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AG 21-018 - IMS INFRASTRUCTURE MANAGEMENT SERVICESRETURN TO: PW ADMIN EXT: 2700 ID #: 3872 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / Streets 2. ORIGINATING STAFF PLRSON: Jeff Huynh EXT: 2721 3. DATE REQ. Rj,: 2/11 /2021 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ® PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: 2021 MANUAL PAVEMENT DISTRESS RATING SURVEY 5. NAMEOFCONTRAC-FOR: IMS INFRASTRUCTURE MANAGEMENT SERVICES, LLC ADDRESS:1820 W. Drake Drive, Suite 104, Tempe,A_Z 85283 TELEPHONE: 480-839-4347 E-MAIL: itourek(cbimsanalysis.com FAX:480-839-4348 SIGNATURE NAME: Jim Tourek TITLE: Client Services Manage 6. EXHIBITS AND ATTACHMENTS: 91 SCOPE, WORK OR SERVICES ® COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/_ UBI # _, EXP. 7. TERM: COMMENCEMENT DATE: March 1, 2021 COMPLETION DATE: 6/30/2022 8. TOTAL COMPENSATION: $ 49 995.00 (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: n RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED d PURCHASING: PLEASE CHARGE TO: d12521-24100 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED A PROJECT MANAGER JH/2/1/2021 A DIVISION MANAGER SLH 2/2/2021 6 DEPUTY DIRECTOR DSW 2J3Q021 6 DIRECTOR EJW 2/4/2021 ❑ RISK MANAGEMENT (IF APPLICABLE) 11 LAW DEPT ER 2/4/2021 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC• b: ❑ 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 ❑ FINANCE DEPARTMENT 7.LAW DEPT CSSIGNEDAG4 IGNATORY (M. YQ OR DIRECTOR) ITY CLERK AG# ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: EXECUTE- - 'ORIGINALS 1120F*0 [t7Y OF CITY HALL Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cifyoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR 2021 MANUAL PAVEMENT DISTRESS RATING SURVEY This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and IMS Infrastructure Management Services, LLC., an Arizona 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: IMS INFRASTRUCTURE MANAGEMENT SERVICES, LLC.: Derek Turner, CEO 8380 S Kyrene Road, Suite 101 Tempe, AZ 85284 (480) 839-4347 (telephone) (480) 839-4348 (facsimile) .com The Parties agree as follows: CITY OF FEDERAL WAY: Jeff Huynh, Capital Engineer 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 838-2721 (telephone) (253) 835-2709 (facsimile) Jeff.huynh@cityoffederalway.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than June 30, 2022 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cilyoffederalway. com 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 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 PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 3/2017 ` CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederatway com the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, 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 ` CITY OF CITY HALL AwFe �! a ra I Way Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cilyoffederalway com 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL 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. GENERAL PROVISIONS. 13.1 Inte retatian and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017 CITY of CITY HALL 4 33325,.. Fe d e ra [ Way Feder Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 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 Comndiance 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 in this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; 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 ,*SCITY OR ,� Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: tSteph nie Courtney, CM ity Clerk tz- APPROVED AS TO FORM: J. Ryan Call, City Attorney IMS INFRASTRUCTURE �M�ANAEMENT SERVICES, LLC.: By: x� Printed Name: Derek Turner Title: CEO DATE: (1! 1)l o STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA) On this day personally appeared before me Derek Turner, to me known to be the CEO of IMS Infrastructure Management Services, LLC., that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. GIVEN my hand and official seal this l�A-V\ day of ft�Dngym . 20V Notary's signature 5zl-e =PUBLIC L Notary's printed name �,yno►_. �11 G�fOk.! '' Notary Public in and for the State of W s gtai — InErwnIZONACou ssMy commission expiresM 11, 2024 ZJ t� full PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 3/2017 CITY OF Federal Way EXHIBIT A SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffedera/way com 1. The Contractor shall do or provide the following: Task Description Activities Deliverables 1. Project Initiation Conduct kick off meeting confirming scope, Technical memo extent and content of surveys, set milestones and detailing scope of work, deliverables. budget and deliverables. • Confirm key contacts, roles and responsibilities and project documentation. • Identify location of key data elements such as traffic data, GIS, existing roadway inventories, historical data, pavement widths, and pavement management data. • Identify deficient data and the means to obtain it. • Provide data QA plan to City. • Confirm phases of the work and invoicing methodology. 2. Network Referencing & Using the GIS centerline topology and Survey maps and GIS Linkage spreadsheet database provided by the City, inventory for use on the develop a network wide roadway inventory project. suitable for use in the survey. Inventory spreadsheet • The City's existing segmentation will be containing all assigned maintained unless otherwise directed by City GIS ID's and shape staff. files to be delivered. • Include street number and block order in referencing. • Obtain roadway attributes from GIS for functional class, traffic, width, length, pavement type, curb type, etc. If not available, devise plan to obtain them. • Create survey maps for use by the RST and client review. • Create the linkage of all roadway segments and Inventory spreadsheet elements to the existing GIS environment. containing all assigned • Link each segment to its parent GIS section. GIS ID's and shape • Work with City staff to create feature classes for files to be delivered. the personal geodatabase. 