
Date
Stephanie Boots EA
Senior Accountant
Type or Print Name of Person Completing the Form Title
Signature
Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the
filed document, enter the name of a person or company and the mailing address. This information will become public when filed.
(SEE INSTRUCTIONS BEFORE COMPLETING.)
Name: r
Company:
Address:
City/State/Zip: L
LLC-12NC (REV 01/2017) 2017 California Secretary of State
www.sos.ca.gov/business/be
6N
2358-1 XG COMMUNITIES LLC
STE 100
19200 VON KARMAN AVE
IRVINE CA 92612-8500
DETACH BEFORE POSTING
srarb
64 fi
m
- 1 USAN E SS i
i JRwy l+
STATE OF
WASHINGTON
Limited Liability Company
XG COMMUNITIES LLC
19200 VON KARMAN AVE STE 100
IRVINE, CA 92612-8500
TAX REGISTRATION #604-302-489 - ACTIVE
ji
!I, This document lists the registrations, endorsements, and licenses authorized for the business
94 named above. By accepting this document, the licensee certifies the information on the application f
was complete, true, and accurate to the best of his or her knowledge, and that business will be
conducted in compliance with all applicable Washington state, county, and city regulations. Director, Departrnent of Revenue
{
Gnt
COMMUNITIES
May 31, 2019
Mercesdes Tenuta RECEIVE®
City of Federal Way
JUN 03 2019
CITY OF FEDERAL WAY
PUBLIC WORKS DEPT .
Dear Mercedes,
Thank you so much for putting together the agreement package for us. Per your direction, I've included
all the necessary documents attached.
Please let me know if you need additional information.
Thank you.
Sincerely,
r
KT Burns
Account Director
XG Communities, LLC
XG COMMUNITIES, LLC 200 SPECTRUM CENTER DRIVE, SUITE 1500 IRVINE, CA 92618 PHONE 949.514.4617 FAX 949.266.9160
Internal & Confidential
�, �'d d:F;',:Cu+ Vfs V�V ;•
May 22, 2019
KT Burns, Account Director
XG Communities, LLC
200 Spectrum Center Drive, Suite 1500
Irvine, CA 92618
Re: Asset Services for Small Wireless
Dear Ms. Burns:
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www. cityoffederalway.. com
Jim Ferrell, Mayor
Enclosed for your review and approval are two (2) original Professional Service Agreements, including exhibits,
for the Asset Services for Small Wireless between the City of Federal Way and XG Communities, LLC.
As you review the contract, please make note of the following items:
• A signature is required on the Professional Services Agreement on page 6 in the presence of a notary
public.
• A Certificate of Insurance is required naming the City of Federal -Way as an additional insured. (Refer to
Pages 3, section 6. INSURANCE for the minimum limits).
• Provide the City with current Proof of Authority allowing the signatory to sign on behalf of XG
Communities, LLC.
• Provide the City with the WA Secretary of State proof of registration,
• Complete the enclosed Outside Contractor Business Registration Application form to obtain a City of
Federal Way Business License.
• Complete the enclosed Vendor Form and attach a copy of the W-9 for XG Communities, LLC, to be added
as a vendor for payment of invoices.
Please note that the City is unable to execute the contract until all items listed above are
completed. Time is of the essence and prompt return of this document will be greatly appreciated. Once the
contract has been fully executed by the City, the City will issue a formal Notice to Proceed. Should you have any
questions or need additional information, please don't hesitate to contact me at (253) 835-2711.
Sincerely,
Desiree Winkler, P.L.
Deputy Public Works Director
DW:mt
End: 2 original agreements
Outside Contractor Business Registration Application
Accounts Payable Vendor/W-9 Form
cc: Project File
Day File
K:\CONTRACT\2019\19-)= XG Communities Signature Letter.doa
XGCnM.1
GT71rillfel
ACORO"
CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDDIYYYY)
0513012019
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 pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and condltlons of the policy, certain pollcles may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder In lieu of such endorsement(sl.
PRODUCER 949-492-7331
GREG LERUM INS AGENCY, INC
302 N. EL CAMINO REAL #118
CLEMENTE, CA 92672
fO J�cT Jeannine Cetta
PHOI+f_E945492--7331 FAX 949.498-1016
(Art;, No, Exti: (A1C, No):
'E-w4l!_
e.comSAN
ADDRESS.l lne gregJ
_..
