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AG 21-088 - PIPELINE VIDEO INSPECTION LLC DBA AIMS COMPANIESRETURN TO: PW ADMIN ExT: 2700 ID #: 3903 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATINGDEPT/DIv: PUBLIC WOR_KS1 Capital Projects 2. 3. ORIGINATING STAFF PERSON: Kent Smith EXT: 2753 3. DATE REQ. BY: 04/26/2021 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 o 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 Storm Drain CCTV Inspection and Assessment 5. NAME OF CONTRACTOR: Pipeline Video Inspection LLC dba AIMS Com anies ADDRESS: 6110 NE Croeni Ave Ste 150 Hillsboro OR 97124 E-MAIL: ncurcioa-aimscompanies.com SIGNATURENAME: Nick Curcio FAX: TITLE: Business Development 6. EXHIBITS AND ATTACHMENTS: ❑ 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 # 604040515 , EXP. 7. TERM: COMMENCEMENT DATE: TBD COMPLETION DATE: December 31, 2021 8. TOTAL COMPENSATION: $ 292,178.00 (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: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: 304-3100-289-594-31-110 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED 8 PROJECT MANAGER KS 4/13121 8 DIVISION MANAGER SLH 4/15/2021 8 DEPUTY DIRECTOR DSw 4/20/21 8 DIRECTOR = ❑ RISK MANAGEMENT (IF APPLICABLE) 4 LAW DEPT ER4/21/2021 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: 415/21 SCHEDULED COUNCIL DATE: 4/20/21 11. CONTRACT SIGNATURE ROUTING INITIAL / DATE APPROVED KS 4/13/21 COMMITTEE APPROVAL DATE: 4/5/21 COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: Unknown DATE REC' D: 5/10/21 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT 11 LAW DEPT It SIGNATORY (MAYOR OR DIRECTOR) 0 CITY CLERK ❑ ASSIGNED AG # ❑ SIGNED COPY RETURNED COMMENTS: 1, Q S- S 5 on r1 a er Qom. 112020 E- 1 p`c0.G2. ?jtV r o 4!FCITY OF CITY HALL Fe d e ra I Y Y a Feder Avenue South ederall Way, WA 98003-6325 (253) 835-7000 www_rltyoiladerahva- com GOODS AND SERVICES AGREEMENT FOR 2021 STORM DRAIN CCTV INSPECTION AND ASSESSMENT This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Pipeline Video Inspection, LLC. dba Aims Companies, an Arizona corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: PIPELINE VIDEO INSPECTION, LLC.: DBA AIMS COMPANIES Nick Curcio 6110 NE Croeni Ave, Ste 150 Hillsboro, OR 97124 (503) 747-6410 (telephone) The Parties agree as follows: CITY OF FEDERAL WAY: Kent Smith, P.E. 33325 8th Ave. S. Federal Way, WA 98003-6325 (253) 835-2753 (telephone) Kent. Smith(-,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 Work, but in any event no later than December 31, 2021 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A," attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish GOODS AND SERVICES AGREEMENT - 1. - 9/2017 CITY OF Federal Allay CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 ww .cr[yoffedeaakyny com the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed the maximum amount and according to a rate or method as delineated in Exhibits "A" and `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 Exhibits "A" and `B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct GOODS AND SERVICES AGREEMENT - 2 - 9/2017 CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederoiwny com these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 4.4 Nan -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. GOODS AND SERVICES AGREEMENT - 3 - 9/2017 CITY of CITY HALL Federal Wa Feder 8th Avenue South Federal Way, WA 98003-6325 �.� (253) 835-7000 www atyoffederahvay. com 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain GOODS AND SERVICES AGREEMENT - 4 - 9/2017 4% crry OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253)835-7000 wwwcr[yoffederal"y com such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR 1 EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. GOODS AND SERVICES AGREEMENT - 5 - 9/2017 CITY OF CITY HALL Federal Wa Avenue South J � Federal Way, WA 98003-6325 (253) 835-7000 WWW_C![yoffed6rahvey com 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Inte retation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assiggment -and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compl iance 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 GOODS AND SERVICES AGREEMENT - 6 - 9/2017 CITY OF CITY HALL Fedora 11Na 33325 8th Avenue South J y Federal Way. WA 98003-6325 (253) 835-7000 www.olyoffedernhicy com mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 7 - 9/2017 CITY OF CITY HALL Fe d e ra ! 1J a Feder $th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 vAvw a[yofiederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: J' erre , Mayor DATE: ATTEST: e-- to h e Courtney, C , City Clerk APPROVED AS TO FORM: �u4jj J. Ryan Call, C Attorney PIPELINE VIDEO INSPECTI0114, LLC. DBA AIMS COMPANIES: By: Lw-lr-- Printed Name: Steven Hudson Title: Chief Operating Officer DATE: May 6, 2021 ARIZONA STATE OF W-A&HINGTO ) ss. COUNTY OF Maricopa ) On this day personally appeared before me Aimee E. Ihling , to me known to be the Chief Operating Officer of Pipeline Video Inspection, LLC dba AIMS Companies 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 6th day 01 May , 20 21. ti AIMEE E. IHLlNC3 's signature NOTARY PUBLIC - ARI20 's printed name LtY1 MARICOPA COUNTY COMMISSION # WA257 Notary ublic in and for the Stat f ALasbingt9n. Arizona ' F MY COMMISSION EXPIRES My commission expires May 10, 2023 MAY 10 2023 GOODS AND SERVICES AGREEMENT - 8 - 9/2017 CITY OF CITY HALL 33325 8th Avenue South Federal '� Federal Way, WA 8003-6325 4Pft1*-M— (253) 835-7000 www cityoffederehmy com EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: 7-20.1 Description This work consists of performing CCTV inspections of storm drain assets using CUES GraniteNet software including a provided ESRI ArcGIS map and GraniteNet project file. 7-20.2 Equipment and Personnel Video Inspection Equipment The Contractor shall inspect the storm drain interior walls using a color CCTV camera with a lens capable of panning, tilting and rotating 360 degrees to allow the Contractor to fully inspect pipe walls, joints, and lateral connections. The camera must also include an accurate measure of linear feet of inspection length, beginning once the camera has been inserted into a storm drain asset from the starting structure and ending when the operator ends the inspection either at an impassable obstruction in the pipe or at the next structure along the pipe alignment. The camera must have an internal or externally mounted sonde that broadcasts at a minimum of 16 Hz and 512 Hz frequencies. It is the Contractor's responsibility to choose and provide the correct equipment and software which will produce CCTV inspections and reports that meet the minimum CCTV inspections standards of Section 7-20.3 and are compatible with the City's GraniteNET database. Should any of the CCTV inspection equipment become damaged or degraded during the course of this project, such that it is not capable of producing the minimum standards, it shall be the Contractor's responsibility to repair or replace the affected equipment. No additional work days or payment will be granted for the repair or replacement of damaged or degraded equipment. Personal Certification All CCTV inspections shall be performed by operators currently certified by the National Association of Sewer Service Companies (NASSCO) Pipeline Assessment and Certification Program. The certified operator shall document the date of the inspection, all defects in the pipe as modified by Sections 7-20.3, and all active and inactive connections in accordance with CUES scoring module coding standards. 7-20.3 Video Inspection Requirements 1. Example CCTV Inspection Video and Inspection Report Prior to performing CCTV inspections for this project, the Contractor shall complete an example CCTV inspection within the City's storm system and shall submit the example inspection to the City to ensure it will load correctly into the City's GraniteNet database. This submittal shall include a digital CCTV inspection video and associated inspection report. The CCTV inspection and inspection reports will be reviewed by the Engineer to determine if the quality of the CCTV video image and the content of the inspection report are acceptable and if defects were properly identified and documented on the Inspection Report. The quality of this example video and the -9- Rev. 10/19 4% CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-70GO W w alyoffederahvoy com Inspection Report requirements of Section 7-20.3 will set the minimum standard for which all submitted videos shall comply. 2. CCTV Inspection Video Submittals and Inspection Report Submittals The video file format for all CCTV inspections shall be in a file format compatible with the current version of GraniteNet and shall be capable of importing into the City's GraniteNet database. Each video file shall include continuous footage from only one individual storm drain segment (from structure to structure). Prior to beginning the work, the City shall provide an ESRI ArcGIS map and a GraniteNet database file with a list of the assets identified for inspection to be imported into GraniteNet that the Contractor shall utilize for all inspections. Periodically this map shall be imported into the City's GraniteNet database to check inspection progress. All videos shall be submitted via USB external hard drives or flash drives. No other file format will be accepted unless approved by the Engineer. Multiple video inspections and inspection reports may be submitted on the same portable storage device. Videos and inspection reports shall be submitted once per week for all video inspections performed the prior week. Two portable storage devices shall be provided by the City for the Contractor to download video files, inspection reports, and GraniteNet ArcGIS map. Submitted videos shall be titled similarly as follows: Corresponding Schedule -Asset ID Number - Starting CB ID Number -Ending CB ID Number -Nearest Address 3. CCTV Inspection Video Quality & Content The Contractor shall maintain a clean and clear lens for the entire duration of the CCTV inspection. Should the lens become soiled, fogged, blocked by spider webs, or otherwise impaired to any degree that impedes the ability to clearly see the condition of the pipe, the Contractor shall halt the inspection and clean/clear the lens of any foreign matter impeding the visual inspection. No additional compensation will be made for re -inspections required by the Engineer due to soiled, fogged, blocked by spider webs, or otherwise impaired camera lenses. The Contractor shall maintain sufficient light levels within the storm drain to allow for visual inspection of the pipe walls for a minimum distance of three (3) feet in front of the camera lens for all pipes less than 12" in diameter, and a minimum distance of five (5) feet for all pipes 12" in diameter or larger. Additionally, the Contractor shall make certain that the light levels are not so bright that visual inspection is impaired. In addition to video inspecting the storm drain, the Contractor shall record a brief video inspection of the inside of all Type II Catch Basins and Manholes using pan and tilt capabilities of the camera. The CCTV Video Inspection shall include the following visual information: • Continuous high resolution display with a minimum video resolution of 720x480 • Date of inspection • Main segment number • Upstream and downstream structure numbers • Current distance along the storm drain • Setup (with flow or against flow) Rev. 10/19 CITY of CITY HALL 33325 $th Avenue South Federal Way Federal Way, WA 88003-6325 (253) 835-7000 wwwalyoffedamhvay com • List CUES standard code for all observations, including structural defects, operation and maintenance coding, construction features coding, and miscellaneous coding. • Final length of inspected pipe, which may not be the full asset length of pipes with observations 4. Inspection Report Contents Each individual video inspection shall also include an associated video inspection report for that segment which shall include the following information: • Date of inspection ■ Main segment number • Upstream and downstream structure numbers • Setup (with flow or against flow) • Pipe size and material ■ Location and description of all defects and observations as outlined in Section 7-20 • End of inspection categorization of pipe condition described in Section 7-20.3 5. CUES Code Standard CUES Code Standard as included in the CUES Scoring Module for GraniteNet shall be used to code and score all storm pipes. 6. CUES ESRI Modules CUES ESRI ArcGIS modules are required to load the City's ESRI map into GraniteNet and shall be compatible with the City's version of ESRI ArcGIS 10.6.1. These include the GraniteNet ESRI Interface Module, the GraniteNet ESRI Import Module and GraniteNet ESRI Implementation. 7. CCTV Inspection The CCTV inspection will document the condition of the storm drains and shall include brief 360- degree footage of the interior of the upstream and downstream structures. Each CCTV inspection shall include only one storm drain asset. The Contractor may pass through intermediate structures when feasible, but each storm drain asset shall have separate inspection videos and inspection reports. If impassable obstructions are encountered during the inspection from one end of a pipe, the inspection shall stop, and the contractor shall begin again from the next structure and resume the inspection from the opposite direction if possible. The storm drain pipes to inspect as part of the work are classified by the type of surface roadway into "Local Roadway" and "Collector Roadway" as shown in the provided ArcGIS Map. "Arterial Roadway" storm pipes included in the provided ArcGIS map shall not be inspected unless they are determined to be misrepresented and are located on a local roadway or collector roadway instead. When impassable obstructions are encountered and the obstruction is due to a defect that would require an open cut repair (utility cross bore, broken pipe, buckling, etc.), the Contractor shall pause the inspection and allow the Engineer's representative to locate the damage. The Contractor must also consider weather conditions to obtain the best video image of the storm drain. This may require the Contractor to delay any video work after major rain events until the system can return to lower dry weather flow. Rev. 10/19 4%FCITY ❑F CITY HALL 8th Avenue South Federal Way Federal Way, WA 88003-6325 (253) 835-7000 www_aryorlader AV40y com 7-20.3 Measurement The number of linear feet of storm pipe inspected will be measured using the camera footage reel beginning once the camera is inserted into the storm drain assets at the starting structure and ending when the operator ends the inspection either at an impassable obstruction in the pipe or at the next structure in the system. Where a pipe is obstructed by roots, debris, or other impassable condition, the measured length may differ from the physical length from both the upstream direction to the location of the obstruction and the downstream direction to the location of the obstruction. The measurement for each asset will be made along the pipe alignment and will be made only one time for pipes without an impassable obstruction, and only twice for pipes with an impassable obstruction (once from each direction), regardless of whether the inspection requires more additional passes through the pipe to assess the condition. 7-20.3 Payment Payment will be made in accordance with Exhibit B for each of the following Bid Items that are included in the Proposal: "CCTV Inspection in Local Roadway," per linear foot The unit contract price for "CCTV Inspection in Local Roadway," per linear foot, shall be full pay for all labor, equipment, materials, and traffic control required to inspect the storm drain in accordance with these specifications. "CCTV Inspection in Collector Roadway," per linear foot The unit contract price for "CCTV Inspection in Collector Roadway," per linear foot, shall be full pay for all labor, equipment, materials, and traffic control required to inspect the storm drain in accordance with these specifications. 1-01 General Provisions Incorporated into the Contract Documents by reference are: • Manual on Uniform Traffic Control Devices for Streets and Highways, currently adopted edition, with Washington State modifications, if any • WSDOT Standard Plans • City of Federal Way Public Works Development Standards Contractor shall obtain copies of these publications, at Contractor's own expense. 