3. Mobilization/Calibration • Mobilize surface distress, roughness and rutting Equipment calibration testing equipment to project results. • Demonstrate the equipment to City staff. • Calibrate equipment. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017 Civr of Federal Task Description CITY HALL Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com Activities Deliverables 4. RST Field Data On all arterials and collectors roadways, 2-pass testing on Collection complete 2-pass testing collecting ASTM D6433- arterial and collector 11 distresses and attributes at 100-foot intervals roadways; single pass on a block by block basis. The RST will test on "residential collectors" & approximately 285 miles of roadway. residential. • Collect/confirm attributes such as functional class, and pavement type. Develop exceptions report for lengths that do not match GIS. 5. Data QA/QC, For each data stream (surface distress, roughness, Excel spreadsheet of Processing, Format & GPS), aggregate and process the data at 100-foot the sectional data and Images intervals. index values. • Develop individual index scores for surface Shape files of the distress and roughness as appropriate. condition data at the Develop an overall condition score for each 100 foot and block section. levels. • Process the same data to the block level. Images will be • Shape files of the processed data. delivered on thumb • Complete QA of data. Up to 2% of the data will drives complete with be field verified. IMS will verify the OCI values shape files. and the distresses. • Deliver images at 1-foot intervals. • Develop shape files for all imagery. 6. Pavement Analysis, 0 Following the field surveys and data processing, Draft analysis and Budget Development, & complete the following analysis: report. Up to 5 Report 0 Update the operating parameters of the software. models/ budget The operating parameters can be defined as the analysis options will be decision trees, unit rates, and strategies. completed. • Present status and PCI report in Excel format c/w PCI charts and backlog. Fix all needs analysis and budget. Budget driven analysis ($/year estimate). • Integrate City capital plans and "must do's" ($ to hit set PCI and backlog target). • Finalize draft analysis and budgets. • Final report and make 2-copies of report plus electronic files. • Create shape files of results 7. Project Management a Provide client with periodic e-mail updates and Status reports and reports. invoices • Meetings to be completed on -site and by conference calls. • Complete project administration and invoicing. 8. Return Client Credit 0 IMS discount for sole -sourcing contract from recurring client. PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 3/2017 CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Forty -Nine Thousand Nine Hundred Ninety -Five and No/100 Dollars ($49,995.00). 2. Method of Compensation: 2021 Pavement Management Systems Ratings Task No. Task Activity Quantity Units Unit Rate Total Project Initiation 1 Project Initiation 1 LS $3,000.00 $3,000.00 2 Network Referencing & GIS Linkage 285 T-MI $10.00 $2,850.00 Field Surveys Mobilization/Calibration (2-pass Principle, Minor 3 Arterials and Collectors; 1- ass remaining) 1 LS $3 500.00 $3,500.00 4 RST Field Data Collection 285 T-MI $108.00 $30 780.00 Data Management Data QA/QC, Processing, Format & Images (15' 5 Intervals) 285 T-MI $17.00 $4,845.00 Pavement Analysis, Budget Development & Report a. Excel Spreadsheet, KML, Geodatabase (no software) b. "Live" Spreadsheet Pavement Cost Benefit Analysis c. Log Presence of Sidewalks/curbs & Ramps (Estimates) 6 d. Online "Live" Spreadsheet Training 1 I LS $8,000.00 $8,000.00 7 Project Management 1 LS $2,822.00 $2,822.00 8 Return Client Credit Discount 1 LS -$5,802.00 -$5,802.00 Project Total: $49,995.00 PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 3/2017 72/10/2021 (MWDDNYYY) ACQ12�� CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTA T The Arizona Group RAMNE K stle Hodge SAX 1125 East Southern Avenue Suite 101 A/c No E : 480-892-8755 Alc trio : 480-892-7625 Mesa AZ 85204 ADDRESS: krystle.hodge@arizonagroup.com INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Atlantic Specialty Ins Company 27154 INSURED IMSINFR-01 INSURER B : Infrastructure Management Services LLC 8380 S Kyrene Rd #101 INSURER C Tempe AZ 85284 INSURER D : INSURER E : INSURER F : r(TVFRArFS rFRTIFI[_ATF N1IMRFR- 97nn7nR REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1NSR LTR TYPE OF INSURANCE POLICY NUMBER POLDICDIYYY POLL Y LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 711-01-70-64-0000 3/26/2020 3/26/2021 EACH OCCURRENCE $2,000,000 CLAIMS -MADE FXI OCCUR TO RENTED DAMAGE PREMISES Ea ucrurrenc0 $1,000,000 X MED EXP (Any one person) $ 10,000 Primary X Non -Contributory PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑ jERL('T- LOC PRODUCTS - COMP/OP AGG $2,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y Y 711-01-70-64-0000 3/26/2020 3/26/2021 CEohi8NED51NGLELIMIT a dens $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PRaPERTYDAMAGE Per yccloentl $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY A X UMBRELLALIAB X OCCUR 711-01-70-64-0000 3/26/2020 3/26/2021 EACH OCCURRENCE $4.000,000 AGGREGATE $4,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY VIM ANYPROPRIETOR/PARTNER/EXECUTIVE � OFFICER/MEMBEREXCLUDED? (Mandatory in NH) N/A Y 406-04-67-20-0000 4/19/2020 4/19/2021 X I PER STATUTE ER E. L EACH ACCIDENT $1,000,000 E.L DISEASE -EA EMPLOYE $1,000,000 E.L. DISEASE - POLICY LIMIT $ 1 000.000 If yes, describe under DESCRIPTION OF OPERATIONS below A Errors & Omissions Liability 760-01-07-43-0000 3/25/2020 3/25/2021 Limit Retention $2,000,000 $25, 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional insured and Waiver of Subrogation as per attached: VCG207 0618; VCA201 0618; WC000313 0484; WC420304B 06/14 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way WA 98003 4 ,r © 1933-2015 ACORD CORPORA I IUN. All rlgnts reservea. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. 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 named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. () Specific Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. ALL PERSONS OR ORGANIZATIONS ON FILE WITH THE INSURED 2. Operations: 3. Premium The premium charge for this endorsement shall be 2.0 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/05/2020 Policy No. 406-04-67-20-0000 Endorsement No. 3 Insured INFRASTRUCTURE MANAGEMENT SERVICES, LLC Premium $ Insurance Company Atlantic Specialty Insurance Company Countersigned By WC 42 03 04B 06 14 E-INSURED Page 1 of 1 Policy Number: 711-01-70-64-0000 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM GENERAL LIABILITY ENDORSEMENT - TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Section I — Coverages 1. Expected or Intended Injury (Property Damage) 2. Non -Owned Aircraft and Watercraft Under 55 Feet 3. Broadened Property Damage — Rented Premises, Borrowed Equipment and Use of Elevators 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses b. Electronic Chatrooms or Bulletin Boards 5. Medical Payments — Increased Limits and Time Period 6. Product Recall Expense Coverage 7. Supplementary Payments — Cost of Bail Bonds and Loss of Earnings B. Section 11— Who is an Insured 1. Broadened Named Insured 2. Additional Insured — Broad Form Vendor 3. Additional Insured —Written Contract, Agreement, Permit or Authorization A. Section I — Coverages 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics 5. User of Covered Watercraft 6. Newly Acquired or Formed Organizations C. Section III — Limits of Insurance — Aggregate Limit Per Location D. Section IV — Commercial General Liability Conditions 1. Duties in Event of Occurrence, Offense, Claim or Suit 2. Waiver of Subrogation When Required by Written Contract or Agreement E. Section V — Definitions 1. Expected or Intended Injury (Property Damage) 1. Bodily Injury — Includes Mental Anguish 2. Coverage Territory — Worldwide 3. Mobile Equipment — Self -Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I — Coverages — Coverage A — Bodily Injury and Property Damage Liability: This exclusion does not apply to "property damage" resulting from the use of reasonable force to protect persons or property. 2. Non -Owned Aircraft and Watercraft Under 55 Feet a. The following is added to Exclusion 2.g. Aircraft, Auto or Watercraft of Section I —Coverages — Coverage A — Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a) Hired, chartered or loaned with a paid crew; and (b) Not owned by any insured. b. The following replaces Exclusion 2.9.(2)(a) of Section I — Coverages — Coverage A — Bodily Injury and Property Damage Liability: (a) Less than 55 feet long; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 9 Copyright 2017, OneBeacon Insurance Group LLC &INSURED c. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured, whether such insurance is primary, excess, contingent or on any other basis. 3. Broadened Property Damage — Rented Premises, Borrowed Equipment and Use of Elevators a. The following is added to Exclusion 2.j. Damage To Property of Section I — Coverages — Coverage A — Bodily Injury and Property Damage Liability: Paragraph (1) of this exclusion does not apply to "property damage" to real property you rent or temporarily occupy with permission of the owner. Paragraph (4) of this exclusion does not apply to "property damage" to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage" arising out of the use of elevators at premises you own, rent, lease or occupy. b. The following replaces Paragraph 6. of Section III — Limits Of Insurance: 6. Subject to Paragraph 5. above, the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations, that Limit will be $500,000. c. The following is added to Paragraph b.(1) of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators, whether such insurance is primary, excess, contingent or on any other basis. 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I — Coverages — Coverage B — Personal and Advertising Injury Liability: "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or determining content of web sites for others. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising for you, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2.k. Electronic Chatrooms Or Bulletin Boards of Section I — Coverages — Coverage B — Personal and Advertising Injury Liability: "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others. 5. Medical Payments — Increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a. The following replaces Paragraph a.(3)(b) in Paragraph 1. Insuring Agreement of Section I — Coverage C — Medical Payments: (b) The expenses are incurred and reported to us within three years of the date of the accident; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 9 Copyright 2017, OneBeacon Insurance Group LLC b. The following is added to Paragraph 7. of Section III — Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of $15,000 per person or the amount shown in the Declarations. 