INSURERIS) AFFORDING COVERAGE
N0.1C R
Greg Lerum
INSURERA:CNA Insurance COn1 an y
INSURED -INSURER B: Farmers Insurance Exchange
xG Communities LLC Mid -Century Insurance Company
ectnlm Center Drive INSURER C: p y
200 Sp -
15th FI orgu�t @ 1500
Irvine, CA 92618 INSURER O • _-_
21652
21687
INSURER E :
.^:+.!_
10,000
INSURER F :
rn%=Ar_cc rCPTIFIr ArP All KAR;:P- RFVIRION NIIMRFR'
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 MAYHAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL-SUOR POLICY NUMBER POILPOLICY ryEXP
,TR g M DY, LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE $ 2,000,000
CLAIMS-MADEoccuR
'B60215614644
06!161201806116/2019
�:.E.'JAr 3f_7l ' RE'1-ED 300,000
):^,:,�L�.,;,,rra,r $
.^:+.!_
10,000
MED EXP (Any one person S
PERSONAL & ADV INJURY $ 2,000,000
GENERAL AGGREGATE $ 4'000'000
C:,Ffv
I AC;Gf=•EGAT-_ LIMIT APPLIES PER'.
PRODUCTS- COMPIOP AGG $ 4'000'000
M
POLIt:i j F—] LOC
$
i.
4DTHEP
=•::r�>ll_c 5:N , L1;rI 1,000,000
AUrOMOBILELIABILITY
ANY AUTO
101466661IB6021511414
0611212018
06/12/2019 Ron. ii.v IN JURY_(p_ rporson) t
OWNED SCHEDULED
AUTOS ONLY X : AUUTOaSy�
BODILY INJURY (Per accident _ $
R p
X AUTOS x AUTOS O Y
F= r r' - ' i'. DAMAGE
ONLY
HNOA Is 2,000,000
A
x ,UMBRELLA LIAB
OCCUR
EACH OCCURRENCE Is 5'000'000
EXCESS LIAB
CLAIMS -MADE
86021562260
06116/2018 0611612019 ArrREr.ATE 5,000'000
c
DED RETENTION $
C WORKERSromp=NSATION
.ANO EMPLOYERS' LIABILITY YIN
107/01/2018
X �HTIITF I F.TH-
1,000,000
ANY PROPRIETORIPARTNERIEXECUTIVE
A09491178 07/0112019
,_.,-_,EACH ,ACClDFNT_ __ $
I)FFI:�ttR1M M6ER EXCLUDED? ❑
{Mandatory In NH)
NIA
EL DISEASE - EA EMPLOYEE $ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below
1,000 0
_ _ DICEAgE _ Pnllry IIMIT S r00
A
Valuable Papers
B6021561464
06116/2018
0611612019
1000 Ded 25,000
A
Professional Llab
596801199
06116/2018
06/16/2019
3,000,000
DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)
City of Federal Way is named additional insured per CG 20110413 endorsement.
Primary & Non Contributory endorsement CG20010413 included, Waivers of
subro ation inCluded. 30 day notice Of cancellation except 10
days for non payment included.
CITY032
City of Federal Way
City Hall
33325 8th Avenue South
Federal Way, WA 98003-6325
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016103) 01988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
SB146932F
(Ed. 6-16)
BLANKET ADDITIONAL INSURED
AND
LIABILITY EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS LIABILITY COVERAGE FORM
BUSINESSOWNERS COMMON POLICY CONDITIONS
I. BLANKET ADDITIONAL INSURED PROVISIONS
A. ADDITIONAL INSURED -BLANKET VENDORS
Who Is An Insured is amended to include as an additional insured any person or organization (referred to below
as vendor) with whom you agreed under a 'Written contract" to provide insurance, but only with respect to "bodily
injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the
vendor's business, subject to the following additional exclusions:
1. The insurance afforded the vendor does not apply to:
a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the
assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages
that the vendor would have in the absence of the contract or agreement;
b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the product made intentionally by the vendor;
d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the
substitution of parts under instructions from the manufacturer, and then repackaged in the original
container;
SB146932F (6-16)
Page 1 of 7
Copyright, CNA All Rights Reserved
TABLE OF CONTENTS
1. Blanket Additional Insured Provisions
A.
Additional Insured - Blanket Vendors
B.
C.
Miscellaneous Additional Insureds
Additional Provisions Pertinent to Additional Insured Coverage
...............
1. Prima - Noncontribu!2rtprovision
2. Definition of "written contract."
II. Liability Extension Coverages
A.
S.