1-02 BID PROCEDURES AND CONDITIONS 1.02.6 Preparation of Proposal Cumulative Alternates Bidding The Bid Proposal for this Contract requires the Bidder to bid cumulative Alternates as part of the bid. As such the Bidder is required to submit a Base Bid and a bid for each of the Alternate(s). Bid Proposal Bid Proposal includes the following: - Rev. 10/19 CITY OF CITY HALL Federal Way Feder Federal Avenue South FWay, WA 88003-5325 (253) 835-7000 wwwo" federa3lwray com 1. Base Bid The Base Bid shall include all items included in the Bid Proposal for Schedule A. 2. Alternate(s) a. Alternate A 1 Based on Schedule B. The Bid items for Alternate Al are as listed in the Bid Proposal for Schedule B. b. Alternate A2 Based on Schedule C. The Bid items for Alternate A2 are as listed in the Bid Proposal for Schedule C. c. Alternate A3 Based on Schedule D. The Bid items for Alternate A3 are as listed in the Bid Proposal for Schedule D. Bidding Procedures To be considered responsive the Bidder shall submit a price on each and every Bid item included in the Base Bid and all Alternate(s). successful Bidder will be the Bidder submitting the lowest responsible Bid for the highest order Preference that is within the amount of available funds for the project. The following are listed in order from highest to lowest Preference: 1. Preference 1: Lowest total for Base Bid plus Alternate Al plus Alternate A2 plus Alternate A3. 2. Preference 2: Lowest total for Base Bid plus Alternate Al plus Alternate A2. 3. Preference 3: Lowest total for Base Bid plus Alternate Al plus Alternate A3. 4. Preference 4: Lowest total for Base Bid plus Alternate Al. 5. Preference 5: Lowest total for Base Bid plus Alternate A2. 6. Preference 6: Lowest total for Base Bid plus Alternate A3. 7. Preference 7: Lowest total for Base Bid. The Contracting Agency may, at their discretion, award a Contract for the Base Bid, without any additional Alternates, in the event that all Bids exceed the available funds announced. I-07 LEGAL RELATIONS AND RESPONSIBILITIES TO THE PUBLIC 1-07.2 State Taxes Delete this section, including its sub -sections, in its entirety and replace it with the following: Rev. 10/19 CITY OF CITY HALL Fe d e ra l Ida Feder 8th Avenue South Federal Way, WA 98003-8325 (253) 835-7000 www_cltyotladarnlwQv com 1-07.2 State Sales Tax (June 27, 2011 APWA GSP) The Washington State Department of Revenue has issued special rules on the State sales tax. Sections 1-07.2(1) through 1-07.2(3) are meant to clarify those rules. The Contractor should contact the Washington State Department of Revenue for answers to questions in this area. The Contracting Agency will not adjust its payment if the Contractor bases a Bid on a misunderstood tax liability. The Contractor shall include all Contractor -paid taxes in the unit Bid prices or other Contract amounts. In some cases, however, state retail sales tax will not be included. Section 1-07.2(2) describes this exception. The Contracting Agency will pay the retained percentage (or release the Contract Bond if a FHWA-funded Project) only if the Contractor has obtained from the Washington State Department of Revenue a certificate showing that all Contract -related taxes have been paid (RCW 60.28.051). The Contracting Agency may deduct from its payments to the Contractor any amount the Contractor may owe the Washington State Department of Revenue, whether the amount owed relates to this Contract or not. Any amount so deducted will be paid into the proper State fund. 1-07.2(1) State Sales Tax --- Rule_171 WAC 458-20-171, and its related rules, apply to building, repairing, or improving streets, roads, etc., which are owned by a municipal corporation, or political subdivision of the state, or by the United States, and which are used primarily for foot or vehicular traffic. This includes storm or combined sewer systems within and included as a part of the street or road drainage system and power lines when such are part of the roadway lighting system. For work performed in such cases, the Contractor shall include Washington State Retail Sales Taxes in the various unit Bid item prices, or other Contract amounts, including those that the Contractor pays on the purchase of the materials, equipment, or supplies used or consumed in doing the work. 1-07.4 Sanitation Section 1-07.4(2) is supplemented with the following: 1-07.4(21 Health Hazards (May 13, 2020, WSDOT GSP, OPTION 2) COVID-19 Health & Safety Plan (CHSP) The Contractor shall prepare a project specific COVID-19 health and safety plan (CHSP). The CHSP shall be prepared and submitted as a Type 2 working drawing prior to beginning physical Work. The CHSP shall be based on the most current State and Federal requirements. If the State or Federal requirements are revised, the CHSP shall be updated as necessary to conform to the current requirements. The Contractor shall update and resubmit the CHSP as the work progresses and new activities appear on the look ahead schedule required under Section 1-08.3(2)D. If the conditions change on the project, or a particular activity, the Contractor shall update and resubmit the CHSP. Work on any activity shall cease if conditions prevent full compliance with the CHSP. Rev. 10/19 [17Y OF CITY HALL 1 Fe d e ra I 'V�lay Feder l Avenue south 1% Federal Way. WA 98003-6325 (253) 835-7000 wwwc tmffedera lsvoy com The CHSP shall address the health and safety of all people associated with the project including State workers in the field, Contractor personnel, consultants, project staff, subcontractors, suppliers and anyone on the project site, staging areas, or yards. COVID-19 Health and Safety Plan (CHSP) Inspection The Contractor shall grant full and unrestricted access to the Engineer for CHSP Inspections. The Engineer (or designee) will conduct periodic compliance inspections on the project site, staging areas, or yards to verify that any ongoing work activity is following the CHSP plan. If the Engineer becomes aware of a noncompliance incident either through a site inspection or other means, the Contractor will be notified immediately (within 1 hour). The contractor shall immediately remedy the noncompliance incident or suspend all or part of the associated work activity. The Contractor shall satisfy the Engineer that the noncompliance incident has been corrected before the suspension will end. 1-07.9 Wages This Contract is subject to the minimum wage requirements of RCW 39.12 and to RCW 49.28 (as amended or supplemented). On Federal -aid projects, Federal wage laws and rules also apply. The hourly minimum rates for wages and fringe benefits are listed in the Contract Provisions. When Federal wage and fringe benefit rates are listed, the rates match those identified by the U.S. Department of Labor's "Decision Number" shown in the Contract Provisions. The Contractor, any Subcontractor, and all individuals or firms required by RCW 39.12, WAC 296-127, or the Federal Davis -Bacon and Related Acts (DBRA) to pay minimum prevailing wages, shall not pay any worker less than the minimum hourly wage rates and fringe benefits required by RCW 39.12 or the DBRA. Higher wages and benefits may be paid. The Contractor shall ensure that any firm (Supplier, Manufacturer, or Fabricator) that falls under the provisions of RCW 39.12 because of the definition "Contractor" in WAC 296-127-010, complies with all the requirements of RCW 39.12. 1-07.23 Public Convenience and Safely 1-07.23 1 Construction under Traffic Work Zone Clear Zone The Work Zone Clear Zone (WZCZ) applies during working and nonworking hours. The WZCZ applies only to temporary roadside objects introduced by the Contractor's operations and does not apply to preexisting conditions or permanent Work. Those work operations that are actively in progress shall be in accordance with adopted and approved Traffic Control Plans, and other contract requirements. During nonworking hours equipment or materials shall not be within the WZCZ unless they are protected by permanent guardrail or temporary concrete barrier. The use of temporary concrete barrier shall be permitted only if the Engineer approves the installation and location. Rev. 10/19 CITY OF CITY HALL 44�1Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 ow (253) 835-7000 www_cayoflederahmy com During actual hours of work, unless protected as described above, only materials absolutely necessary to construction shall be within the WZCZ and only construction vehicles absolutely necessary to construction shall be allowed within the WZCZ or allowed to stop or park on the shoulder of the roadway. The Contractor's nonessential vehicles and employees private vehicles shall not be permitted to park within the WZCZ at any time unless protected as described above. Deviation from the above requirements shall not occur unless the Contractor has requested the deviation in writing and the Engineer has provided written approval. Minimum WZCZ distances are measured from the edge of traveled way and will be determined as follows: Regulatory Posted Speed Distance From Traveled Way (Feet) 35 mph or less 10 40 mph 15 45 to 50 mph 20 55to60mph 30 60 m h or greater 35 Minimum Work Zone Clear Zone Distance (January 5, 2015 WSDOT GSP, OPTION 5) Section 1-07.23(1) is supplemented with the following: Lane closures are subject to the following restrictions: • Only one lane of traffic (northbound or southbound) may be closed to traffic between the hours of 7:OOAM and 3:30PM. Approval to close both one northbound and one southbound lane at the same time will require prior approval by the Project Engineer. ■ Left turns may be restricted (by the Contractor) within the project limits at the discretion of the Project Engineer. * Closure of one lane at a time may occur between the hours of 7AM to 7PM. Any closures between 7PM to 7AM require prior approval by the City • If a lane closure is required, at least one lane of traffic (alternating directions / flagger controlled) shall be maintained at all times. ■ Unless otherwise approved or shown on plans, the Contractor shall maintain two-way traffic during construction. The Contractor shall maintain continuous two-way traffic along streets throughout the project site. The Contractor shall have the option, with the approval of the Engineer, of momentarily interrupting the continuous two-way traffic to allow one-way traffic. Such Rev. 10/19 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 Www_crPV?ederr�hr,+v com interruptions shall utilize qualified flaggers placed in strategic locations to, insure the public safety and minimize driver confusion. A momentary interruption shall be defined as a period of time not to exceed two (2) minutes. Regardless of the period of time no queue greater than ten (10) cars in length will be allowed. • Working at night (8pm to lam weekdays, 8 pm-9am weekends & holidays) is not mandated by the City. Should the contractor schedule project work during nighttime hours, it shall be the Contractor's responsibility to obtain any required noise variance or exemption for such work. • For approved night work, the Contractor shall, at no additional cost to the City, make all arrangements for operations during hours of darkness. Flagger stations shall be illuminated using a minimum 150-watt floodlight. Lighting used for nighttime work shall, whenever possible, be directed away from or shielded from residences and oncoming traffic. Signs and barricades shall be supplemented by Type C steady burn lights to delineate edge of roadway during the hours of darkness. • The Contractor shall keep all pedestrian routes & access points (including, but not limited to, sidewalks, and crosswalks when located within the project limits) open and clear at all times unless permitted otherwise by the Engineer in an approved traffic control plan. An ADA accessible route must be provided through the project site at all times. ■ Pedestrians must have access to pedestrian push buttons at all times. The Contractor shall provide flaggers, signs, and other traffic control devices. The Contractor shall erect and maintain all construction signs, warning signs, detour signs, and other traffic control devices necessary to warn and protect the public at all times from injury or damage as a result of the Contractor's operations which may occur on highways, roads, streets, sidewalks, or paths. No work shall be done on or adjacent to any traveled way until all necessary signs and traffic control devices are in place. All signs and traffic control devices for the permitted closures shall only be installed during the specified hours. Construction signs, if placed earlier than the specified hours of closure, shall be turned or covered so as not to be visible to motorists • The Contractor shall be responsible for notifying all affected property owners and tenants prior to commencing the barricading of streets, alleys, sidewalks and driveways. Notifications should be at least 48 hours in advance of closures, if possible. Rev. 10/19 CITY OF CITY HALL 4%Fe d e ra 11Nay 8th Avenue South Feder Federal Way, WA 98003-6325 (253) 835-7000 www_cdy0ff0der0hvQy com • The Contractor shall, at all times throughout the project, conduct the work in such a manner as will obstruct and inconvenience vehicular and pedestrian traffic as little as possible. The streets, sidewalks and private driveways shall be kept open by the Contractor except for the brief periods when actual work is being done. The Contractor shall so conduct his operations so as to have under construction no greater length or amount of work than he can prosecute vigorously and he shall not open up sections of the work and leave them in an unfinished condition. ■ Lane closures shall not impact business accesses. All business accesses will remain open during business hours. ■ Lane closures shall not restrict vehicular access for buses through the project site. Bus stops shall remain ADA accessible to pedestrians at all times throughout the project If the Engineer determines the permitted closure hours adversely affect traffic, the Engineer may adjust the hours accordingly. The Engineer will notify the Contractor in writing of any change in the closure hours. Lane closures are not allowed on any of the following: 1. A holiday, 2. A holiday weekend; holidays that occur on Friday, Saturday, Sunday or Monday are considered a holiday weekend. A holiday weekend includes Saturday, Sunday, and the holiday. 3. After 12:00 PM (noon) on the day prior to a holiday or holiday weekend, and 4. Before 7:00 AM on the day after the holiday or holiday weekend. Lane closures are not allowed within the City Center zone from the Friday after Thanksgiving Day ("Black Friday") until the first City recognized business day of the following year without written approval by the Engineer. The boundaries of the City Center zone are identified in the City of Federal Way Comprehensive Plan. In general, it is the area located within the following boundaries: Northern boundary: S 312th Street Southern boundary: S 324th Street Eastern boundary: Interstate 5 Western boundary: 14th Ave S (future extension) / west of 320th Public Library / 1 lth PI S 1-03 PROSECUTION ND PROGRESS Add the following new section: 1-08.0 Preliminary Matters (May 25, 2006 APWA GSP) Rev. 10/19 CITY OF CITY HALL 4%Fedora Way Feder l y, WAAvenuSouth Federal Way, WA 98003-6325 (253) 835-7000 www_criyofleder 1way com 1-08.0(1) Preconstruction Conference (October 10, 2008 APWA GSP) Prior to the Contractor beginning the work, a preconstruction conference will be held between the Contractor, the Engineer, and such other interested parties as may be invited. The purpose of the preconstruction conference will be: 1. To review the initial progress schedule; 2. To establish a working understanding among the various parties associated or affected by the work; 3. To establish and review procedures for progress payment, notifications, approvals, submittals, etc.; 4. To establish normal working hours for the work; 5. To review safety standards and traffic control; and 6. To discuss such other related items as may be pertinent to the work. The Contractor shall prepare and submit at the preconstruction meeting the following: 1. A breakdown of all lump sum items; 2. A preliminary schedule of working drawing submittals; and 3. A list of material sources for approval if applicable. 