6. Product Recall Expense Coverage a. The following is added to Section I — Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $ 50,000 Each Product Recall Limit $ 25,000 Each Product Recall Deductible $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay "product recall expense" incurred by you or on your behalf for a "covered recall" to which this insurance applies. This insurance applies to "product recall expense" for a "covered recall" that takes place in the "coverage territory" and during the policy period. The amount we will pay for "product recall expense" is limited as described in Section III — Limits Of Insurance. We will only pay the amount of "product recall expense" in excess of the Each Product Recall Deductible shown in the Schedule above. You must pay the Each Product Recall Deductible for each "covered recall" that is initiated. b. The following is added to Section III — Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all "product recall expense" incurred for all "covered recalls" initiated during the policy period. Subject to the Product Recall Aggregate Limit, the Each Product Recall Limit shown in the Schedule above is the most we will pay for all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. c. The following is added Section IV — Commercial General Liability Conditions: Duties In The Event Of "Covered Recall' 1. You must report a "covered recall" to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. You must see to it that the following are done as soon as practicable after an actual or anticipated "covered recall" that may result in "product recall expense": (a) Give us notice of any discovery or notification that "your product" must be withdrawn or recalled, including a description of "your product" and the reason for the withdrawal or recall; (b) Cease any further release, shipment, consignment or any other method of distribution of such product, as well as any similar products, until it has been determined that all such products are free from defects that could result in "product recall expense"; (c) As often as may be reasonably required, permit us to: (1) Inspect "your product" and take damaged and undamaged samples of "your products" for inspection, testing and analysis; and (2) Examine and make copies from your books and records; (d) Within 60 days of our request and providing you the necessary forms, send us a signed, sworn proof of loss containing the information we request to settle the claim; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 9 Copyright 2017, OneBeacon Insurance Group LLC (e) Permit us to examine any insured under oath, while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. An insured's answers to the examination must be signed. d. The following are added to Section V — Definitions: "Covered recall" means a recall of "your product" made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in, or will result in, "bodily injury" or "property damage". "Product recall expense": a. Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling "your product": (1) Expenses for communications, including broadcast announcements or printed "advertisements" and associated stationery, envelopes and postage; (2) Expenses for shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Expenses for overtime paid to your regular non -salaried "employees"; (4) Expenses for hiring "temporary workers"; (5) Expenses incurred by "employees", including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; or (7) Expenses for proper disposal of "your product" if the disposal is necessary to avoid "bodily injury" or "property damage" and is other than regularly used to discard, trash or dispose of "your product". b. Does not include the following: (1) Damages, fines or penalties; (2) Defense expenses; (3) The cost of regaining your market share, goodwill, revenue or profit; or (4) Any expenses resulting from: (a) Failure of any product to accomplish its intended purpose; (b) Breach of warranties of fitness, quality, durability or performance; (c) Loss of customer approval, or any cost incurred to regain customer approval; (d) Redistribution or replacement of "your product" that was recalled with like products or substitutes; (e) The insured's caprice or whim; (f) A condition any insured knew, or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. 7. Supplementary Payments — Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d. of Supplementary Payments — Coverages A and B in Section I — Coverages: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 9 Copyright 2017, OneBeacon Insurance Group LLC B. Section II — Who is an Insured 1. Broadened Named Insured Section II —Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 2. Additional Insured — Broad Form Vendor a. Section II —Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as "vendor") with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" that are distributed or sold in the regular course of the vendor's business. But none of these vendors are an additional insured: (1) If the "products -completed operations hazard" is excluded under the Coverage Part or by endorsement; (2) If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3) For "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 unless that the vendor would have otherwise been liable for such "bodily injury" or "property damage" in the absence of that contract or agreement; or (4) For "bodily injury" or "property damage" caused by or arising out of: (a) Any express warranty not authorized by you; (b) Any physical or chemical change in the product made intentionally by the vendor; (c) 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; (d) 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) Operations to demonstrate, install, service or repair, except those operations performed at the vendor's premises in connection with the sale of the product; (f) 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 (g) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (i) In the course of repackaging "your products" in the original container after unpacking solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer; (ii) A demonstration, installation, servicing or repair operation of "your products" performed at the vendor's premises in connection with the sale of the product; or (iii) An inspection, adjustment, test or servicing of "your products" 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. b. The insurance afforded to such vendor under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide to such vendor. VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 9 Copyright 2017, OneBeacon Insurance Group LLC c. The following is added to Section III — Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 