Bodily Iniur - Expanded Definition
Broad Knowledge of Occurrence
C.
D.
Estates, Legal Representatives and „Spouses
Legal Liability - Damage to Premises
E.
Personal and Advertising Injury - Discrimination or Humiliation
F.
G.
Personal and Advertising Injury - Broadened Eviction
Waiver of 5ubr2gation_-_Blanket
I. BLANKET ADDITIONAL INSURED PROVISIONS
A. ADDITIONAL INSURED -BLANKET VENDORS
Who Is An Insured is amended to include as an additional insured any person or organization (referred to below
as vendor) with whom you agreed under a 'Written contract" to provide insurance, but only with respect to "bodily
injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the
vendor's business, subject to the following additional exclusions:
1. The insurance afforded the vendor does not apply to:
a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the
assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages
that the vendor would have in the absence of the contract or agreement;
b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the product made intentionally by the vendor;
d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the
substitution of parts under instructions from the manufacturer, and then repackaged in the original
container;
SB146932F (6-16)
Page 1 of 7
Copyright, CNA All Rights Reserved
SB146932F
CNA (Ed. 6-16)
e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make
or normally undertakes to make in the usual course of business, in connection with the distribution or sale
of the products;
f. Demonstration, installation, servicing or repair operations, except such operations performed at the
vendor's premises in connection with the sale of the product;
g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container,
pant or ingredient of any other thing or substance by or for the vendor; or
h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or
omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not
apply to:
(1) The exceptions contained in Subparagraphs d. or f.; or
(2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally
undertakes to make in the usual course of business, in connection with the distribution or sale of the
products.
2. This insurance does not apply to any insured person or organization, from whom you have acquired such
products, or any ingredient, part or container, entering into, accompanying or containing such products.
3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and
made a part of this Policy.
4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products -
completed operations hazard" is excluded either by the provisions of the Policy or by endorsement.
B. MISCELLANEOUS ADDITIONAL INSUREDS
1. Who Is An Insured is amended to include as an insured any person or organization (called additional
insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional
insured on this policy under a "written contract.":
2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will
not provide the additional insured with:
a. A higher limit of insurance than required by such "written contract";
b. Coverage broader than required by such "written contract" and in no event greater than that described by
the applicable paragraph a. through k. below; or
c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations
hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by
paragraph 3.j. below.
Any coverage granted by this endorsement shall apply only to the extent permitted by law.
3. Only the following persons or organizations can qualify as additional insureds under this endorsement:
a. Controlling Interest
Any persons or organizations with a controlling interest in you but only with respect to their liability arising
out of:
(1) such person or organization's financial control of you; or
(2) Premises such person or organization owns, maintains or controls while you lease or occupy these
premises;
provided that the coverage granted to such additional insureds does not apply to structural alterations,
new construction or demolition operations performed by or for such additional insured.
SB146932F (6-16)
Page 2of7
Copyright, CNA All Rights Reserved.
[_C/A
SB146932F
(Ed. 6-16)
b. Co-owner of Insured Premises
A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the
co-owners liability for "bodily injury", "property damage" or "personal and advertising injury" as co-owner
of such premises.
c. Grantor of Franchise
Any person or organization that has granted a franchise to you, but only with respect to such person or
organization's liability for "bodily injury", "property damage", or "personal and advertising injury" as
grantor of a franchise to you.
d. Lessor of Equipment
Any person or organization from whom you lease equipment, but 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 such equipment, provided that the "occurrence" giving rise to such
"bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury"
takes place prior to the termination of such lease.
e. Lessor of Land
Any person or organization from whom you lease land, but only with respect to liability for "bodily injury',
"property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use
of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily
injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes
place prior to the termination of such lease. The insurance hereby afforded to the additional insured does
not apply to structural alterations, new construction or demolition operations performed by, on behalf of or
for such additional insured.
f. Lessor of Premises
An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising
out of the ownership, maintenance or use of such part of the premises leased to you, and provided that
the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such
"personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby
afforded to the additional insured does not apply to structural alterations, new construction or demolition
operations performed by, on behalf of or for such additional insured.
g. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or
receiver's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of
the ownership, maintenance, or use of a premises by you.
This insurance does not apply to structural alterations, new construction or demolition operations
performed by, on behalf of or for such additional insured.
In. State or Political Subdivisions
A state or government agency or subdivision or political subdivision that has issued a permit or
authorization, but only with respect to such government agency or subdivision or political subdivision's
liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of.