1-08,0(2) flours of Work (December 8, 2014 APWA GSP) Add the following new section: Except in the case of emergency or unless otherwise approved by the Engineer, the normal working hours for the Contract shall be any consecutive 8-hour period between 7:00 a.m. and 6:00 p.m. Monday through Friday, exclusive of a lunch break. If the Contractor desires different than the normal working hours stated above, the request must be submitted in writing prior to the preconstruction conference, subject to the provisions below. The working hours for the Contract shall be established at or prior to the preconstruction conference. All working hours and days are also subject to local permit and ordinance conditions (such as noise ordinances). If the Contractor wishes to deviate from the established working hours, the Contractor shall submit a written request to the Engineer for consideration. This request shall state what hours are being requested, and why. Requests shall be submitted for review no later than noon two working days prior to the day(s) the Contractor is requesting to change the hours. If the Contracting Agency approves such a deviation, such approval may be subject to certain other conditions, which will be detailed in writing. For example: Rev. 10/19 cIrr of CITY HALL Fe d e ra l Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www_caWffederalway com 1. On non -Federal aid projects, requiring the Contractor to reimburse the Contracting Agency for the costs in excess of straight -time costs for Contracting Agency representatives who worked during such times. (The Engineer may require designated representatives to be present during the work. Representatives who may be deemed necessary by the Engineer include, but are not limited to: survey crews; personnel from the Contracting Agency's material testing lab; inspectors; and other Contracting Agency employees or third -party consultants when, in the opinion of the Engineer, such work necessitates their presence.) 2. Considering the work performed on Saturdays, Sundays, and holidays as working days with regard to the contract time. 3. Considering multiple work shifts as multiple working days with respect to contract time even though the multiple shifts occur in a single 24-hour period. 4. If a 4-10 work schedule is requested and approved the non -working day for the week will be charged as a working day. 5. If Davis Bacon wage rates apply to this Contract, all requirements must be met and recorded properly on certified payroll. (August 14, 2020 CFW GSP) Add the following new section: The Contractor may request extended work hours on days when paving operations are occurring. Work hours may be modified to 7:00 a.m. to 5:30 p.m. on paving days if the Engineer determines that the benefits of extended working hours will minimize the overall impacts to traffic. Extended work hours for paving will require VMS boards to be placed a minimum of 2 business days prior to the paving day. Payment for VMS boards shall be considered incidental to the Contractor's operations, unless there is a specific bid item for VMS boards. 1-10.2 Traffic Control Mann ement 1-10.2(1) General (January 3, 2017 WSDOT GSP, OPTION 1) Section 1-10.2(1) is supplemented with the following: Only training with WSDOT TCS card and WSDOT training curriculum is recognized in the State of Washington. The Traffic Control Supervisor shall be certified by one of the following: The Northwest Laborers -Employers Training Trust 27055 Ohio Ave. Kingston, WA 98346 (360) 297-3035 Evergreen Safety Council 12545 135th Ave. NE Kirkland, WA 98034-8709 1-800-521-0778 Rev. 10/19 CITY OF CITY HALL �A Federal Way 8th Avenue South Federal Way, WA 88003-6325 (253) 835-7000 wwwci" fedamfwF►ycom The American Traffic Safety Services Association 15 Riverside Parkway, Suite 100 Fredericksburg, Virginia 22406-1022 Training Dept. Toll Free (877) 642-4637 Phone: (540) 368-1701 1-10.2(2) Traffic Control Plans (April 12, 2018 CFW GSP) Section 1-10.2(2) is supplemented with the following: The following minimum Traffic Control requirements shall be maintained during the construction of the project: 1. If the Contractor opts to utilize traffic control plans other than those provided in these Contract Documents, the Contractor shall provide traffic control plans to the City of Federal Way for review and approval a minimum of five (5) working days prior to implementation. These plans shall supplement Construction Staging Plans. The plans as provided by the Contractor shall include and not be limited to the following information: • Stop line locations with station and offset to verify safety of intersection turning radius for vehicles. • Minimum lane widths provided for vehicular travel. • Turn pocket length, gap, and tapers in conformance with the City of Federal Way Standard Detail DWG 3-19A. 2. Detours will not be allowed except as noted herein or Section 1-07.23(2) as amended. 3. Temporary paint striping, reflective marking tape, and/or retroreflective tubular markers shall be required for each shift of traffic control. The Contractor shall provide temporary striping, reflective marking tape, and/or reflective tubular markers as required at the direction of the Engineer. 4. The Contractor provided Traffic Control Plans shall lay out traffic control device spacing, tapers, etc., to scale, and shall contain accurate dimensions and legends and shall be signed by the preparer. 1-10.4 Measurement 1-10.4(1) Lump Suns Bid for Project No Unit Items_} (August 2, 2004 WSDOT GSP, OPTION 1) Section 1-10.4(1) is supplemented with the following: The proposal contains the item "Project Temporary Traffic Control", lump sum. The provisions of Section 1-10.4(1) shall apply. Rev. 10/19 CITY OF CITY HALL 33325 8th Avenue Federal Way Federal Way. WA 980038003-6325 (253) 835-7000 wwwcl[yolfadarahWy com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed two hundred ninety-two thousand one hundred and seventy-eight and 00/100 Dollars ($292,178.00) for schedules A, C, and D. A tax ruling has been provided by the Department of Revenue for this project. The entire project is subject to Sales Tax under Rule 171. 2. Method of Compensation: Compensation shall be in accordance with the included bid schedule as filled out by the chosen Contractor. The basis of payment will be the actual quantities of Work performed according to the Contract and as specified for payment. The Contractor shall submit a breakdown of the cost of lump sum bid items at the Preconstruction Conference, to enable the Project Engineer to determine the Work performed on a monthly basis. A breakdown is not required for lump sum items that include a basis for incremental payments as part of the respective Specification. Absent a lump sum breakdown, the Project Engineer will make a determination based on information available. The Project Engineer's determination of the cost of work shall be final. Progress payments for completed work and material on hand will be based upon progress estimates prepared by the Engineer. A progress estimate cutoff date will be established at the preconstruction conference. The initial progress estimate will be made not later than 30 days after the Contractor commences the work, and successive progress estimates will be made every month thereafter until the Completion Date. Progress estimates made during progress of the work are tentative, and made only for the purpose of determining progress payments. The progress estimates are subj ect to change at any time prior to the calculation of the final payment. The value of the progress estimate will be the sum of the following: 1. Unit Price Items in the Bid Form the approximate quantity of acceptable units of work completed multiplied by the unit price. 2. Lump Sum Items in the Bid Form — based on the approved Contractor's lump sum breakdown for that item, or absent such a breakdown, based on the Engineer's determination. 3. Materials on Hand — 100 percent of invoiced cost of material delivered to Job site or other storage area approved by the Engineer. 4. Change Orders — entitlement for approved extra cost or completed extra work as determined by the Engineer. Progress payments will be made in accordance with the progress estimate less: 1. Retainage per Section 1-09.9(1), on non FHWA-funded projects; 2. The amount of progress payments previously made; and Rev. 10/19 CITY of CITY HALL Federal Way 8th Avenue South FFeder Federal Way, WA 98003-6325 (253) 835-7000 www alyolfederahmy com 3. Funds withheld by the Contracting Agency for disbursement in accordance with the Contract Documents. Progress payments for work performed shall not be evidence of acceptable performance or an admission by the Contracting Agency that any work has been satisfactorily completed. l . The quantities for "Flaggers," "CCTV Inspection in Local Roadway," and "CCTV Inspection in Collector Roadway" have been entered into the Proposal only to provide a common proposal for bidders. Actual quantities will be determined in the field as the work progresses, and will be paid at the original bid price, regardless of the final quantity. 2. Payment will be made only for the specific bid items listed in the Bid Schedule. No separate or additional measurement or payment will be made for any and all other work and materials necessary to complete the project. All work and materials not specifically included in the bid items listed in the Bid Schedule shall be considered to be included in the various unit price or lump sum bid prices. Rev. 10/19 4% clfiv of Federal CITY HALL ■ s ■ay Feder l Avenue South VlY■ Federal Way, WA 98003-6325 (253) 836-7000 www dlyotiederal way corn Bid Form NOTE: All entries shall be written in ink or typed. Unit prices for all items, all extensions, and total amount of bid shall be shown. Enter unit prices in numerical figures only, in dollars and cents to two (2) decimal places (including for whole dollar amounts). All figures must be clearly legible. Bids with illegible figures in the unit price column will be regarded as nonresponsive. Where conflict occurs between the unit price and the total amount specified for any item, the unit price shall prevail, and totals shall be corrected to conform thereto. The Bidder shall complete this entire Bid Form or this bid may be considered non -responsive. The City may correct obvious mathematical errors. The City of Federal Way reserves the right to reject any and all bids, waive any informalities or minor irregularities in the bidding, and determine which bid or bidder meets the criteria set forth in the bid documents. SCHEDULE A All unit prices shall include applicable sales tax Item Spec. Bid Item Description Unit Plan Unit Price Amount No. Div. Qt 1 1-04 MOBILIZATION LS 1 $ 3,500.00 $ 3,500.00 2 1-10 PROJECT TEMPORARY TRAFFIC LS 1 $ 13,500.00 $ 13,500.00 CONTROL 3 1-10 FLAGGERS HR 50 $ 76.50 $ 3,825.00 4 7-20 CCTV INSPECTION IN LOCAL LF 95,399 $ .50 $ 47,699.50 ROADWAY 5 7-20 CCTV INSPECTION IN LF 72,431 $ .68 $ 49,253.08 COLLECTOR ROADWAY TOTAL — SCHEDULE A $ 117,777.58 SCHEDULE B All unit prices shall include applicable sales tax Item Spec. Bid Item Description Unit Plan Qty Unit Price Amount No. Div. 1 1-10 PROJECT TEMPORARY TRAFFIC LS 1 $ 13,500.00 $ 13,500.00 CONTROL 2 1-10 FLAGGERS HR 50 $ 76.50 $ 3,825.00 3 7-20 CCTV INSPECTION IN LOCAL LF 116,072 $ .50 $ 58,036.00 ROADWAY 4 7-20 CCTV INSPECTION IN LF 66,035 $ .68 $ 44,903.80 COLLECTOR ROADWAY TOTAL — SCHEDULE B $ 120,264.80 Rev. 10/19 4% CITY OF Federal CITY HALL Way Feder Sth Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wwvo"f aderaAuay com SCHEDULE C All unit prices shall include applicable sales tax Item Spec. Div. Bid Item Description Unit n Plan Unit Price Amount No. 1 1-10 PROJECT TEMPORARY TRAFFIC CONTROL LS 1 $ 13,500.00 $ 13,500.00 2 1-10 FLAGGERS HR 50 $ 76.50 $ 3,825.00 3 7-20 CCTV INSPECTION IN LOCAL LF $ .50 $ 26,411.00 7-20 ROADWAY CCTV INSPECTION IN F62,907 $ 42,776.76 4 LF $ 68 COLLECTOR ROADWAY TOTAL — SCHEDULE C $ 86,512.76 SCHEDULE D All unit prices shall include applicable sales tax Item Spec. Bid Item Description Unit Qtn Unit Price Amount No. ` Div. 1 1-10 PROJECT TEMPORARY TRAFFIC LS 1 $ 13,500.00 $ 13,500.00 CONTROL 2 1-10 FLAGGERS HR 50 $ 76.50 $ 3,825.00 3 7-20 CCTV INSPECTION IN LOCAL LF 65,865 $ •50 $ 47,699.50 ROADWAY 4 7-20 CCTV INSPECTION IN LF ` $ .68 $ 26,574.40 COLLECTOR ROADWAY 139,080 $ 76,831.90 TOTAL — SCHEDULED GOODS AND SERVICES AGREEMENT - 25 - 9/2017 CITY OF Federa I CITY HALL �� Feder $th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 www.crlyoffedemhv y com BID SUMMARY ITEM BID AMOUNT $ 117,777.58 SCHEDULE A SCHEDULE B $ 120,264.80 SCHEDULE C $ 86,512.76 SCHEDULE D $ 76,831.90 TOTAL BID AMOUNT (including Washington State sales tax, all other $ 401,387.04 government taxes, assessments and charges) GOODS AND SERVICES AGREEMENT - 26 - 9/2017 $ DATE (MMIDDIYYYY) aco►,zo CERTIFICATE OF LIABILITY INSURANCE ��- 4/26/2021 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 pokcy(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 CONTACT NAME: Sandy Coons Lovitt & Touche A Marsh and McLennan Agency, LLC PHONE F� 1050 W Washington Street, Suite 233 inn IL 4,C),tL' 602-958-2250 tAfc,Ho}; Tempe AZ 85281 ADDRESs: scoons@lovitt-touche.com INSIIRERISI AFFORDING COVERAGE NAIC # INSURER A: Amensure Mutual Insurance Uom an L33!Jb INSURED PIPEVID-Cl INSURERB: Starr Indemnity & Liability Company 38318 Pipeline Video Inspection, LLC; AIMS Coatings, LLC INSURERC: Gemini Insurance Company10833 American Industrial & Municipal Services, LLC Pipeline Video Inspection, LLC dba AIMS Companies INsuRERo: Indian Harbor Insurance Company 36940 9304 E. Verde Grove View INSURER E: Scottsdale AZ 85255 INSURER F- ! MMD ]Clf-A= kit IAADCD•R17rn7A 22 RFVISInN 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 MAY HAVE BEEN REDUCED BY PAID CLAIMS DL'SU POLICY NUMBER MM/DDfYYYY MWD E%P LIMITS INSR I TYPE OF INSURANCE IN LTR D A X COMMERCIAL GENERAL LIABILITY Y Y GL21136760202 1/1/2021 1/112022 EACH OCCURRENCE $1.000,000 CLAIMS -MADE 1XI OCCUR PAMAGE REMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) S 15,000 X Contractual Liab PERSONAL & ADV INJURY $ 1.000,000 GEN'LA)3UREGATELIMIT APPLIES PER: GENERALAGGREGATE $2.000.000 PRODUCTS-COMP/OP AGG $2.000.000 POLICY . ^ I LOC ,jE� OTHER. A AUTOMOBILELIABILITY Y Y CA21071830402 1/1/2021 1/1 IN/2022 OMBDsING Ea a dunl $1,000,000 BODILY INJURY (Per person) X ANY AUTO $ BODILY INJURY (Per accident) $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ PROPERTY DAMAGE tpela�Iden„� B C X UMBRELLA LIAB EXCESS LIAR X OCCUR CLAIMS -MADE Y Y 1000584621211 CEX0960403401 1/1/2021 1/1 /2021 1/1/2022 1 /1 /2022 EACH OCCURRENCE $5,000,000 AGGREGATE $ 5,000,000 DED X RETENTION $ 2nd Laker Occur/Aggre $ 5,000 000 A 'WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE YIN ` Y WC21071860302 1/1/2021 1/1/2022 I OTH- X I ,TUT, 1 ER. E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 _ OFFICER/MEMBEREXCLUDED? (Mandatoryin NH) N!A E.L. DISEASE -POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below D Pollution Liability (Ded $25,000) Y Prof Liability (Ded $25,000) Y CE0742096201 Y 1/1/2021 1/1/2022 Limit/Agg Limit/Agg $5,000,000 $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The above -indicated Additional Insured and Waiver of Subrogation (WOS) are provided with respects to General Liability, Automobile Liability, Workers' Compensation (WOS only) and Pollution Liability when required in a written and executed contract. Such coverage afforded by these policies for the benefit of the additional insureds) is primary and any other coverage maintained by such additional insured(s) shall be non-contributory when required In a written and executed contract. Professional Liability Retrc Date 11-12-14 $1,000,000 Professional Liability Retro date 2-22-17 $2,000,000 Professional Liability Retro hate 7-12-19 $5,000,000 30 Days Notice of Cancellation applies for material reduction in coverage, non -renewal or cancellation; 10 days notice for non-payment. See Attached... CERTIFICATE HOLDER l YI IN V GLt_fA I tV Pi 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 REP RES ENTAT ME Federal Way WA 98003 V 1WtiS-LU15 AGUKU GUKVUKP1I IUN. AU ngnis reserves. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: PIPEVID-Cl LOC #: AnnITInNA1 RFMA►RKS SCHFnuLF AGENCY Lovitt & Touche A Marsh and McLennan Agency, LLC POLICY NUMBER CARRIER ADDITIONAL REMARKS NAMED INSURED Pipeline Video Inspection, LLC; AIMS Coatings, LLC American Industrial & Municipal Services, LLC Pipeline Video Inspection, LLC dba AIMS Companies 9304 E. Verde Grove View Scottsdale AZ 85255 NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Paqe 1 of 1 Supporting endorsements attached include: Forms: CG7048 10/15, CG7049 04117, CA7115 11/09, CA7165 09/11, WC000313 04/84, KDL051 01/13, IL7066 07/14. The Umbrella/Excess Liability policies 1000584821211 /CEX0960403401 $5,000,000 + $5,000,000 total $10,000,000 sit in excess of the General Liability Auto Liability and Employers Liability. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTOR'S BLANKET ADDITIONAL INSURED ENDORSEMENT - FORM A This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Policy Number Agency Number Policy Effective Date GL21136760202 706004-150 1/1 /2021 Policy Expiration Date Date Account Number 1 /1 /2022 1 /1 /2021 N/A Named Insured Pipeline Video Inspection, LLC; AIMS Agency Issuing Company AIMS coatings, LLC; American Industrial & Municipal Services, LLC Lovitt & Touche A Marsh and McClennan Agency Amerisure Mutual Insurance Company Piceline Video Inspection. LLC dba AIMS Companies 1. a. SECTION II -WHO IS AN INSURED is amended to add as an additional insured any person or organization: (1) Whom you are required to add as an additional insured on this policy under a written contract or written agreement relating to your business; or (2) Who is named as an additional insured under this policy on a certificate of insurance. b. The written contract, written agreement, or certificate of insurance must: (1) Require additional insured status for a time period during the term of this policy; and (2) Be executed prior to the "bodily injury", "property damage", or "personal and advertising injury" leading to a claim under this policy. c. If, however: (1) "Your work" began under a letter of intent or work order; and (2) The letter of intent or work order led to a written contract or written agreement within 30 days of beginning such work; and (3) Your customers customary contracts require persons or organizations to be named as additional insureds; we will provide additional insured status as specified in this endorsement. 2. The insurance provided under this endorsement is limited as follows: a. That person or organization is an additional insured only with respect to liability caused, in whole or in part, by: (1) Premises you: (a) Own; (b) Rent; (c) Lease; or (d) Occupy; (2) Ongoing operations performed by you or on your behalf. Ongoing operations does not apply to "bodily injury" or "property damage" occurring after: Includes copyrighted material of Insurance Services Office, Inc. CG 70 48 10 15 Pages 1 of 4 (a) All work to be performed by you or on your behalf for the additional insured(s) at the site of the covered operations is complete, including related materials, parts or equipment (other than service, maintenance or repairs); or (b) That portion of "your work" out of which the injury or damage arises is put to its intended use by any person or organization other than another contractor working for a principal as a part of the same project. (3) Completed operations coverage, but only if: (a) The written contract, written agreement, or certificate of insurance requires completed operations coverage or "your work" coverage, and (b) This coverage part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard" However, the insurance afforded to such additional insured only applies to the extent permitted by law. b. If the written contract, written agreement, or certificate of insurance: (1) Requires "arising out of language; or (2) Requires you to provide additional insured coverage to that person or organization by the use of either or both of the following: (a) Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 10 01; or (b) Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 10 01; then the phrase "caused, in whole or in part, by" in paragraph 2.a. above is replaced by "arising out of'. c. If the written contract, written agreement, or certificate of insurance requires you to provide additional insured coverage to that person or organization by the use of: (1) Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13; or (2) Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 07 04 or CG 20 37 04 13; or (3) Both those endorsements with either of those edition dates; or (4) Either or both of the following: (a) Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 without an edition date specified; or (b) Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 without an edition date specified; then paragraph 2.a. above applies. d. Premises, as respects paragraph 2.a.(1) above, include common or public areas about such premises if so required in the written contract or written agreement. e. Additional insured status provided under paragraphs 2.a.(1)(b) or 2.a.(1)(c) above does not extend beyond the end of a premises lease or rental agreement. f. The limits of insurance that apply to the additional insured are the least of those specified in the: (1) Written contract; (2) Written agreement; (3) Certificate of insurance; or (4) Declarations of this policy. The limits of insurance are inclusive of and not in addition to the limits of insurance shown in the Declarations. Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 4 CG 70 48 10 15 g. The insurance provided to the additional insured does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of, or failure to render, any professional services, including but not limited to: (1) The preparing, approving, or failing to prepare or approve: (a) Maps; (b) Drawings; (c) Opinions; (d) Reports; (e) Surveys; (f) Change orders; (g) Design specifications; and (2) Supervisory, inspection, or engineering services. h. SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 4. Other Insurance is deleted and replaced with the following: 4. Other Insurance. Coverage provided by this endorsement is excess over any other valid and collectible insurance available to the additional insured whether: a. Primary; b. Excess; c. Contingent; or d. On any other basis; but if the written contract, written agreement, or certificate of insurance requires primary and non- contributory coverage, this insurance will be primary and non-contributory relative to other insurance available to the additional insured which covers that person or organization as a Named Insured, and we will not share with that other insurance i. If the written contract, written agreement, or certificate of insurance as outlined above requires additional insured status by use of CG 20 10 11 85, then the coverage provided under this CG 70 48 endorsement does not apply except for paragraph 2.h. Other Insurance. Additional insured status is limited to that provided by CG 20 10 11 85 shown below and paragraph 2.1h. Other Insurance shown above. NAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: Blanket Where Required by Written Contract, Agreement, or Certificate of Insurance that the terms of CG 20 10 11 85 apply (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section ll) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. CG 20 10 11 85 Copyright, Insurance Services Office, Inc., 1984 Includes copyrighted material of Insurance Services Office, Inc. CG 70 48 10 15 Pages 3 of 4 j. The insurance provided by this endorsement does not apply to any premises or work for which the person or organization is specifically listed as an additional insured on another endorsement attached to this policy. Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 4 CG 70 48 10 15 Policy Number:GL21136760202 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS GENERAL LIABILITY EXTENSION ENDORSEMENT TABLE OF CONTENTS Paae 1. Additional Definitions 2. Aggregate Limits Per Location 9 7 3, Aggregate Limits Per Project 7 4. Blanket Contractual Liability — Railroads 3 5. Broadened Bodily Injury Coverage 11 6. Broadened Knowledge Of Occurrence 8 7. Broadened Legal Liability Coverage For Landlord's Business Personal Property 8 8. Broadened Liability Coverage For Damage To Your Product And Your Work 10 9. Broadened Who Is An Insured 3 10. Co -Employee Bodily Injury Coverage for Managers, Supervisors, Directors or Officers see provision 9, Broadened Who Is An Insured paragraph 2.a. 1 4 11. Contractual Liability — Personal And Advertising Injury 3 12. Damage To Premises Rented To You — Specific Perils and Increased Limit 7 13. Designated Completed Prdects —Amended Limits of Insurance 11 14. Extended Notice Of Cancellation And Nonrenewal 9 15. Incidental Malpractice Liability 7 16. Increased Medical Payments Limit And Reporting Period 7 17. Mobile Equipment Redefined 9 18, Nonowned Watercraft And Nonowned Aircraft Hired, Rented Or Loaned With Paid Crew 3 19. Product Recall Expense 2 20. Property Damage Liability —Alienated Premises 2 21, Property Damage Liability — Elevators And Sidetrack Agreements 2 22. Property Damage Liability— Property Loaned To The Insured Or Personal Property In The Care, Custody And Control Of The Insured 2 23. Reasonable Force— Bodily Injury or Property Damage 10 24. Supplementary Payments 3 25. Transfer Of Rights Blanket Waiver Of Subrogation) 9 26. Unintentional. Failure To Disclose Hazards 8 Includes copyrighted material of Insurance Services Office, Inc. CG 70 49 0417 Page 1 of 11 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Under SECTION I — COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, paragraph 2. EXCLUSIONS, provisions 1. through 6. of this endorsement are excess over any valid and collectible insurance (including any deductible) available to the insured, whether primary, excess or contingent (SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS paragraph 4. Other Insurance is changed accordingly). Provisions 1. through 6. of this endorsement amend the policy as follows: 1. PROPERTY DAMAGE LIABILITY —ALIENATED PREMISES A. Exclusion j. Damage to Property, paragraph (2) is deleted. B. The following paragraph is also deleted from Exclusion j. Damage to Property: 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. 2. PROPERTY DAMAGE LIABILITY— ELEVATORS AND SIDETRACK AGREEMENTS A. Exclusion j. Damage to Property, paragraphs (3), (4), and (6) do not apply to the use of elevators. B. Exclusion k. Damage to Your Product does not apply to: 1. The use of elevators; or 2. Liability assumed under a sidetrack agreement. 3. PROPERTY DAMAGE LIABILITY— PROPERTY LOANED TO THE INSURED OR PERSONAL PROPERTY IN THE CARE, CUSTODY AND CONTROL OF THE INSURED A. Exclusion j. Damage to Property, paragraphs (3) and (4) are deleted. B. Coverage under this provision 3. does not apply to "property damage" that exceeds $25,000 per occurrence or $25,000 annual aggregate. 4. PRODUCT RECALL EXPENSE A. Exclusion n. Recall Of Products, Work Or Impaired Property does not apply to "product recall expenses' that you incur for the "covered recall" of "your product'. This exception to the exclusion does not apply to "product recall expenses" resulting from: 1. Failure of any products to accomplish their intended purpose; 2. Breach of warranties of fitness, quality, durability or performance; 3. Loss of customer approval or any cost incurred to regain customer approval; 4. Redistribution or replacement of "your product", which has been recalled, by like products or substitutes; 5. Caprice or whim of the insured; 6. A condition likely to cause loss, about which any insured knew or had reason to know at the inception of this insurance; 7. Asbestos, including loss, damage or dean up resulting from asbestos or asbestos containing materials; 8. Recall of "your product(s)" that have no known or suspected defect solely because a known or suspected defect in another of "your product(s)" has been found. B. Under SECTION III —LIMITS OF INSURANCE, paragraph 3. is replaced in its entirety as follows and paragraph 8. is added: 3. The Products -Completed Operations Aggregate Limit is the most we will pay for the sum of: Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 11 CG 70 49 '0417 a. Damages under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY because of "bodily injury" and "property damage' included in the "products -completed operations hazard" and b. "Product recall expenses". 8. Subject to paragraph 5. above [of the CGL Coverage Form], $25,000 is the most we will pay for all "product recall expenses" arising out of the same defect or deficiency. 5. NONOWNED WATERCRAFT AND NONOWNED AIRCRAFT (HIRED, RENTED OR LOANED WITH PAID CREW) Exclusion g. Aircraft, Auto or Watercraft, paragraph (2) is deleted and replaced with the following: [This exclusion does not apply to:] (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to cant' any person or property for a charge; Exclusion g. Aircraft, Auto or Watercraft, paragraph (6) is added as follows: [This exclusion does not apply to:] (6) An aircraft you do not own, provided that: (a) The pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; (b) The aircraft is rented to you with a trained, paid crew; and (c) The aircraft is not being used to carry any person or property for a charge. S. BLANKET CONTRACTUAL LIABILITY— RAILROADS Under SECTION V — DEFINITIONS, paragraph c. of "Insured Contract" is deleted and replaced by the following: c. Any easement or license agreement; 'Under SECTION V — DEFINITIONS, paragraph f.(1) of "Insured Contract" is deleted. 7. CONTRACTUAL LIABILITY— PERSONAL AND ADVERTISING INJURY Under SECTION I — COVERAGE B., paragraph 2. Exclusions, paragraph e. Contractual Liability is deleted. 8. SUPPLEMENTARY PAYMENTS Under SECTION I — SUPPLEMENTARY PAYMENTS — COVERAGES A AND B, paragraphs 1.b. and 1.d. are deleted and replaced with the following: b. Up to $5,000 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 $1,000 a day because of time off from work. 9. BROADENED WHO IS AN INSURED SECTION II — WHO IS AN INSURED is deleted and replaced with the following: 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. Includes copyrighted material of Insurance Services Office, Inc. CG 70 49 0417 Page 3 of 11 b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees," other than either your "executive officers," (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insured for. (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services except as provided in provision 10. of this endorsement. Paragraphs (1)(a), (1)(b) and (1)(c) above do not apply to your "employees" who are: (i) Managers; (ii) Supervisors; (iii) Directors; or (iv) Officers; with respect to "bodily injury" to a co -"employee". (2) "Property damage" to property: (a) Owned, occupied or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees," "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only; Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 11 CG 70 49 0417 (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Form. e. Your subsidiaries if. (1) They are legally incorporated entities; and (2) You own more than 50% of the voting stock in such subsidiaries as of the effective date of this policy. If such subsidiaries are not shown in the Declarations, you must report them to us within 180 days of the inception of your original policy. f. Any person or organization, including any manager, owner, lessor, mortgagee, assignee or receiver of premises, to whom you are obligated under a written contract to provide insurance such as is afforded by this policy, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises or land leased to you, including common or public areas about such premises or land if so required in the contract. However, no such person or organization is an insured with respect to: (1) Any "occurrence" that takes place after you cease to occupy or lease that premises or land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. g. Any state or political subdivision but only as respects legal liability incurred by the state or political subdivision solely because it has issued a permit with respect to operations performed by you or on your behalf. However, no state or political subdivision is an insured with respect to: (1) "Bodily injury", "property damage", and "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard." h. Any person or organization who is the lessor of equipment leased to you to whom you are obligated under a written contact to provide insurance such as is afforded by this policy, but only with respect to their liability arising out of the maintenance, operation or use of such equipment by you or a subcontractor on your behalf with your permission and under your supervision. However, no such person or organization is an insured with respect to any "occurrence" that takes place after the equipment lease expires. i. Any architect, engineer, or surveyor engaged by you under a written contract but only with respect to liability arising out of your premises or "your work." However, no architect, engineer, or surveyor is an insured with respect to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (1) The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (2) Supervisory, inspection, or engineering services. This paragraph i. does not apply if a separate Additional Insured endorsement providing liability coverage for architects, engineers, or surveyors engaged by you is attached to the policy. If the written contract, written agreement, or certificate of insurance requires primary and non-contributory coverage, the insurance provided by paragraphs f. through i. above will be primary and non-contributory Includes copyrighted material of Insurance Services Office, Inc. CG 70 49 0417 Page 5 of 11 relative to other insurance available to the additional insured which covers that person or organization as a Named Insured, and we will not share with that other insurance. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However. a. Coverage under this provision is afforded until the end of the policy period. b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Coverage A does not apply to "product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 4. Any person or organization (referred to below as vendor) with whom you agreed under a written contract to provide insurance is an insured, 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. However, no such person or organization is an insured with respect 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 "your 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; 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 "your products"; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendors premises in connection with the sale of "your product"; g. "Your 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. 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. orf.; 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. This paragraph 4. does not apply to any insured person or organization from which you have acquired .your product", or any ingredient, part, or container, entering into, accompanying or containing "your product". This paragraph 4. also does not apply if a separate Additional Insured endorsement, providing liability coverage for "bodily injury" or "property damage" arising out of "your product" that is distributed or sold in the regular course of a vendor's business, is attached to the policy. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. Includes copyrighted material of Insurance Services Office, Inc. Page 6 of 11 CG 70 49 0417 10. INCIDENTAL MALPRACTICE LIABILITY As respects provision 9„ SECTION II — WHO IS AN INSURED, paragraph 2.a.(1)(d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide medical or paramedical services, provided that you are not engaged in the business or occupation of providing such services, and your "employee" does not have any other insurance that would also cover claims arising under this provision, whether the other insurance is primary, excess, contingent or on any other basis. Under SECTION II — LIMITS OF INSURANCE, provisions 11. through 14. of this endorsement amend the policy as follows: 11. AGGREGATE LIMITS PER PROJECT The General Aggregate Limit applies separately to each of your construction projects away from premises owned by or rented to you. 12. AGGREGATE LIMITS PER LOCATION The General Aggregate Limit applies separately to each of your locations, but only when required by written contract, written agreement or certificate of insurance. As respects this provision 12., your locations are premises you own, rent or use involving the same or connecting lots or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. However, your locations do not include any premises where you, or others acting on your behalf, are performing construction operations. 13. INCREASED MEDICAL PAYMENTS LIMIT A. SECTION III — LIMITS OF INSURANCE, paragraph 7., the Medical Expense Limit, is subject to all of the terms of SECTION III — LIMITS OF INSURANCE and is the greater of: 1. $10,000; or 2. The amount shown in the Declarations for Medical Expense Limit. B. This provision 13. does not apply if COVERAGE C MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Form or by endorsement. 14. DAMAGE TO PREMISES RENTED TO YOU —SPECIFIC PERILS AND INCREASED LIMIT A. The word fire is changed to "specific perils" where it appears in: 1. The last paragraph of SECTION I — COVERAGE A, paragraph 2. Exclusions; 2. SECTION IV, paragraph 4.b. Excess Insurance. B. The Limits of Insurance shown in the Declarations will apply to all damage proximately caused by the same event, whether such damage results from a "specific perif' or any combination of "specific perils." C. The Damage To Premises Rented To You Limit described in SECTION III — LIMITS OF INSURANCE, paragraph S., is replaced by a new limit, which is the greater of: 1. $1,000,000; or 2. The amount shown in the Declarations for Damage To Premises Rented To You Limit. D. This provision 14. does not apply if the Damage To Premises Rented To You Limit of SECTIONI — COVERAGE A is excluded either by the provisions of the Coverage Form or by endorsement. E. "Specific Perils" means fire; lightning; explosion; windstorm or hail; smoke; aircraft or vehicles; riot or civil commotion; vandalism; leakage from Are extinguishing equipment; weight of snow, ice or sleet; or "water damage". "Water damage" means accidental discharge or leakage of water or steam as the direct result of the breaking or cracking of any part of a system or appliance containing water or steam. 15. BROADENED LEGAL LIABILITY COVERAGE FOR LANDLORD'S BUSINESS PERSONAL PROPERTY Under SECTION I — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Includes copyrighted material of Insurance Services Office, Inc. CG 70 49 0417 Page 7 of 11 Exclusions, j. Damage to Property, the first paragraph following paragraph (6) is deleted and replaced with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to a landlord's business personal property that is subject to, or part of, a premises lease or rental agreement with that landlord. The most we will pay for damages under this provision 15. is $10,000. A $250 deductible applies. Under SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, provisions 16. through 18. of this endorsement amend the policy as follows: 16. BROADENED KNOWLEDGE OF OCCURRENCE Under 2. Duties In The Event Of Occurrence, Offense, Claim, Or Suit, paragraph a. is deleted and replaced and paragraphs e. and f, are added as follows: a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense, regardless of the amount, which may result in a claim. Knowledge of an "occurrence" or an offense by your "employee(s)" shall not, in itself, constitute knowledge to you unless one of your partners, members, "executive officers", directors, or managers has knowledge of the "occurrence" or offense. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. e. If you report an "occurrence" to your workers compensation carrier that develops into a liability claim for which coverage is provided by this Coverage Form, failure to report such an "occurrence" to us at the time of the "occurrence" shall not be deemed a violation of paragraphs a., b., and c. above. However, you shall give written notice of this "occurrence" to us as soon you become aware that this "occurrence" may be a liability claim rather than a workers compensation claim. f. You must see to it that the following are done in the event of an actual or anticipated "covered recall° that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product' and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under the insurance. 17. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph 6. Representations is deleted and replaced with the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; c. We have issued this policy in reliance upon your representations; and d. This policy is void in any case of fraud by you as it relates to this policy or any claim under this policy. We will not deny coverage under this Coverage Form if you unintentionally fail to disclose all hazards existing as of the inception date of this policy. You must report to us any knowledge of an error or omission in the description of any premises or operations intended to be covered by this Coverage Form as soon as practicable after its discovery. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. Includes copyrighted material of Insurance Services Office, Inc. Page 8 of 11 CG 70 49 0417 18. TRANSFER OF RIGHTS (BLANKET WAIVER OF SUBROGATION) Paragraph 8. Transfer of Rights Of Recovery Against Others To Us is deleted and replaced with the following: 8. If the insured has rights to recover all or part of any payment we have made under this Coverage Form, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. However, if the insured has waived rights to recover through a written contract, or if "your work" was commenced under a letter of intent or work order, subject to a subsequent reduction to writing with customers whose customary contracts require a waiver, we waive any right of recovery we may have under this Coverage Form. 19. EXTENDED NOTICE OF CANCELLATION AND NONRENEWAL Paragraph 2.b. of A. Cancellation of the COMMON POLICY CONDITIONS is deleted and replaced with the following: b. 60 days before the effective date of the cancellation if we cancel for any other reason. Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 9. When We Do Not Renew is deleted and replaced with the following: 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 60 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. 20. MOBILE EQUIPMENT REDEFINED Under SECTION V — DEFINITIONS, paragraph 12. "Mobile equipment", paragraph f. (1) does not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. 21. ADDITIONAL DEFINITIONS 1. SECTION V — DEFINITIONS, paragraph 4. "Coverage territory" is replaced by the following definition: "Coverage territory" means anywhere in the world with respect to liability arising out of "bodily injury," "property damage," or "personal and advertising injury," including "personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in a settlement to which we agree or in a "suit' on the merits, in the United States of America (including its territories and possessions), Puerto Rico and Canada. 2. SECTION V— DEFINITIONS is amended by the addition of the following definitions: "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". "Product Recall expenses" mean only reasonable and necessary extra costs, which result from or are related to the recall or withdrawal of "your product" for: a. Telephone and telegraphic communication, radio or television announcements, computer time and newspaper advertising; b. Stationery, envelopes, production of announcements and postage or facsimiles; c. Remuneration paid to regular employees for necessary overtime or authorized travel expense; d. Temporary hiring by you or by agents designated by you of persons, other than your regular employees, to perform necessary tasks; e. Rental of necessary additional warehouse or storage space; Includes copyrighted material of Insurance Services Office, Inc. CG 70 49 0417 Page 9 of 11 f. Packaging of or transportation or shipping of defective products to the location you designate; and g. Disposal of "your products" that cannot be reused. Disposal expenses do not include: (1) Expenses that exceed the original cost of the materials incurred to manufacture or process such product; and (2) Expenses that exceed the cost of normal trash discarding or disposal, except as are necessary to avoid "bodily injury" or "property damage". 22. REASONABLE FORCE— BODILY INJURY OR PROPERTY DAMAGE Under SECTION I — COVERAGE A., paragraph 2. Exclusions, subparagraph a. Expected Or Intended Injury is deleted and replaced with the following: [This insurance does not apply to:] a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury' or "property damage' resulting from the use of reasonable force to protect persons or property. 23. BROADENED LIABILITY COVERAGE FOR DAMAGE TO YOUR PRODUCT AND YOUR WORK A. Under SECTION I —COVERAGE A., paragraph 2. Exclusions, exclusion k. Damage to Your Product and exclusion I. Damage to Your Work are deleted and replaced with the following: [This insurance does not apply toJ k. Damage to Your Product "Property damage" to "your product' arising out of it or any part of it, except when caused by or resulting from: (1) Fire; (2) Smoke: (3) "Collapse"; or (4) Explosion. For purposes of exclusion k, above, "collapse" means an abrupt falling down or caving in of a building or any part of a building with the result that the building or part of the building cannot be occupied for its intended purpose. I. Damage to Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply: (1) If the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor, or (2) If the cause of loss to the damaged work arises as a result of: (a) Fire; (b) Smoke; (c) "Collapse'; or (d) Explosion. For purposes of exclusion I. above, "collapse" means an abrupt falling down or caving in of a building or any part of a building with the result that the building or part of the building cannot be occupied for its intended purpose. B. The following paragraph is added to SECTION III — LIMITS OF INSURANCE: Includes copyrighted material of Insurance Services Office, Inc. Page 10 of 11 CG 70 49 04 17 Subject to 5. above [of the CGL Coverage Form], $100,000 is the most we will pay under Coverage A for the sum of damages arising out of any one "occurrence" because of "property damage" to "your product' and "your work" that is caused by fire, smoke, collapse or explosion and is included within the "product -completed operations hazard". This sublimit does not apply to "property damage" to "your work" if the damaged work, or the work out of which the damage arises, was performed on your behalf by a subcontractor. 24. BROADENED BODILY INJURY COVERAGE Under SECTION V — DEFINITIONS, the definition of "bodily injury" is deleted and replaced with the following: 3. "Bodily injury" a. Means physical: (1) Injury; (2) Disability; (3) Sickness; or (4) Disease; sustained by a person, including death resulting from any of these at any time. b. Includes mental: (5) Anguish; (6) Injury; (7) Humiliation; (8) Fright; or (9) Shock; directly resulting from any "bodily injury" described in paragraph 3.a. c. All "bodily injury" described in paragraph 3.b. shall be deemed to have occurred at the time the "bodily injury" described in paragraph 3.a. occurred. 25. DESIGNATED COMPLETED PROJECTS —AMENDED LIMITS OF INSURANCE When a written contract or written agreement between you and another party requires project -specific limits of insurance exceeding the limits of this policy; A. for "bodily injury" or "property damage" that occurs within any policy period for which we provided coverage; and B. for "your worK' performed within the "products -completed operation hazard'; and C. for which we previously issued Amendment Of Limits Of Insurance (Designated Project Or Premises) CG 71 94 either during this policy term or a prior policy term; and D. that designated project is now complete; the limits of insurance shown in the CG 71 94 schedule will replace the limits of insurance of this policy for the designated project and will continue to apply for the amount of time the written contract or written agreement requires, subject to the state statute of repose for the project location. These limits are inclusive of and not in addition to the replaced limits. Includes copyrighted material of Insurance Services Office, Inc. CG 70 49 0417 Page 11 of 11 Policy Number: CA21071830402 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADVANTAGE COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. The premium for this endorsement is $ Included 1. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS - CANCELLATION, Paragraph A.2. is replaced by the following: 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED SECTION II - LIABILITY COVERAGE A.1. WHO IS AN INSURED is amended by the addition of the following: d. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or a majority interest, will qualify as a Named Insured. However, (1) Coverage under this provision is afforded only until the end of the policy period; (2) Coverage does not apply to "accidents" or "loss" that occurred before you acquired or formed the organization; and (3) Coverage does not apply to an organization that is an "insured" under any other policy or would be an "insured" but for its termination or the exhausting of its limit of insurance. e. Any "employee" of yours using: (1) A covered "auto" you do not own, hire or borrow, or a covered "auto" not owned by the "employee" or a member of his or her household, while performing duties related to the conduct of your business or your personal affairs; or (2) 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. However, your "employee." does not qualify as an insured under this paragraph (2) while using a covered "auto" rented from you or from any member of the "employee's" household. f. Your members, if you are a limited liability company, while using a covered "auto" you do not own, hire, or borrow, while performing duties related to the conduct of your business or your personal affairs. g. Any person or organization with whom you agree in a written contract, written agreement or permit, to provide insurance such as is afforded under this policy, but only with respect to your covered "autos". This provision does not apply: (1) Unless the written contract or agreement is executed or the permit is issued prior to the "bodily injury" or "property damage"; Includes copyrighted material of Insurance Services Office, Inc. CA 71 15 11 09 Page 1 of 5 (2) To any person or organization included as an insured by an endorsement or in the Declarations; or (3) To any lessor of "autos" unless: (a) The lease agreement requires you to provide direct primary insurance for the lessor; (b) The "auto" is leased without a driver; and (c) The lease had not expired. Leased "autos" covered under this provision will be considered covered "autos" you own and not covered "autos" you hire. h. Any legally incorporated organization or subsidiary in which you own more than 50% of the voting stock on the effective date of this endorsement. This provision does not apply to "bodily injury" or "property damage" for which an "insured" is also an insured under any other automobile policy or would be an insured under such a policy, but for its Germination or the exhaustion of its limits of insurance, unless such policy was written to apply specifically in excess of this policy. 3. COVERAGE EXTENSIONS - SUPPLEMENTARY PAYMENTS Under SECTION II - LIABILITY COVERAGE, A.2.a. Supplementary Payments, paragraphs (2) and (4) are deleted and replaced with the following: (2) Up to $2500 for the 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. 4. AMENDED FELLOW EMPLOYEE EXCLUSION SECTION II - LIABILITY COVERAGE, B. EXCLUSIONS, paragraph 5. Fellow Employee is deleted and replaced by the following: 5. Fellow Employee "Bodily injury" to: a. Any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business. However, this exclusion does not apply to your "employees" that are officers, managers, supervisors or above. Coverage is excess over any other collectible insurance. b. The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of paragraph a. above. S. HIRED AUTO PHYSICAL DAMAGE COVERAGE AND LOSS OF USE EXPENSE A. Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, the following is added: If any of your owned covered "autos" are covered for Physical Damage, we will provide Physical Damage coverage to "autos" that you or your "employees" hire or borrow, under your name or the "employee's" name, for the purpose of doing your work. We will provide coverage equal to the broadest physical damage coverage applicable to any covered "auto" shown in the Declarations, Item Three, Schedule of Covered Autos You Own, or on any endorsements amending this schedule. B. Under SECTION III - PHYSICAL DAMAGE COVERAGE, A.4. COVERAGE EXTENSIONS, paragraph b. Loss of Use Expenses is deleted and replaced with the following: b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses if caused by: Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 5 CA 71 15 11 09 (1) Other than collision, only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss, only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision, only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $30 per day, to a maximum of $2,000. C. Under SECTION IV —BUSINESS AUTO CONDITIONS, paragraph 5.b. Other Insurance is deleted and replaced by the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: 1. Any covered "auto" you lease, hire, rent or borrow; and 2. Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto", nor is any "auto" you hire from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6. LOAN OR LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, the following is added: If a covered "auto" is owned or leased and if we provide Physical Damage Coverage on it, we will pay, in the event of a covered total "loss", any unpaid amount due on the lease or loan for a covered "auto", less: (a) The amount paid under the Physical Damage Coverage Section of the policy; and (b) Any: (1) Overdue lease or loan payments including penalties, interest or other charges resulting from overdue payments at the time of the "loss", (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; (4) Security deposits not refunded by a lessor; and (5) Carry-over balances from previous loans or leases. 7. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, paragraph 4. Coverage Extensions is deleted and replaced by the following: 4. Coverage Extensions (a) We will pay up to $75 per day to a maximum of $2000 for transportation expense incurred by you because of covered "loss". We will pay only for those covered "autos" for which you carry Collision Coverage or either Comprehensive Coverage or Specified Causes of Loss Coverage. We will pay for transportation expenses incurred during the period beginning 24 hours after the covered "loss" and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". This coverage is in addition to the otherwise applicable coverage you have on a covered "auto". No deductibles apply to this coverage. (b) This coverage does not apply while there is a spare or reserve "auto" available to you for your operation. Includes copyrighted material of Insurance Services Office, Inc. CA71151109 Page 3of5 8. AIRBAG COVERAGE SECTION III - PHYSICAL DAMAGE, B. EXCLUSIONS, Paragraph 3. is deleted and replaced by the following: We will not pay for "loss" caused by or resulting from any of the following unless caused by other "loss" that is covered by this insurance: a. Wear and tear, freezing, mechanical or electrical breakdown. However, this exclusion does not Include the discharge of an airbag. b. Blowouts, punctures or other road damage to tires. 9. GLASS REPAIR -WAIVER OF DEDUCTIBLE SECTION III - PHYSICAL DAMAGE COVERAGE, D. DEDUCTIBLE is amended to add the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 10. COLLISION COVERAGE —WAIVER OF DEDUCTIBLE SECTION III - PHYSICAL DAMAGE COVERAGE, D. DEDUCTIBLE is amended to add the following: When there is a "loss" to your covered "auto" insured for Collision Coverage, no deductible will apply if the "loss" was caused by a collision with another "auto" insured by us. 11. KNOWLEDGE OF ACCIDENT SECTION IV - BUSINESS AUTO CONDITIONS, A. LOSS CONDITIONS, 2. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS, paragraph a. is deleted and replaced by the following: a. You must see to it that we are notified as soon as practicable of an "accident", claim, "suit" or "loss". Knowledge of an "accident", claim, "suit" or "loss" by your "employees" shall not, in itself, constitute knowledge to you unless one of your partners, executive officers, directors, managers, or members (if you are a limited liability company) has knowledge of the "accident", claim, "suit" or "loss". Notice should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. 12. TRANSFER OF RIGHTS (BLANKET WAIVER OF SUBROGATION) SECTION IV - BUSINESS AUTO CONDITIONS A.S. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is deleted and replaced by the following: If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. However, if the insured has waived rights to recover through a written contract, or if your work was commenced under a letter of intent or work order, subject to a subsequent reduction in writing with customers whose customary contracts require a waiver, we waive any right of recovery we may have under this Coverage Form. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, B. GENERAL CONDITIONS, 2. CONCEALMENT, MISREPRESENTATION OR FRAUD is amended by the addition of the following: We will not deny coverage under this Coverage Form if you unintentionally fail to disclose all hazards existing as of the inception date of this policy. You must report to us any knowledge of an error or omission in your representations as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. Includes copyrighted material of Insurance Services Office, Inc. Page 4of5 CA71151109 14. BLANKET COVERAGE FOR CERTAIN OPERATIONS IN CONNECTION WITH RAILROADS When required by written contract or written agreement, the definition of "insured contract' is amended as follows: The exception contained in paragraph H.3. relating to construction or demolition operations on or within 50 feet of a railroad; and • Paragraph H.a. are deleted with respect to the use of a covered "auto" in operations for, or affecting, a railroad. Includes copyrighted material of Insurance Services Office, Inc. CA 71 15 1109 Page 5 of POLICY NUMBER: CA21071830402 COMMERCIAL AUTO CA 71 55 09 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED - PRIMARY NON-CONTRIBUTORY COVERAGE WHEN REQUIRED BY INSURED CONTRACT OR CERTIFICATE This endorsement modifies insurance provided under the BUSINESS AUTO COVERAGE FORM The provisions of the Coverage Form apply unless changed by this endorsement. This endorsement identifies person(s) or organization(s) who are "insured" under the Who Is An Insured Provision of the Coverage Form. This endorsement changes the policy on the inception date of the policy, unless another date is shown below. Endorsement Effective: 1/1/2021 1 Countersigned By: Named Insured: On File with Company Pipeline Video Inspection, LLC: AIMS Coatings, LLC; American Industrial & Municipal Services, LLC; (Authorized Representative) Pipeline Video Inspection, LLC dba AIMS Companies (No entry may appear above. If so, information to complete this endorsement is in the Declarations.) 1. Section II — Liability Coverage, A. Coverage, 1. Who Is An Insured is amended to add: Any person or organization with whom you have an "insured contract" which requires. i. that person or organization to be added as an "insured" under this policy or on a certificate of insurance: and ii. this policy to be primary and non-contributory to any like insurance available to the person or organization Each such person or organization is an "insured" for Liability Coverage. They are an "insured" only if that person or organization is an "insured" under in SECTION II of the Coverage Form. The contract between the Named Insured and the person or organization is an "insured contract'. 2. Section IV— Business Auto Conditions, B. General Conditions, 5. Other Insurance, paragraph d. is deleted and replaced by the following for the purpose of this endorsement only: d. When coverage provided under this Coverage Form is also provided under another Coverage I-orm or policy, we will provide coverage on a primary, non-contributory basis. Includes copyrighted material of Insurance Services Office, Inc. with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 03 13 (Ed. 4-84) We have the right to recover our payments from anyone liable for an injury covered by this pulicy. We. will not enforce 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 anyone not named in the Schedule. Schedule "Any person or organization required by written contract or certificate of insurance." "This endorsement is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas and Utah." "This endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.15016) of the Missouri Statues, a contractual provision purporting to waive subrogation rights is against public policy and void where one party to the contract is an employer in the construction group of code classifications." 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 Effective1/1/2021 Policy No. WC21071860302 Endorsement No. Insured: Pipeline Video Inspection, LLC; AIMS Coatings, LLC; Premium 8 American Industrial & Municipal Services, LLC; Pipeline Video Inspection, LLC dba AIMS Companies Insurance Company Amerisure Mutual Insurance Countersigned by On File WC 00 03 13 Nnr1 �.rn: a 5urr c (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance, Fieorear No. 14.4999 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 A (Ed 1-00) 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 3 ( ) 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 2. Operations. 3. Premium: The premium charge for this endorsement shall be 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 po icy to which it is attached and is effective on the date issued uness otherwise stated (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 1/1/2021 Policy No WC21071860302 Endorsement No Insured. CSI Consolidated, LLC dba ClaanServe, LLC; CSI Consolidated, LLC dba AIMS Companies Premium S CleenServe, LLC dhe AIMS Companies: Pipeline Video Inspection, LLC dba AIMS Companies Insurance Company: Amedsure Mutual Insurance Countersigned by On fie with the company WC 42 03 04 A (Ed_ 1-00) Page 1 of 1 b. this coverage shall expire at the end of the Policy Period or within ninety (90) days of such formation or acquisition of the entity, whichever is earlier, unless you submit written notice to us providing detailed information concerning the newly formed or acquired entity, confirmed by us by endorsement, and provided that you pay any applicable additional premium requested by us; 7. Any Insured with regard to its participation in a legal entity including a limited liability company or joint venture, but only to the extent of the Insured's legal liability for its rendering of Professional Activities and Duties and/or Contracting Activities under the respective legal entity or joint venture; 8. With regard to Section 1: What We Cover DA., the Client, but only: if the you are required to include the Client as an additional Insured in a written contract in effect during the Policy Period and signed by the you prior to the first commencement of the Pollution Condition: and b. with respect to the Client's vicarious liability resulting from your Contracting Activity. 9. With regard to Section 1: What We Cover DA., all persons or organizations, other than a Client, as required by a written contract executed by the Named Insured, but only for: a. a Pollution Condition caused by your Contracting Activity; and b. the vicarious liability of the person or organization that results from the performance of your Contracting Activity provided that such written contract is signed by the Named Insured prior to the commencement of the Pollution Condition. Insured Contract L. means that part of any written contract or written agreement under which you assume the Tort Liability of another party to pay compensatory damages for Bodily Injury or Property Damage, to a third person or organization, provided that such written contract or written agreement is signed by you prior to the Bodily Injury or Property Damage. Tort Liability means a liability that would be imposed by law in the absence of any contract or agreement. KLD 051 0113 © 2013 X.L. America, Inc. Page 6 of 25 All Rights Reserved. May not be copied without permission. 