3. Additional Insured — Written Contract, Agreement, Permit or Authorization a. Section II — Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1) "Bodily injury", "property damage" or "personal and advertising injury" in the performance of your ongoing operations, and only until your operations are completed, for such person or organization at the location designated in the contract, agreement, permit or authorization; (2) "Bodily injury", "property damage" or "personal and advertising injury" in the maintenance, operation or use of equipment leased to you by such person or organization; or (3) "Bodily injury", "property damage" or "personal and advertising injury" in connection with premises you own, rent, lease or occupy. b. The insurance afforded to an additional insured under Paragraph a. above does not apply: (1) Unless: (a) The contract or agreement is executed, or the permit or authorization is issued, before the "bodily injury", "property damage" or "personal and advertising injury" occurs; and (b) The contract, agreement, permit or authorization is in effect or becomes effective during the policy period. (2) To any: (a) Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b) Lessor of equipment after the equipment lease terminates or expires; (c) Owner or other interests from whom land has been leased; (d) Manager or lessor of premises if: (i) The "occurrence" takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage" or "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (e) Person or organization if the "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (ii) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services; or VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 6 of 9 Copyright 2017, OneBeacon Insurance Group LLC (f) "Bodily injury" or "property damage" occurring after: (i) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (ii) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c. The insurance afforded to an additional insured under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured. d. With respect to the insurance afforded to an additional insured under Paragraph a. above: (1) The following is added to Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a. and b. above, this insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured if: (1) Such additional insured is a Named Insured under that other insurance; and (2) You have agreed in the contract, agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2) The following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract, agreement, permit or authorization; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a. The following is added to Paragraph 2.a.(1)(d) of Section II — Who Is An Insured: But an "employee" or "volunteer worker" employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured "employee" or volunteer worker who is a physician, dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary, excess, contingent or on any other basis. 5. User of Covered Watercraft a. Section II —Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a. "Bodily injury" to that person's or organization's "employee"; or b. "Property damage" to property: (1) Owned, occupied or used by; or (2) In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 9 Copyright 2017, OneBeacon Insurance Group LLC b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for use of, or responsibility for use of, a watercraft covered by this policy, whether such insurance is primary, excess, contingent or on any other basis. 6. Newly Acquired or Formed Organizations The following replaces Paragraph 3.a. of Section II — Who Is An Insured: a. Coverage under this provision is afforded only until the end of the policy period; C. Section III — Limits of Insurance — Aggregate Limit Per Location The following is added to Paragraph 2. of Section III — Limits Of Insurance: The General Aggregate Limit applies separately to each "location" of yours. As used in this provision, "location" means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. D. Section IV — Commercial General Liability Conditions 1. Duties in the Event of Occurrence, Offense, Claim or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The requirements that you must notify us of an "occurrence", offense, claim or "suit", or send us documents concerning a claim or "suit", apply only if the "occurrence", offense, claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer" or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report the "occurrence" or offense to your workers' compensation insurer and that "occurrence" or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "occurrence" or offense is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of Section IV — Commercial General Liability Conditions: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" included within the "products -completed operations hazard" if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the "bodily injury" or "property damage" occurs and requires you to waive your rights of recovery. E. Section V — Definitions 1. Bodily Injury — Includes Mental Anguish The following is added to Paragraph 3. of Section V — Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Coverage Territory — Worldwide The following replaces Paragraph 4. of Section V — Definitions: 4. "Coverage territory" means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But the insured's VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 9 Copyright 2017, OneBeacon Insurance Group LLC responsibility to pay damages must be determined in a settlement we agree to or in a "suit' on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 3. Mobile Equipment — Self -Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 12.f.