(1) The following hazards 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, hoistaway
openings, sidewalk vaults, street banners, or decorations and similar exposures; or
SB146932F (6-16)
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(b) The construction, erection, or removal of elevators; or
(c) The ownership, maintenance or use of any elevators covered by this insurance; or
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CNA (Ed. 6-16)
(2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted
by this paragraph does not apply to:
(a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations
performed for the state or government agency or subdivision or political subdivision; or
(b) "Bodily injury" or "property damage" included within the "products -completed operations hazard"
With respect to this provision's requirement that additional insured status must be requested under a
'Written contract", we will treat as a "written contract" any governmental permit that requires you to
add the governmental entity as an additional insured.
I. Trade Show Event Lessor
With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any
person or organization .whom you are required to include as an additional insured, but only with respect
to such person or organization's liability for "bodily injury", "property damage", or "personal and
advertising injury" cause by:
a. Your acts or omissions; or
b. Acts or omissions of those acting on your behalf;
in the performance of your ongoing operations at the trade show premises during the trade show event.
j. Other Person or Organization
Any person or organization who is not an additional insured under paragraphs a. through 1. above. Such
additional insured is an insured solely for "bodily injury", "property damage" or "personal and advertising
injury" for which such additional insured is liable because of your acts or omissions.
The coverage granted by this paragraph does not apply to any person or organization:
(1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering
or failure to render any professional services;
(2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But
this provision (2) does not apply to such "bodily injury" or "property damage" if:
(a) It is entirely due to your negligence and specifically results from your work for the additional
insured which is the subject to the "written contract"; and
(b) The "written contract" requires you to make the person or organization an additional insured for
such "bodily injury" or "property damage"; or
(3) Who is afforded additional insured coverage under another endorsement attached to this policy.
C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE
With respect only to additional insured coverage provided under paragraphs A. and B. above:
The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the
Condition entitled Other Insurance:
This insurance is excess of all other insurance available to an additional insured whether primary, excess,
contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary
or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to
insurance on which the additional insured is a named insured.
2. Under Liability and Medical Expense Definitions, the following definition is added:
"Written contract" means a written contract or agreement that requires you to make a person or organization
an additional insured on this policy, provided the contract or agreement:
a. Is currently in effect or becomes effective during the term of this policy; and
b. Was executed prior to:
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SB 146932F
(Ed. 6-16)
(1) The "bodily injury" or "property damage'; or
(2) The offense that caused the "personal and advertising injury";
for which the additional insured seeks coverage.
II. LIABILITY EXTENSION COVERAGES
It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any
other endorsement attached to this policy amends any provision also amended by this endorsement, then that other
endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do
not apply.
A. Bodily Injury — Expanded Definition
Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the
following:
"Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation,
shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical
injury, sickness or disease.
B. Broad Knowledge of Occurrence
Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense,
Claim or Suit is amended to add the following:
Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim
or "suit" is known to:
(1) You or any additional insured that is an individual;
(2) Any partner, if you or an additional insured is a partnership;
(3) Any manager, if you or an additional insured is a limited liability company;
(4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation;
(5) Any trustee, if you or an additional insured is a trust; or
(6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity.
This paragraph applies separately to you and any additional insured.
C. Estates, Legal Representatives and Spouses
The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under
this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only
for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks
damages from marital common property, jointly held property, or property transferred from such natural person
insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal
representative or spouse outside the scope of such person's capacity as such, provided however that the spouse
of a natural person Named Insured and the spouses of members or partners of joint venture or partnership
Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named
Insured's business.
D. Legal Liability — Damage To Premises
1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is
replaced by the following:
k. 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, restoration or maintenance of
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SB146932F
(Ed. 6-16)
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;
3. Property loaned to you;
4. Personal property in the care, custody or control of the insured;
5. That particular part of any real property on which you or any contractors or subcontractors working
directly or indirectly in 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.
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 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or
explosion) to premises:
(1) rented to you:
(2) temporarily occupied by you with the permission of the owner, or
(3) to the contents of premises rented to you for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D —
Liability and Medical Expenses Limits of Insurance.
Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement.
Paragraph 6 of this exclusion does not apply to "property damage" included in the "products -completed
operations hazard."
2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and
replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and
Advertising injury:
Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you
or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a
period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in
Section D. Liability And Medical Expenses Limits Of Insurance.
3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability
And Medical Expenses Limits Of Insurance is replaced by the following:
The most we will pay under Business Liability for damages because of "property damage" to any one
premises, while rented to you or temporarily occupied by you with the permission of the owner, including
contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to
Premises Rented to You limit shown in the Declaration.