4. Under Section 1: What We Cover: D. Pollution Loss Coverage only, when the Named Insured is required by contract, agreement, or permit to include any person or entity as an additional insured, such coverage shall be provided on a primary and non-contributory basis. Severability M. Except with respect to the Limits of Liability and the Self -Insured Retention Amount, and any rights or duties specifically assigned in this policy to you, this insurance applies: (a) as if each Named Insured were the only Named Insured; and (b) separately to each Insured against or by whom a Claim is made. Misrepresentation, concealment, breach of condition or violation of any duty under this policy by one Insured shall not prejudice the interest or coverage of another Insured under this policy. Sole Agent N. You will act on behalf of all Insured(s) for the payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this policy, giving and receiving notice of cancellation or non - renewal and the exercise of the rights provided in Section 6: Extended Reporting Period, B. Optional Extended Reporting Period. Subrogation O. In the event of any payment under this policy, we will be subrogated to all of the Insured's rights of recovery against any person or organization and the Insured will execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured will do nothing at any time to prejudice our subrogation rights. However, we waive our right(s) of recovery against any person or organization included in the definition of an Insured or against the Insured's Clients, if prior to a Professional Liability Claim, a waiver of subrogation was so required and accepted under a specific contractual undertaking by the Insured. Under Section 1: What We Cover: D. Pollution Loss Coverage, we waive our right(s) of recovery against any person or organization included in the definition of an Insured or against the Insured's Clients if prior to the Pollution Claim, a waiver of subrogation was required and accepted under a specific contractual undertaking by the Insured. Territory P. Coverage granted under this policy will apply anywhere in the world, to the extent permitted by law. KLD 051 0113 © 2013 X.L. America, Inc. Page 25 of 25 All Rights Reserved. May not be copied without permission. Policy Numbers: GL21136760202, CA21071830402 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL CHANGE -THIRD PARTY This endorsement modifies insurance provided under the following, AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM TRUCKERS COVERAGE FORM Subject to the cancellation provisions of the Coverage Form to which this endorsement is attached. we will not: 1. Cancel; 2. Nonrenew; or, 3. Materially change (reduce or restrict) this Coverage Form, except for nonpayment of premium, until we provide at least 30 days written notice of such cancellation, nonrenewal or material change. Written notice will be to the person or organization named in the Schedule. Such notice will be by certified mail with return receipt requested. This notification of cancellation, nonrenewal or material change to the person or organization named in the Schedule is intended as a courtesy only. Our failure to provide such notification will not: 1. Extend any Coverage Form cancellation date; 2. Negate the cancellation as to any insured or any certificate holder; 3. Provide any additional insurance that would not have been provided in the absence of this endorsement; or 4. Impose liability of any kind upon us. This endorsement does not entitle the person or organization named in the Schedule to any benefits, rights or protection underthis Coverage Form. SCHEDULE Name Of Person Or Organization Mailing Address Any person or organization holding a certificate of insurance issued The address shown for that person or organization in for you, provided the certificate: that certificate of insurance 1. Refers to this policy; 2. States that notice of: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage; will be provided to that person or organization; 3. Is in effect at the time of the: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage; and 4. Is on file at your agent or broker's office for this policy IL 70 66 0714 BUSINESS LICENSE rATE OF HINGTON Limited Liability Company PIPELINE VIDEO INSPECTION, L.L.C. PIPELINE VIDEO INSPECTION LLC 9304 E VERDE GROVE VW SCOTTSDALE, AZ 85255-6330 UNEMPLOYMENT INSURANCE - ACTIVE Issue Date: Apr 30, 2021 Unified Business ID #: 604040515 Business ID #: 001 Location: 0001 Expires: Apr 30, 2022 TAX REGISTRATION - ACTIVE CITY ENDORSEMENTS: �. RIDGE FIELD GENERAL BUSINESS - NON-RESIDENT (EXPIRES 10/31/2021) - ACTIVE COVINGTON GENERAL BUSINESS - NON-RESIDENT (EXPIRES 3/31/2022) - ACTIVE VANCOUVER GENERAL BUSINESS - NON-RESIDENT (EXPIRES 10/31/2021) - ACTIVE FEDERAL WAY GENERAL BUSINESS - NON-RESIDENT - ACTIVE MOUNTLAKE TERRACE GENERAL BUSINESS - NON-RESIDENT (EXPIRES 11 /30/2021) - ACTIVE ' YAKIMA GENERAL BUSINESS - NON-RESIDENT (EXPIRES 1/31/2022) - ACTIVE REGISTERED TRADE NAMES: AIMS COMPANIES This document lists the registrations, endorsements, and licenses authorized for the business ` named above. By accepting this document, the licensee certifies the information on the application 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. -- - '•��: - -ter.• , ��......._.. UBI: 604040515 001 0001 PIPELINE VIDEO INSPECTION, L.L.C. PIPELINE VIDEO INSPECTION LLC 9304 E VERDE GROVE VW SCOTTSDALE, AZ 85255-6330 STATE OF WASHINGTON UNEMPLOYMENT INSURANCE - ACTIVE TAX REGISTRATION - ACTIVE RIDGEFIELD GENERAL BUSINESS - NON-RESIDENT (EXPIRES 10/31/2021) - ACTIVE COVINGTON GENERAL BUSINESS - NON-RESIDENT (EXPIRES 3/31/2022) - ACTIVE VANCOUVER GENERAL BUSINESS - NON-RESIDENT (EXPIRES 10/31/2021) - ACTIVE FEDERAL WAY GENERAL BUSINESS - NON-RESIDENT - ACTIVE MOUNTLAKE TERRACE GENERAL Director, Departme- ' Expires: Apr 30, 2022 Dim Ior, Department of Revenue IMPORTANT! PLEASE READ THE FOLLOWING INFORMATION CAREFULLY BEFORE POSTING THIS LICENSE General Information Endorsements Post this Business License in a visible location at your All endorsements should be renewed by the expiration place of business. date that appears on the front of this license to avoid any late fees. If you were issued a Business License previously, destroy the old one and post this one in its place. Login to My DOR at dar.wa.gov if you need to make changes to your business name, location, mailing address, telephone number, or business ownership. Telephone: 360-705-6741 If there is no expiration date, the endorsements remain active as long as you continue required reporting. Tax Registration, Unemployment Insurance, and Industrial Insurance endorsements require you to submit periodic reports. Each agency will send you the necessary reporting forms and instructions. For assistance or to request this document in an alternate format, visit http://business.wa.gov/BLS or call (360) 705-6741. Teletype (TTY) users may use the Washington Relay Service by calling 711. BLS-700-107 (07/27120) OFFICER'S CERTIFICATE PIPELINE VIDEO INSPECTION, LLC May 7, 2021 This Officer's Certificate is delivered pursuant to the Master Services Agreement (the "Agreement") as of the date hereof, by and between the City of Federal Way and Pipeline Video Inspection, LLC, an Arizona limited liability company (the "Company"). The undersigned, a duly authorized officer of Pipeline Video Inspection, LLC, hereby certifies on behalf of the Company, and not in an individual capacity, that the following statements are true and correct as of the date hereof: 1. Attached hereto as Exhibit A is a true, correct and complete copy of the certificate of incorporation, certificate of formation or other equivalent formation document, as applicable, of the Company (the "Organizational Document"), by the Secretary of State of the Company's jurisdiction of organization, together with all amendments, restatements, supplements or other modifications thereto, which Organizational Document is in full force and effect as of the date hereof and no modification, revocation or rescission in any respect of the Organizational Document has been made or authorized by or on behalf of the Company. 2. Attached hereto as Exhibit B is a true, correct and complete copy of the bylaws, limited liability company agreement or other equivalent governing document, as applicable, of the Company (the "Governing Document"), together with all amendments, restatements, supplements or other modifications thereto, which Governing Document is in full force and effect as of the date hereof and no modification, revocation or rescission in any respect of the Governing Document has been made or authorized by or on behalf of the Company. 3. Attached hereto as Exhibit C is a true, correct and complete copy of the resolutions duly adopted by the Sole Member of the Company, which constitute all action necessary on the part of the Company to approve the execution and delivery of the Agreement. Such resolutions are in full force and effect as of the date hereof and have not been amended, modified, revoked or rescinded since their adoption. 4. The name, title and specimen signature of each officer authorized to act on behalf of the Company in connection with the execution, delivery and performance of the Agreement, give instructions thereunder and sign any other certificates, statements, reports or documents to be delivered in connection therewith are as set forth below. Each such person is duly elected and holds the office set forth opposite their respective signature on the date hereof, which signature is each person's true and genuine signature. Chris Mihaletos, President Steven Hudson, Chief Operating Officer Chris Barton, Chief Financial Officer IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate on behalf of the Company, in the undersigned's capacity as President of the Company, as of the date set forth above. By: a. 0 � �� 'R . Chris Mihaletos, President I, the undersigned, Chief Financial Officer of the Company, do hereby certify that Chris Mihaletos has been duly elected or appointed, has been duly qualified and on this day is the President of the Company, and that his signature above is true and genuine. IN WITNESS WHEREOF, 1 have hereunto set my hand as Chief Financial Officer of the Company, as of the date set forth above. By: Chris Barton, Chief Financial Officer Exhibit "A" Organizational Documents • �. • •..• • 1. !W MW FILED OCT 31 2005 FILE NO I/ /23 g004-0 ARTICLES OF ORGANIZATION OF 01379973 PIPELINE VIDEO INSPECTION L.L.C. (An Arizona Limited Liability Company) Name. The name of the limited liability company is: PIPELINE VIDEO INSPECTION L.L.C. 2. Registered Office. The address of the registered office in Arizona is: PIPELINE VIDEO INSPECTION L.L.C. 15046 N. 54th Way. Scottsdale, AZ 85254 Located in the County of Maricopa 3. Statutory Agent. (In Arizona) The name and address of the statutory agent of the company is: Jeffrey P. Marathas Esq. 7150 E. Camelback Rd. Suite #444 Scottsdale, Arizona 85251 4. Dissolution. The company shall not have a mandatory dissolution Rid date. 5.a. Management. [X] Management of the limited liability company is vested in a manager or managers. The names and addresses of each person who is a manager AND each member who owns a twenty percent or greater interest in the capital or profits of the limited liability company are: [] Management of the limited liability company is reserved to the members. The names and addresses of each person who is a member are: Mr. Christos Mihaletos [X] Member [X] Manager 15046 N. 54th Way. Scottsdale, AZ 85254 Ms. Maria Mihaeltos [X] Member I] Manager 15046 N. 54th Way Scottsdale, AZ 85254 EXECUTED this 25m day of October 2005. djui-wLO-71-1. Mr. Christos Mihaletos 15046 N. 54th Way. Scottsdale, AZ 85254 Phone: (602) 795-6292 Fax: (602) 795-6948 Acceptance of Appointment By Statutory Agent I, Jeffrey P. Marathas Esq. having been designated to act as Statutory Agent, hereby consent to act in that capacity until removed or resignation is submitted in accordance with the Arizona Revised Statutes. P Aco Tim-e Signature of Statutory Agent 2 .1.1.1 1iiiiiiiiiiii' FILED 11111 1 1 JAN 312012 ARTICLES OF AMENDMENT TO FILE NOUL11� 3 O WO THE ARTICLES OF ORGANIZATION OF PIPELINE VIDEO INSPECTION, L.L.C. Pursuant to the provisions of Section 29-633, Arizona Revised Statutes, the undersigned limited liability company adopts the following Articles of Amendment to its Articles of Organization: as follows: L The name of the limited liability company is: PIPELINE VIDEO INSPECTION, L.L.C. Article 5b of the Articles of Organization is hereby amended to read as follows: "The name and address of the Manager of the Limited Liability Company is NAME ADDRESS MARIA 1VIIHALETOS 1616. S. 315t Avenue Phoenix, Arizona 85009 Names and Addresses of the Members The names and addresses of the Members of the Limited Liability Company owning a twenty percent (20%) or greater interest in the capital or profits of the limited liability company are as follows: NAME ADDRESS u ullw_: • 1616 S. 3 1 " Avenue Phoenix, Arizona 85009 MACK FAMILY REVOCABLE TRUST 1616 S. 315 Avenue WM dated August 15, 2007, as amended Phoenix, Arizona 85009" - 1 - IN WITNESS WHEREOF, the foregoing amendment is executed as of the day of January, 2012. 30654-0500 Articles of Amendment -2- PIPELINE VIDEO INSPECTION, L.L.C., an Arizona limited liability company By: 11 1 ' - ' Maria Maletos, Manager By: am- Mihaletas, Manager Ja". 2..2013 3:54PM Plattner, Schneidman & Scheider AZ Cor . Commissionll„,I AZ CORPORATIOILN FD COMMISSION 04104591 JAN 0 2 2013 SECOND ARTICLES OF AMENDMENT TO FILE THE ARTICLES OF ORGANIZATION OF PIPELINE VIDEO INSPECTION, L,L.C. Pursuant to the provisions of Section 29-633, Arizona Revised Statutes, the undersigned limited liability company adopts the following Second Articles of Amendment to its Articles of Organization: The name of the limited liability company is: PIPELINE VIDEO INSPECTION, L.L.C. U. Article 5b of the Articles of Organization is hereby amended to read as follows: "Names and Addresses of the Members The name and address of the Member of the Limited Liability Company owning a twenty percent (20%) or greater interest in the capital or profits of the limited liability company is as follows: MARIA MIHALETOS AI)I)RFSNS 1616 S. 319 Avenue Phoenix, Arizona 85009" IN WITNESS WHEREOF, the foregoing amendment is executed as of the Ail' day of OPUMbei 201e. PIPELINE VIDEO INSPECTION, L.L.C, an Arizona limited liability company Maria ivIthaletos, Manager 30654-0500 Second Articles of Amendment AZ COIWORAIION COMMISSION FLED 05252020 OCT 0 5 2015 faLia3R074- DO NOT WRITE ABOVE THIS LINE; RESERVED FOR ACC USE ONLY. ARTICLES OF AMENDMENT Read the Instructions L015i 1. ENTITY NAME - give the exact name of the LLC as currently shown in A.C.C. records: 2. PIPELINE VIDEO INSPECTION L.L.C. A.C.C. FILE NUMBER: L12390740 Find the A.C.C. file number on the upper corner of filed documents OR on our website at: htta:IlwwW.axee.govlDivisionslCorl}orations CHECK THE BOX NEXT TO EACH CHANGE BEING MADE AND COMPLETE THE REQUESTED INFORMATION FOR THAT CHANGE. 0 ENTITY NAME CHANGE - type or print the exact NEW name of the LLC in the space below: 4. 0 MEMBERS CHANGE (CHANGE IN MEMBERS) - see Instructions L015i - Use one block per person - FOR MEMBERS CURRENTLY SHOWN IN A.C.C. RECORDS - list the name of each member being changed, and below that provide any new information for that member (new name and/or address), then check all boxes that apply to indicate the change being made for that member. FOR NEW MEMBERS - in a separate block list the name in the NEW Name blank and give the address, and check the appropriate box. If more space is needed, complete and attach the Amendmpnj AtCrhrDgat for Mernbers form L044. Name currently shown In ACC records Name currently shown in ACC records NEW Name NEW Name Address 1 Address 1 Address 2 (optional) Address 2 (optional) City H Province City yr- State or Zip Province Country ❑ Address change ❑ Add as 200/o or more member ❑ Name change ❑ Add as less than 20% member ❑ Remove member Country ❑ Address change ❑ Add as 200/0 or more member ❑ Name change ❑ Add as less than 20% member ❑ Remove member Name currently shown in ACC records Name current y s own in ACC records NEW Name NEW Name Address 1 Address Address 2 (optional) Address (optional) City State or Zip Province city Zip I�TI1� Country ❑ Address change ❑ Add as 20% or more member ❑ Name change ❑ Add as less than 2 0 % member ❑ Remove member Country ❑ Address change ❑ Add as 20% or more member ❑ Name change ❑ Add as less than 200k member ❑ Remove member 1015.001 Arizona Corporation Commission - Corporations Division Rev: 2010 Page 1 of 3 5' LI MANAGERS CHANGE (CHANGE IN MANAGERS) - Use one block per person - FOR MANAGERS CURRENTLY SHOWN IN A.C.C. RECORDS - list the name of each manager being changed, and below that provide any new Information for that manager (new name and/or address), then check all boxes that apply to indicate the change being made for that manager. FOR NEW MANAGERS - in a separate block, list the name in the NEW Name blank and give the address, and check the appropriate box. If more space is needed, complete and attach the Attachment for Managers form L043. Name currently shown In ACC records Name currently shown in ACC records NEW Name NEW Name Address 1 Address 1 A dress 2 (optional) Address 2 (optional) City I d State or Zip Province I City I bri 'rovince Zip Country ❑ Address change ❑ Add as manager ❑ Name change ❑ Remove manager Country ❑ Address change ❑ Add as manager II Name change ❑ Remove manager 6. MANAGEMENT STRUCTURE CHANGE -see Instructions L015i - check only one box below and follow instructions: 9 CHANGING TO MANAGER -MANAGED LLC - complete and attach the Manager Structure Attachment form L040. The filing will be rejected if it is submitted without the attachment. 