(1) of Section V — Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance (other than construction or resurfacing) or street cleaning will be considered "mobile equipment' and not an "auto". VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 9 Copyright 2017, OneBeacon Insurance Group LLC Policy Number: 711-01-70-64-0000 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM AUTOMOBILE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Drive Other Car Coverage — Executive Officers 4. Loss of Use Expenses Increased and Certain Individuals 5. Other Coverage Extensions B. Section II — Covered Autos Liability Coverage a. Airbag Discharge b. Auto Theft Reward 1. Additional Insured —Written Contract, c. Loan/Lease Gap Coverage Agreement, Permit or Authorization d. Rental Reimbursement 2. Broadened Named Insured 6. Diminution in Value 3. Employees as Insureds 7. Communications Equipment (Including Employee Hired Autos and 8. Deductible Waived For Glass Repair Fellow Employee Coverage) 4. Newly Acquired or Formed Organizations D. Section IV — Business Auto Conditions 5. Supplementary Payments — 1. Duties in Event of Accident, Claim, Suit or Loss Bail Bonds and Loss of Earnings 2. Waiver of Subrogation When Required by C. Section III — Physical Damage Coverage Written Contract or Agreement 1. Hired Auto Physical Damage Coverage E. Section V — Definitions 2. Towing — Any Covered Autos 1. Bodily Injury — Includes Mental Anguish 3. Transportation Expenses Increased 2. Executive Officer A. Drive Other Car Coverage — Executive Officers and Certain Individuals 1. The following is added to Section I — Covered Autos: Drive Other Car Coverage a. For Covered Autos Liability Coverage and Physical Damage Coverage, "autos" in the care, custody or control of an "insured" described in Paragraph 2. below, which you do not own, hire, lease or borrow, are covered "autos". But this does not include any "auto": (1) Owned by any "insured" described in Paragraph 2. below, or any member of their household, including any "auto" that is owned but not insured; (2) Used by an "insured" described in Paragraph 2. below while working in the business of selling, servicing, repairing or parking autos; or (3) Insured or covered under another policy. b. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are provided by this policy, then an "insured" described in Paragraph 2. below, and their family members residing in the same household, are "insureds" while: (1) Occupying as a passenger; or (2) A pedestrian when struck by; any "auto" you do not own, hire, lease or borrow, except an "auto" owned by an "insured" described in Paragraph 2. below or members of their household, or an "auto" insured or covered under any other policy. VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 5 Copyright 2018, OneBeacon Insurance Group LLC &INSURED 2. With respect to Drive Other Car Coverage only, Paragraph A.1. Who is an Insured of Section II — Liability Coverage is amended to include as an "insured" the following: If you are designated in the Declarations as: a. An individual, you and your spouse. b. A partnership, your partners and their spouses. c. An organization other than an individual or a partnership, your "executive officers" and their spouses. 3. Limit of Insurance and Deductible The most we will pay for Drive Other Car Coverage is the single highest Limit of Insurance for the applicable coverage for an "auto" you own. The Deductible for Drive Other Car Coverage is the largest Deductible for the applicable coverage for an "auto" you own. 4. Other Insurance Regardless of the existence of other insurance or Paragraph B.5. Other Insurance of Section IV — Business Auto Conditions, Drive Other Car Coverage is primary. B. Section II — Covered Autos Liability Coverage 1. Additional Insured —Written Contract, Agreement, Permit or Authorization Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an additional "insured" any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance such as is afforded under this Coverage Form but only with respect to liability for "bodily injury" or "property damage" caused in whole or in part by your maintenance, operation or use of a covered "auto". But this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit or authorization has been issued prior to the "accident" that caused the "bodily injury" or "property damage"; b. To any person or organization included as an "insured" under any other provisions of this policy, including this or any other endorsement; c. To the independent acts or omissions of such person or organization; or d. To any lessor of "autos" when their contract or agreement with you for such leased "auto" ends or the lessor or its agent takes possession of the "auto". 2. Broadened Named Insured Paragraph A.I. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on or after the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) a. Paragraph A.I. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an "insured" your "employee" while: (1) Using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. (2) Operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Exclusion B.5. Fellow Employee of Section II — Covered Autos Liability is deleted. c. The following is added to B.5.b of Section IV — Business Auto Conditions: Any covered "auto" hired or rented without a driver by your "employee" under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business is also deemed to be a covered "auto" you own. VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 5 Copyright 2018, OneBeacon Insurance Group LLC 4. Newly Acquired or Formed Organizations Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an "insured" any organization you newly acquire or form, other than a partnership orjoint venture, and over which you maintain ownership or majority interest, if there is no other similar insurance available to that organization. But: (1) Coverage under this provision is afforded only until the end of the policy period; and (2) Coverage does not apply to "bodily injury" or "property damage" caused by an "accident' that occurred before you acquired or formed the organization. 