E. Personal and Advertising Injury —Discrimination or Humiliation
1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is
amended to add the following:
h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only
if such discrimination or humiliation is:
(1) Not done intentionally by or at the direction of:
(a) The insured; or
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SB146932F
(Ed. 6-16)
(b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited
liability company) of the insured; and
(2) Not directly or indirectly related to the employment, prospective employment, past employment or
termination of employment of any person or person by any insured.
2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and
Advertising injury is amended to add the following additional exclusions:
(15)Discrimination Relating to Room, Dwelling or Premises
Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective
sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured.
(16)Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment,
past employment or termination of employment of any person by any insured.
(17) Fines or Penalties
Fines or penalties levied or imposed by a governmental entity because of discrimination.
3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if
Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by
endorsement.
F. Personal and Advertising Injury - Broadened Eviction
Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is
amended to delete Paragraph c. and replace it with the following:
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room
dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord
or lessor.
G. Waiver of Subrogation — Blanket
We waive any right of recovery we may have against:
a. Any person or organization with whom you have a written contract that requires such a waiver.
All other terms and conditions of the Policy remain unchanged.
SB146932F (6-16)
Page 7 of 7
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.41%
FARMERS
INSURANCE
WORKERS' COMPENSATION AND EMPLOYERS'
LIABILITY INSURANCE POLICY
Named • XGCOMMUNITIES ULC
Insured
19200 VON KARMAN AVE #100
IRVINE CA92612
Effective
Date 07/01/18
LAgent
97-61-32K
WC 99 0619
A0949-11-78 2018
Policy Number Policy
of the Company Year
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- BLANKET
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization for which you perform work under a written contract that
requires you to obtain this agreement from us.
The additional premium for this endorsement shall be 3•a %of the Workers'Compensation premium otherwise
due for the state(s) listed below on such remuneration, subject to a minimum charge of
All written contracts in the state(s) of.
10",
This endorsement is part of your policy. It supersedes and controls anything to the contrary. It is otherwise
subject to all the terms of the policy.
Countersigned
Authorbnd Represwtative
WC 99 06 19B 9-07 Page 1 of 1
93-6369: wCHN 19B 16369121
POLICY NUMBER: 60546-66-69
COMMERCIAL AUTO
CA 20 48 02 99
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED INSURED
This endorsement modifies Insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
TRUCKERS COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless
modified by this endorsement.
This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi-
sion of the Coverage Form. This endorsement does not alter coverage provided In the Coverage Form.
This endorsement changes the policy effective on the Inception date of the policy unless another date Is Indi-
cated below.
Endorsement Effective:
Countersigned By:
06/12/18
Named Insured,
RG COMMUNITIES LLC
(Authorized Representative)
SCHEDULE
Name of Person(s) or Organization(s):
CITY OF FRESNO, ITS OFFICERS,
OFFICIALS,EMP, AGTS,VOLUNTEERS
(If no entry appears above, Information required to complete this endorsement will be shown In the Declarations
as applicable to the endorsement.)
Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent
that person or organization qualifies as an "Insured" under the Who Is An Insured Provision contained
in Section II of the Coverage Form.
CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ R CAREFULLY.
FARMERS
INSURANCE
CHANGES IN TRANSFER OF
RIGHTS OF RECOVERY AGAINST OTHERS TO US
(WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
TRUCKERS COVERAGE FORM
13153
1st WHO
With respect to coverage provided by this endorsement, the provisions of the Covernge Form apply unless
modified by the endorsement
This endorsement changes the policyt T,-ctivc on the inception date of the policy unless another date is indicated
below.
Endorsement Effective:
06/12/18
Named Insured
AG COMMUNITIES LLC
Countersigned By:
(Authorized Representarivc)
Name Of Person(s) Or Orgardzation(s):
CITY OF FRESNO, ITS OFFICERS
OFFICIALS,EMP, AGTS,VOLUNTEE*S
SCHEDULE
Additional Premium J $
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations
as applicable to this endorsement)
The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to the person(s) or
organization(s) shown in the Schedule. We will retain the additional premium shown above, regardless of any
early termination of this endorsement or the policy.
This endorsement is part of your policy. It supersedes and controls anything to the contrary. It is otherwise
subject to ell the terms of the policy.
91-3153 1SiE1 ON 686 13IS3101 Page 1 of I
E3153al