9 CHANGING TO MEMBER -MANAGED LLC - complete and attach the Member Structure Attachment form L041. The filing will be rejected if it is submitted without the attachment. 5. go' STATUTORY AGENT CHANGE - NEW AGENT APPOINTED - see Instructions L015i: '7.1 REQUIRED - give the name (can be an individual or an entity) and physical or street address (not a P.O. Box) in Arizona of the NEW statutory agent: 7.2 OPTIONAL - mailing address in Arizona of NEW Statutory Agent (can be a P.O. Box): ELIZABETH MORRIS Statutory Agent Name (required) Attention (optional) 1616 S 31 st Ave. Attention (optional) 1616 S 31 st Ave. Address 1 Address 1 Address 2 (optional) city Phoenix AZ State 85009 Zip Address 2 (optional) city,Phoenix AZ state 85009 Zip 7.3 RE UIRED - the Stat itor Agent Arrentanre form M002 must be submitted aloe with these Articles of mendment. 7. ❑ STATUTORY AGENT ADDRESS CHANGE - ADDRESS OF CURRENT STATUTORY AGENT - complete 8.1 and/or8.2: 8.1 NEW physical or street address (not a P. O. Box) in Arizona of the existing statutory agent: 8.2 NEW mailing address in Arizona of the existing statutory agent (can be a P.O. Box): Attention (optional) Attention (optional) Address 1 Address 1 Address 2(optional) City State Zip Address 2 (optional) City State Zip L015.001 Arizona Corporation Commission - Corporations Division Rev: 2010 Page 2 of 3 9. ❑ ARIZONA KNOWN PLACE OF BUSINESS ADDRESS CHANGE: 9.1 Is the NEW Arizona known place of business address the same as the street address of the statutory agent? ❑ Yes - go to number 10 and continue ❑ No - go to number 9.2 and continue 9.2 If you answered "No" to number 9.1, give the NEW physical or street address (not a P.O. Box) of the known place of business of the LLC in Arizona: Attention (optional) Address 1 Address 2 (optional) Country El State or Zip Province 10. ❑ DURATION CHANGE - check one to indicate the NEW duration or life period of the LLC: D Perpetual n The LLC's life period will end on this date: (enter a date - mm/dd/yy) ❑ The LLC's life period will end upon the occurrence of this event: (describe an event) 11. ENTITY TYPE CHANGE - if changing entity type, check one and follow instructions: n Changing to a PROFESSIONAL LLC - number 12 must also be completed. ❑ Changing to a NON-PROFESSIONAL LLC (professional LLC becoming a regular LLC). 12.0 PROFESSIONAL SERVICES CHANGE - describe the NEW type of professional services the professional LLC will render: 0. 9 OTHER AMENDMENT - if an amendment was made that was not addressed by the check boxes on this form, then you must attach to these Articles of Amendment a complete copy of the LLC's written amendment. SIGNATURE: By checking the box marked "I accept" below, I acknowledge under penalty of perjury that this document together with any attachments is submitted in compliance with Arizona law. U ( Acid. -fie El I ACCEPT Signature Pri d Name REQUIRED - check only one and fill in the corresponding blank if signing for an entity: This is a manager -managed LLC and I am signing This is a member -managed LLC and I am signing I Xi individually as a manager or I am signing for an entity individually as a member or I am signing for an entity manager named: member named: Date ( m/dd/ ) 15- Filing Fee: $25.00 (regular processing) Mail: Arizona Corporation Commission - Corporate Filings Section Expedited processing - add $35.00 to filing fee. 1300 W. Washington St., Phoenix, Arizona 85007 All fees are nonrefundable - see Instructions. Fax: 602-542-4100 11 ease be advised that A.C.C. fu rm5 reflect only the minimum provisions required by statute. You s o u Id see k p rlvote legaf cou nsd for th ose matters a L may pertain to the individual needs of your business. All documents filed with the Arizona Corporation Commission are public record and are open for public inspection. If you have questions after reading the Instructions, please call 602-542-3026 or (within Arizona only) 800-345-5819. L015.001 Arizona Corporation Commission - Corporations Division Rev:2010 Page 3 of 3 OO NOT WRITE ABOVE T1-15. LINE; RESERVED FOR ACC USE ONLY. STATUTORY AGENT ACCEPTANCE Please read Instructions M002i 1. ENTITY NAME - give the exact name in Arizona of the corporation or LLC that has appointed the Statutory Agent (this must match exactly the name as listed on the document appointing the statutory agent, e.g., Articles of Organization or Article of Incorporation): PIPELINE VIDEO INSPECTION L.L.C. 2. STATUTORY AGENT NAME - give the exact name of the Statutory Agent appointed by the entity listed in number 1 above (this will be either an individual or an entity). NOTE - the name must match exactly the statutory agent name as listed in the document that appoints the statutory agent (e.g. Articles of Incorporation or Articles of Organization), including any middle initial or suffix: ELIZABETH MORRIS 3. STATUTORY AGENT SIGNATURE: By the signature appearing below, the individual or entity named in number 2 above accepts the appointment as statutory agent for the entity named in number 1 above, and acknowledges that the appointment is effective until the appointing entity replaces the statutory agent or the statutory agent resigns, whichever occurs first. The person signing below declares and certifies under penalty of perjury that the information contained within this document together with any attachments is true and correct, and is submitted in compliance with Arizona law. ELIZABETH MORRIS 09/22/2015 Signature Printed Name pate REQUIRED - check only one: Please be advised that A.C.C. forms reflect only the minimum provisions required by statute. You should seek private iegal counsel for those matters that i:.r;• p r E Individual as statutory agent: I am 0 Entity as statutory agent: I am signing on signing on behalf of myself as the individual behalf of the entity named as statutory agent, (natural person) named as statutory agent. and I am authorized to act for that entity. Filing Fee: none (regular processing) Mail: Arizona Corporation Commission - Corporate Filings Section Expedited processing - not applicable. 1300 W. Washington St., Phoenix, Arizona 85007 All fees are nonrefundable - see Instructions. Fax: 602-542-4100 to the Individual needs of your business. All documents filed with the Arizona Corporation Commission are public record and are open for public inspection. If you have questions after reading the Instructions, please call 602-542-3026 or (within Arizona only) 800-345-5819. M002.003 Arizona Corporation Commission — Corporations Division Rev: 9/2014 Page 1 of 1 iDINIMMUM NIL IN ARIZONA CORP COMMISSION FIE") NOV /142016 FILE NO. L 1Q-- 0 1 T O DO NOT WRITE ABOVE THIS LINE; RESERVED FOR ACC USE ONLY. ARTICLES OF AMENDMENT Read the Instructions L015i 1. ENTITY NAME - give the exact name of the LLC as currently shown In A.C.C. records: Pipeline Video Inspection L.L.C. 05351192 2. A.C.C. FILE NUMBER: LI239074.0 Find the A.C.C. file number on the upper corner of filed documents OR on our webslte at: httn://www.azcc.gov/Divisions/COrE Qrat'gns CHECK THE BOX NEXT TO EACH CHANGE BEING MADE AND COMPLETE THE REQUESTED INFORMATION FOR THAT CHANGE. 0. ENTITY NAME CHANGE - type or print the exact NEW name of the LLC in the space below: Pipeline Video Inspection, L.L.C. 3. 1:1 MEMBERS CHANGE (CHANGE IN MEMBERS) - Beein5&uctfons 1.0151 - Use one block per nelson - FOR MEMBERS CURRENTLY SHOWN IN A.C.C. RECORDS - list the name of each member being changed, and below that provide any new information for that member (new name and/or address), then check all boxes that apply to indicate the change being made for that member. FOR NEW MEMBERS - In a separate block, list the name in the NEW Name blank and give the address, and check the appropriate box. If more space Is needed, complete and attach the Amendment Attachment for Members form 1044. Name currently shown In ACC records Name currently shown In ACC records NEW Name NEW Name Address I Address 1 Address options Address options City I Hal Province City I IZi State or Zip Province ountry ❑ Address change ❑ Add as 20% or more member ❑ Name change III Add as less than 20% member ❑ Remove member Country ❑ Address change ❑ Add as 20% or more member ❑ Name change ❑ Add as less than 20% member ❑ Remove member Name currently shown In ACC records Name currently shown In ACC recor s NEW Name NEW Name Address 1 Address Address 2 options Address Z options Oty � State or 710 Province City I I Sttatp orZip Sta a rovince ountry ❑ Address change ❑ Add as 20% or more member ❑ Name change ❑ Add as less than 20% member IHII Remove member Country ❑ Address change ❑ Add as 20% or more member ❑ Name change ❑ Add as less than 20% member I ❑ Remove member L015.001 Arizona Corporedon Commission - Corporations DiNsion Rey; 2010 Paget of 3 5. El MANAGERS CHANGE (CHANGE IN MANAGERS) - use one block per person - FOR MANAGERS CURRENTLY SHOWN IN A.C.C. RECORDS - list the name of each manager being changed, and below that provide any new Information for that manager (new name and/or address), then check all boxes that apply to Indicate the change being made for that manager. FOR NEW MANAGERS - In a separate block, list the name in the NEW Name blank and give the address, and check the appropriate box. If more space is needed, complete and attach the AmeDdimentAflnt for Managers form L043. Name currently shown In ACC records Name currently shown In ACC records NEW Name NEW Name Address 1 Address 1 Address 2 (optional) Address 2 (optional) State or 21p Province City I ■ + IZI Province ccurny In Address change ❑ Add as manager ❑ Name change ❑ Remove manager Country ❑ Address change ❑ Name change ❑ Add as manager Al Remove manager 6. MANAGEMENT STRUCTURE CHANGE - see instructions L0151 - check only one box below and follow instructions: n CHANGING TO MANAGER -MANAGED LLC - complete and attach the Manager Structure Attachment I" form L040. The filing will be rejected If it is submitted without the attachment. El CHANGING TO MEMBER -MANAGED LLC - complete and attach the Member Structure Attachment form L041. The filing will be rejected if it Is submitted without the attachment. 4. ❑STATUTORYAGENTCHANGE -NEW AGENT - see Instructions L0151: 7.1 REQUIRED - give the name (can be an individual or an entity) and physical or street address (not a P.O. Box) in Arizona of the NEW statutory aaent: 7.2 OPTIONAL - mailing address in Arizona of NEW Statutory Agent (can be a P.O. Box): Statutory Agent Name (required) Attention (optional) Attention (optional) Address 1 Address / Address 2 (optional) City State Zip Address 2 (optional) City state Zip 7.3 RE UIRED -the Statuto Rent Acceptance farm M must be submitted along with these Articles of Amendment. 0. ❑ STATUTORY AGENT ADDRESS CHANGE - ADDRESS OF CURRENT STATUTORY AGENT - complete 8.1 and/or 8.2: 8.1 NEW physical or street address (not a P. 0. Box) In Arizona of the existing statutory agent: 8.2 NEW mailing address In Arizona of the existing statutory agent (can be a P.O. Box): Attention (optional) Attention (optionai) Address 1 Address 1 Address 2(optional) City state ZIP Address 2 (optional) City State Zip L015.001 Adams emadation Commission - Comorations Division Rev: 2010 Page 2 of 9. ARIZONA KNOWN PLACE OF BUSINESS ADDRESS CHANGE: 9.1 Is the NEW Arizona known place of business address the same as the street address of the statutory agent? D Yes - go to number 10 and continue O No - go to number 9.2 and continue 9.2 If you answered "No" to number 9.1, give the NEW physical or street address (not a P.O. Box) of the known place of business of the LLC In Arizona: Attention (optional) Address 1 Address 2 (optional) Country 1 11E I Province Zip 10. ❑ DURATION CHANGE - check one to indicate the NEW duration or life period of the LLC: D Perpetual ❑ The LLC's life period will end on this date: ❑ The LLC's life period will end upon the occurrence of this event: (enter a date - mmicid/YY) (describe an event) 11. 0 ENTITY TYPE CHANGE - if changing entity type, check one and follow instructions: O Changing to a PROFESSIONAL LLC - number 12 must also be completed. O Changing to a NON-PROFESSIONAL LLC (professional LLC becoming a regular LLC). Ia. ❑ PROFESSIONAL SERVICES CHANGE - desalbe the NEW type of professional services the professional LLC will render: 13. ❑ OTHER AMENDMENT - If an amendment was made that was not addressed by the check boxes on this form, then you must attach to these Articles of Amendment a complete copy of the LLC's written amendment. SIGNATURE: By checking the box marked "I accept" below, I acknowledge under penalty of perjury that this document together with any attachments is submitted In compliance with Arizona law. a I ACCEPT Cie/ ((•44jde4 Chris Mihaletos 11/10/2016 Signature Printed Name Date (miniddiyY) REQUIRED - check only one and fill in the corresponding blank if signing for an entity: kvi This is a manager -managed LLC and I am signing -I his is a member -managed LLC and i am signing Individually as a manager or I am signing for an entity I ' individually as a member or I am signing for an entity manager named: member named: Filing Fee: $25.00 (regular processing) Mail: Arizona Corporation Commission - Corporate Filings Section Expedited processing - add $35.00 to filing fee. 1300 W. Washington St., Phoenix, Arizona 85007 All fees are nonrefundable - see Instructions. Fax: 602-542-4100 a n ffEwI I to the individual needs of your business. All documents flied with the Arizona Corporation Commission are public record and are open for public inspection. If you have questions after reading the instructions, please call 602-542-3026 or (within Arizona only) 800-345-5819. L015.001 Arizona Corporation Commission - Corporations Division Rev:2010 Page 3 of 3 Arizona Corporation Commission - RECEIVED: 4/ 13/2020 Arizona Corporation Commission - FILED: 4/ 13/2020 20041319583632 RESTATED ARTICLES OF ORGANIZATION LIMITED LIABILITY COMPANY ENTITY INFORMATION ENTITY NAME: PIPELINE VIDEO INSPECTION. L.L.C. ENTITY ID: L12390740 ENTITY TYPE: Domestic LLC PROFESSIONAL SERVICES: N/A SIGNATURE Authorized Agent: Su Ji Han - 04/13/2020 Arizona Corporation Commission - RECEIVED: 4/13/2020 20041319583632 Arizona Corporation Commission - PENDING: 4/13/2020 AMENDED AND COMPLETELY RESTATED ARTICLES OF ORGANIZATION OF PIPELINE VIDEO INSPECTION, L.L.C. PIPELINE VIDEO INSPECTION, L.L.C., an Arizona limited liability company, formed October 31, 2005 under Arizona Corporation Commission File Number L12390740, hereby files these Amended and Completely Restated Articles of Organization as follows: ARTICLE I. Name and Principal Address The name of the Limited Liability Company is PIPELINE VIDEO INSPECTION, L.L.C. Its principal address is 9304 E. Verde Grove View, Suite 100, Scottsdale, AZ 85255. ARTICLE II. Statutory Agent The name and street and mailing address of the Limited Liability Company's statutory agent for service of process in the State of Arizona is Chris Barton, 9304 E. Verde Grove View, Suite 100, Scottsdale, AZ 85255. ARTICLE III. Duration The limited Liability Company shall have perpetual existence. ARTICLE IV. Management Management of the Limited Liability Company is vested in the sole member of the Limited Liability Company (the "Member"). 20041319583632 ARTICLE V. Name and Address of the Member The name and address of the sole Member of the limited Liability Company is as follows: NAME ADDRESS PVIC Holdco, L.L.C., 9304 E. Verde Grove View, Suite 100 an Arizona limited liability company Scottsdale, AZ 85255 SIGNATUREPAGE FOLLOWS 20041319583632 I acknowledge under penalty of perjury that this document together with any attachments is submitted in compliance with Arizona law. IN WITNESS WHEREOF, the undersigned has hereunto subscribed its name as of the 13th day of April 2020. PIPELINE VIDEO INSPECTION, L.L.C., an Arizona limited liability company By: PVIC Holdco, L.L.C., an Arizona limited liability company, its sole member Na me: Chris Mihaletos Its: President Exhibit `B" Governing Document Exhibit "C" Resolutions of the Company