5. Supplementary Payments — Bail Bonds and Loss of Earnings In Paragraph A.2.a. Supplementary Payments of Section II — Covered Autos Liability, the following replaces Paragraphs (2) and (4): (2) Up to $3,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident' we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Section III — Physical Damage Coverage 1. Hired Auto Physical Damage Coverage a. If hired "autos" are covered "autos" under Section II — Covered Autos Liability Coverage and this policy provides Comprehensive, Specified Causes of Loss Coverage or Collison Coverage for any "auto" you own, a hired "auto" will be deemed a covered "auto" for Physical Damage Coverage subject to the provisions in Paragraph b. below. b. For Hired Physical Damage Coverage provided by paragraph a. above: (1) The most we will pay for "loss" to any hired "auto" is the lesser of: (a) $75,000 for "autos" of the private passenger type and $50,000 for all other "autos"; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) The Deductible is the largest Deductible for the applicable coverage for an "auto" you own. (3) This insurance is excess over any other valid and collectible insurance, whether such insurance is primary, excess, contingent or on any other basis. 2. Towing — Any Covered Autos The following replaces Paragraph A.2. Towing of Section III — Physical Damage Coverage: We will pay up to $100 for towing and, if labor is performed at the place of disablement, labor costs incurred each time a covered "auto" is disabled if a premium charge for towing and labor is shown in the Schedule or the Declarations. 3. Transportation Expenses Increased In Paragraph AA.a. Transportation Expenses of Section III — Physical Damage Coverage, the amounts we will pay amounts we will pay for temporary transportation expenses incurred by you because of the total theft of a covered "auto" of the private passenger type are increased to $75 per day, to a maximum of $2,250. 4. Loss of Use Expenses Increased The following replaces the last paragraph in Paragraph A.4.b. Loss Of Use Expenses of Section III — Physical Damage Coverage: However, the most we will pay for any expenses for loss of use is $1,000. 5. Other Coverage Extensions If you have Physical Damage Coverage, the following are added to Paragraph A.4. Coverage Extensions of Section III — Physical Damage Coverage: VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 5 Copyright 2018, OneBeacon Insurance Group LLC a. Airbag Discharge We will pay to reset or replace a covered "auto's" airbag that accidentally discharges without the "auto" being involved in an "accident" if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the discharge. No Deductible applies to this Coverage Extension. b. Auto Theft Reward If you have Comprehensive or Specified Cause of Loss Coverage, we will pay a reward up to $2,000 for information leading to the arrest and conviction of anyone stealing a covered "auto". But we will not pay a reward to you, any family members or "employees" or any public officials while performing their duties. c. Loan/Lease Gap Coverage If a covered "auto" is subject to a long-term loan or lease that requires, in writing, that the lender or lessor be an additional "insured", and you are legally obligated for the remaining balance on the loan or lease, we will pay the difference between the actual cash value of the "auto" at the time of "loss" and the remaining balance on your loan or lease. But we will not pay for: (1) Any amount paid under the policy's Physical Damage Coverage; or (2) Any amounts for abnormal or excess wear and tear, additional or high mileage charges, carry-over balances from previous loans or leases, extended warranties or insurance purchased with the loan or lease, lease termination fees, taxes, overdue payments, unreturned security deposits or any penalties, interest or charges resulting from overdue payments. d. Rental Reimbursement We will pay for expenses to rent an "auto" of the private passenger type because of "loss" to a covered "auto" of the private passenger type. But: (1) We will only pay expenses incurred during the policy period at the time of the "loss" and ending, regardless of the policy period, six days after the "loss". (2) The most we will pay is the lesser of: (a) Reasonable and necessary expenses actually incurred; or (b) $50 per day. (3) This coverage does not apply if a spare or reserve "auto" is available to you. (4) If "loss" is because of the total theft of a covered "auto", we will pay only those amounts that are not already covered under Transportation Expenses. No Deductible applies to this Coverage Extension. 6. Diminution in Value The following is added to Exclusion 13.6. of Section III — Physical Damage Coverage: This exclusion does not apply to "diminution in value" of a covered "auto" of the private passenger type used in the conduct of the "insured's" business that is leased, rented, hired or borrowed without a driver for a period of 30 days or less. But the most we will pay for such "diminution in value" is the lesser of: a. 20 percent of the actual cash value of the "auto" as of the time of the "loss"; or b. $7,500. 7. Communications Equipment The following is added to Paragraph B. Exclusions of Section III — Physical Damage Coverage: Exclusions 4.c. and 4.d. do not apply to communications equipment, including its antenna and other accessories, that is permanently installed in, and not removable from, a covered "auto" and designed for use as a: a. Citizen's band radio; b. Two-way mobile radio or telephone; VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 5 Copyright 2018, OneBeacon Insurance Group LLC c. Scanning monitor receiver; or d. GPS navigation system. No Deductible applies to "loss" to such communications equipment. But the most we will pay for all such communications equipment is $5,000 for any one "loss". 8. Deductible Waived For Glass Repair The following is added to Paragraph D. Deductible of Section III — Physical Damage Coverage: No Deductible applies if glass that is damaged is repaired rather than replaced. D. Section IV — Business Auto Conditions 1. Duties in the Event of Accident, Claim, Suit or Loss The following is added to Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions: The requirements that you must notify us of an "accident", claim, "suit" or "loss", or send us documents concerning a claim or "suit", apply only if the "accident", claim, "suit" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer' or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "accident", claim, "suit" or "loss" does not apply if you report the "accident", claim, "suit" or "loss" to your workers' compensation insurer and the "accident", claim, "suit" or "loss" later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "accident", claim, "suit" or "loss" is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph A.5. Transfer of Rights of Recovery Against Others to Us of Section IV — Business Auto Conditions: We will waive any right of recovery against any person or organization because of payments we make for "bodily injury" or "property damage" arising out of the ownership, maintenance or use of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", but only if the "insured contract" is executed before the "accident" or "loss" occurs. E. Section V — Definitions 1. Bodily Injury — Includes Mental Anguish The following is added to Paragraph C. of Section V — Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Executive Officer The following is added to Section V — Definitions: "Executive officer' means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 5 Copyright 2018, OneBeacon Insurance Group LLC WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not en- force our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule AZ ALL PERSONS OR ORGANIZATIONS ON FILE WITH THE INSURED DC ALL PERSONS OR ORGANIZATIONS ON FILE WITH THE INSURED IN ALL PERSONS OR ORGANIZATIONS ON FILE WITH THE INSURED MA ALL PERSONS OR ORGANIZATIONS ON FILE WITH THE INSURED MO ALL PERSONS OR ORGANIZATIONS ON FILE WITH THE INSURED NY ALL PERSONS OR ORGANIZATIONS ON FILE WITH THE INSURED NY ALL PERSONS OR ORGANIZATIONS ON FILE WITH THE INSURED NC ALL PERSONS OR ORGANIZATIONS ON FILE WITH THE INSURED This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12 / 0 7/ 2 0 2 0 Policy No. 4 0 6— 0 4— 6 7— 2 0— 0 0 0 0 Endorsement No. 5 Insured INFRASTRUCTURE MANAGEMENT SERVICES, LLC Premium $ Insurance Company Atlantic Specialty Insurance Company Countersigned By WC 00 03 13 04 84 © 1983 National Council on Compensation Insurance. Page 1 of 1 E-INSURED IMS INFRASTRUCTURE MANAGEMENT SERVICES, L-L.0 5921-1 STE 101 8380 S KYRENE RD TEMPE AZ 85284-2120 a 4 STATE OF WASHINGTON Limited Liability Company DETACH BEFORE FC1STIN BUSINESS LICENSE IMS INFRASTRUCTURE MANAGEMENT SERVICES, L.L.0 IMS INFRASTRUCTURE MANAGEMENT SERVICES 8380 S KYRENE RD SUITE 101 TEMPE, AZ 85284 TAX REGISTRATION - ACTIVE Issue Date: Sep 28, 2020 Unified Business ID #: 602732267 Business ID #: 001 Location: 0002 Expires: Oct 31, 2021 CITY ENDORSEMENTS: BELLINGHAM GENERAL BUSINESS #050031 -ACTIVE BAINBRIDGE ISLAND GENERAL BUSINESS - NON-RESIDENT - ACTIVE ISSAQUAH GENERAL BUSINESS - NON-RESIDENT - ACTIVE MARYSVILLE GENERAL BUSINESS - NON-RESIDENT #4347SVC119 - ACTIVE PORT ORCHARD GENERAL BUSINESS - NON-RESIDENT - ACTIVE SPOKANE VALLEY GENERAL BUSINESS - NON-RESIDENT - ACTIVE SEATAC GENERAL BUSINESS - NON-RESIDENT (EXPIRES 8/31/2021) - ACTIVE FEDERAL WAY GENERAL BUSINESS - NON-RESIDENT #19-101198-00-BL - ACTIVE LYNNWOOD GENERAL BUSINESS - NON-RESIDENT #018771-03-2016 - ACTIVE REGISTERED TRADE NAMES: IMS INFRASTRUCTURE MANAGEMENT SERVICES, LLC Thiv document lists the reK.iltraliuni, rndarsenlen %. and tirrn+es authorized it the 4ucmres named abm%e- Rv accTling Ihit document, the fitrnv r. eertifiet Ihe• inlnrmaluut un lhcAppi&alion wac complete, Ime, 3nd aci;wale to the hnl of his w her ltnuwledgr, and thdI hu%ines• Kill be can dutted in trtmplfance with all applimblr 6vashingtrm+Irtr, cuunls, aril city renulalion,- STATE OF WASHINGTON UBI: 602732267 001 0002 IMS INFRASTRUCTURE TAX REGISTRATION - ACTIVE MANAGEMENT SERVICES, L L C BELLINGHAM GENERAL BUSINESS IMS INFRASTRUCTURE #050031 - ACTIVE MANAGEMENT SERVICES BAINBRIDGE ISLAND GENERAL 8380 S KYRENE RD SUITE 101 BUSINESS - NON-RESIDENT - TEMPE. AZ 85284 ACTIVE ISSAQUAH GENERAL BUSINESS - NON-RESIDENT - ACTIVE MARYSVILLE GENERAL BUSINESS - NON -RESIDENT #4347SVC119 - ACTIVE PORT ORCHARD GENERAL BUSINESS - NON-RESIDENT - ACTIVE SPOKANE VALLEY GENERAL BUSINESS - NON-RESIDENT - ACTIVE gaL0002 DETACH THIS SECTION FOR YOUR'NALLET Director, Department of Revenue Expires: Oct 31, 2021 Director, Department of Revenue 2/2/2021 Corporations and Charities System it ;r ss�l�iro f6snand Charities Filing System BUSINESS INFORMATION IMS INFRASTRUCTURE MANAGEMENT SERVICES, L.L.C. 602 732 267 FOREIGN LIMITED LIABILITY COMPANY ACTIVE 8380 S KYRENE RD STE 101, TEMPE, AZ, 85284-2120; UNITED STATES 8380 S KYRENE RD STE 101, TEMPE, AZ, 85284-2120, UNITED STATES 10/31 /2021 UNITED STATES, ARIZONA 10/11 /2019 PERPETUAL OTHER SERVICES REGISTERED AGENT INFORMATION hftps://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation Business Name: UBI Number: Business Type: Business Status: Principal Office Street Address: Principal Office Mailing Address: Expiration Date: Jurisdiction: Formation/ Registration Date: Period of Duration: Inactive Date: Nature of Business: 1 /2 2/2/2021 Corporations and Charities System INCORP SERVICES, INC. 4505 PACIFIC HWY E STE C-2, FIFE, WA, 98424, UNITED STATES 4505 PACIFIC HWY E STE C-2, FIFE, WA, 98424, UNITED STATES GOVERNORS Title Governors Type Entity Name GOVERNOR INDIVIDUAL Back Filing History Name History Registered Agent Name: Street Address: Mailing Address: First Name Last Name DEREK TURNER Print Return to Business Search https://ccfs.sos.wa.gov/#/BusinessSearchBusinesslnformation 2/2